Common use of Default by an Underwriter Clause in Contracts

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Underwritten Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount portion of Securities the Underwritten Certificates set forth opposite their names in Schedule II I hereto bears to the aggregate amount of Securities Underwritten Certificates set forth opposite the names of all the remaining Underwriters) to purchase the Securities which Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of event that the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after shall exceed 10% of the aggregate principal amount of Underwritten Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Certificates, and if such defaultnon-defaulting Underwriters do not purchase all of the Underwritten Certificates, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republicthe Depositor, except as provided in Section 11 or Section 12 hereof. As used In the event of a default by any Underwriter as set forth in this AgreementSection 10, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full the Underwritten Certificates shall be postponed for such period, not exceeding ten business days days, as you shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus Supplement or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any the Debt Securities which it has agreed to purchase hereunder, the representatives of the Securities agreed to be purchased by such Underwriter Underwriters may in their discretion arrange for them or Underwriters hereunder and such failure another party or other parties to purchase such Debt Securities on the terms contained in this Agreement. If within thirty-six hours after such default by any Underwriter the representatives of the Underwriters do not arrange for the purchase of such Debt Securities, then Brazil shall constitute be entitled to a default further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to representatives of the Underwriters to purchase such Debt Securities on such terms. In the event that, within the respective prescribed periods, the representatives of the Underwriters notify Brazil that they have so arranged for the purchase of such Debt Securities, or Brazil notifies them that it has so arranged for the purchase of such Debt Securities, the representatives of the Underwriters or Brazil shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the performance Registration Statement or the Prospectus, or in any other documents or arrangements, and Brazil agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the representatives of its or their obligations the Underwriters’ opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this AgreementSection with like effect as if such person had originally been a party to this Agreement with respect to such Debt Securities. (b) If, after giving effect to any arrangements for the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in of the respective proportions which the amount Debt Securities of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the a defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that by the remaining non-defaulting Underwriters shall not be obligated to purchase any representatives of the Securities if Underwriters and Brazil as provided in subsection (a) above, the aggregate principal amount of such Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% remains unpurchased does not exceed one-eleventh of the aggregate principal amount of Securities and any remaining all the Debt Securities, then Brazil shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Debt Securities set forth opposite its name which such Underwriter agreed to purchase hereunder and, in Schedule II hereto. If the foregoing maximums are exceededaddition, the remaining to require each non-defaulting UnderwritersUnderwriter to purchase its pro rata share (based on the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder) of the Debt Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Debt Securities of a defaulting Underwriter or Underwriters by the representatives of the Underwriters and Brazil as provided in subsection (a) above, the aggregate principal amount of Debt Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Debt Securities, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but if Brazil shall not be obligated, exercise the right described in subsection (b) above to purchase, in such proportion as may be agreed upon among them, all the require non-defaulting Underwriters to purchase Debt Securities to be purchased by the of a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used Brazil, except for the expenses to be borne by Brazil and the Underwriters as provided in this Agreement, Section 7 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 9 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the such remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, of the Securities the defaulting Underwriter failed to purchase. (b) If the non-defaulting Underwriters are not obligated to and do not purchase all the Securities the defaulting Underwriter failed to purchase, in such proportion as may the Company shall be agreed upon among them, all the Securities entitled to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or a period of 24 hours within which to procure other underwriters persons reasonably satisfactory to the Representatives do not elect non-defaulting Underwriters to purchase such Securities that and if arrangements for the defaulting Underwriter or Underwriters agreed but failed purchase of such Securities by other persons selected by the Company and reasonably satisfactory to purchase the Representative are not made within 36 24 hours after such default, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republic. As used the Company. (c) In the event of a default by any Underwriter as set forth in this AgreementSection 9, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-non- defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 810, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Issuers shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Issuers that you have so arranged for the purchase of such Securities, or the Issuers notify you that they have so arranged for the purchase of such Securities, you or the Issuers shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Information, the Prospectus, or in any other documents or arrangements, and pay the Issuers agree to prepare promptly any amendments to the Registration Statement, the Time of Sale Information or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities; (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute of a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Securities, then the Issuers shall have the right to purchase; provided, however, that the remaining require each non-defaulting Underwriters shall not be obligated Underwriter to purchase any the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities if of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default; and (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase remains unpurchased exceeds 9.09% one-tenth of the aggregate principal amount of Securities and any remaining all the Securities, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% Securities of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreementthe Issuers or the Guarantors, except for the expenses to be borne by the Issuers, the term “Underwriter” includes, for all purposes of this Agreement unless Guarantors and the context requires otherwise, any party not listed Underwriters as provided in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Notes on the Closing Date if the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Notes to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Notes which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 810, purchases Securities that Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Underwritten Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount portion of Securities the Underwritten Certificates set forth opposite below their names in Schedule II I hereto bears to the aggregate amount of Securities Underwritten Certificates set forth opposite below the names of all the remaining Underwriters) to purchase the Securities which Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of event that the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after shall exceed 10% of the aggregate principal amount of Underwritten Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Certificates, and if such defaultnon-defaulting Underwriters do not purchase all of the Underwritten Certificates, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republicthe Depositor, except as provided in Section 11 or Section 12 hereof. As used In the event of a default by any Underwriter as set forth in this AgreementSection 10, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full the Underwritten Certificates shall be postponed for such period, not exceeding ten business days days, as you shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus Supplement or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 89, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, of the Securities the defaulting Underwriter failed to purchase. (b) If the non-defaulting Underwriters are not obligated to and do not purchase all the Securities the defaulting Underwriter failed to purchase, in such proportion as may the Company shall be agreed upon among them, all the Securities entitled to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or a period of 36 hours within which to procure other underwriters persons reasonably satisfactory to the Representatives do not elect non-defaulting Underwriters to purchase such Securities that and if arrangements for the defaulting Underwriter or Underwriters agreed but failed purchase of such Securities by other persons selected by the Company and reasonably satisfactory to purchase the Representative are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement Company unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant Company elects to this Section 8, purchases reduce the principal amount of the Securities to be offered by the amount of the Securities that a the defaulting Underwriter agreed but failed to purchase, in which event the non-defaulting Underwriters will have the right to purchase all, but shall not be under any obligation to purchase any, of such reduced principal amount of Securities. Nothing contained herein shall relieve a In the event the non-defaulting Underwriter Underwriters decline to purchase all of such reduced principal amount of Securities, this Agreement will terminate without any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated on the part of the non-defaulting Underwriters or agree to purchase the Securities Company (c) In the event of a defaulting or withdrawing Underwriterdefault by any Underwriter as set forth in this Section 9, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail Underwriter defaults on its obligation to purchase and pay for any of the Securities that it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining non-defaulting Underwriters shall be obligated severally to may in their discretion arrange for the purchase and pay for (in the respective proportions which the amount of such Securities set forth opposite their names in Schedule II hereto bears by other persons satisfactory to the aggregate amount of Securities set forth opposite Company on the names of all terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall not be obligated entitled to purchase any a further period of 36 hours within which to procure other persons satisfactory to the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Securities set forth opposite its name in Schedule II heretoon such terms. If other persons become obligated or agree to purchase the foregoing maximums are exceededSecurities of a defaulting Underwriter, either the remaining non-defaulting UnderwritersUnderwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or those other underwriters satisfactory supplement to the Representatives who so agree, shall have Registration Statement and the right, but shall not be obligated, to purchase, in Prospectus that effects any such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicchanges. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II hereto whothat, pursuant to this Section 87, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 7 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 5 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic the Company or any non-defaulting Underwriter for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay the Global Bonds which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties, reasonably satisfactory to Peru, to purchase the Global Bonds on the terms contained in this Agreement. If within 36 hours after such default by any Underwriter you do not arrange for the purchase of the Securities agreed Global Bonds, then Peru shall be entitled to be purchased by such Underwriter a further period of 36 hours within which to procure another party or Underwriters hereunder and such failure other parties satisfactory to you to purchase the Global Bonds on such terms. In the event that, within the respective prescribed periods, you notify Peru that you have so arranged for the purchase of the Global Bonds, or Peru notifies you that it has so arranged for the purchase of the Global Bonds, you or Peru shall constitute have the right to postpone the Closing Date for a default period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the performance Registration Statement, the Disclosure Package or Final Prospectus or in any other documents or arrangements, and Peru agrees to make promptly any amendments to the Registration Statement, the Disclosure Package or Final Prospectus that in the reasonable opinion of its either you or their obligations Peru’s counsel may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally subsection (a) with like effect as if such person had originally been a party to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears this Agreement with respect to the aggregate amount Global Bonds. (b) If, after giving effect to any arrangements for the purchase of Securities set forth opposite the names Global Bonds of all the remaining Underwriters) the Securities which the a defaulting Underwriter or Underwriters agreed but failed to purchase; providedby you and Peru as provided in subsection (a) above, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities the Global Bonds to be issued pursuant to this Agreement which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% remains unpurchased does not exceed one-eleventh of the aggregate principal amount of Securities and any remaining all such Global Bonds, then Peru shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name such Global Bonds which such Underwriter agreed to purchase hereunder and, in Schedule II hereto. If the foregoing maximums are exceededaddition, the remaining to require each non-defaulting UnderwritersUnderwriter to purchase its pro rata share (based on the principal amount of such Global Bonds which such Underwriter agreed to purchase hereunder) of the Global Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing in this Section 11 shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Global Bonds of a defaulting Underwriter or Underwriters by you and Peru as provided in subsection (a) above, the aggregate principal amount of Global Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Global Bonds, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but if Peru shall not be obligated, exercise the right described in subsection (b) above to purchase, in such proportion as may be agreed upon among them, all the Securities require non-defaulting Underwriters to be purchased by the purchase Global Bonds of a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used Peru, except for the expenses to be borne by Peru and the Underwriters as provided in Section 12 hereof and the indemnity and contribution agreements in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed Section 11; but nothing in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein 11 shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for themselves or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be obligated severally entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase and pay such Securities on such terms. In the event that, within the respective prescribed period, the non-defaulting Underwriters notify the Company that they have so arranged for (the purchase of such Securities, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Securities, the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date for such Securities for a period of not more than five days, in order to effect whatever changes may thereby be made necessary in the respective proportions which Registration Statement or the amount of Securities set forth opposite their names Prospectus as amended or supplemented or in Schedule II hereto bears any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the aggregate amount Registration Statement or the Prospectus which in the opinion of Securities set forth opposite the names counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement. (b) If, after giving effect to any arrangements for the purchase of all the remaining Underwriters) the Securities which the of a defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that by the remaining non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Securities, then the Company shall not be obligated have the right to require each non-defaulting Underwriter to purchase any the principal amount of Securities which such Underwriter agreed to purchase under the Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase under this Agreement) of the Securities if of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase remains unpurchased exceeds 9.09% one-eleventh of the aggregate principal amount of Securities and any remaining the Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% Securities of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used the Company, except that the Company will continue to be liable for the payment of expenses as set forth in this Agreement, Section 6 hereof and except that the term “Underwriter” includes, for all purposes provisions of this Agreement unless the context requires otherwise, any party Section 7 hereof shall not listed terminate and shall remain in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed effect; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto the appropriate schedule of the Underwriting Agreement bears to the aggregate amount of Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Designated Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceededappropriate schedule of the Underwriting Agreement, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Designated Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultDesignated Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The RepublicAirTouch. As used In the event of a default by any Underwriter as set forth in this AgreementSection 10, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Representative or Underwriters, as the case may be, shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to AirTouch and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Offered Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Securities if the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Offered Securities set forth in Schedule I hereto and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of Offered Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Offered Securities, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultOffered Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The RepublicIsrael. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto whounderwriter, pursuant to this Section 8other than the Underwriters, who purchases Offered Securities that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein in this Agreement shall relieve a any defaulting Underwriter of its liability, if any, to Israel and any liability it may have to The Republic non-defaulting Underwriter for damages caused occasioned by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementdefault hereunder.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Debt Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure purchase under the Pricing Agreement in relation to purchase shall constitute a default in the performance of its or their obligations under this Agreementapplicable Debt Securities, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay may in their discretion arrange for (in the respective proportions which the amount one or more of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining such non-defaulting Underwriters to purchase, or another party or other parties reasonably satisfactory to the Issuer to purchase, such Debt Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Debt Securities, then the Issuer shall not be obligated entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Debt Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Issuer that the non-defaulting Underwriters have so arranged for the purchase of such Debt Securities, or the Issuer notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Debt Securities, the non-defaulting Underwriters or the Issuer shall have the right to postpone the Closing Date in relation to the applicable Debt Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Debt Securities. Any substitute purchaser of Debt Securities if pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the aggregate offering and sale of the applicable Debt Securities. If, after giving effect to any arrangements for the purchase of Debt Securities of a defaulting Underwriter by the non-defaulting Underwriters, as provided above, the principal amount of Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09remains unpurchased does not exceed 10% of the aggregate principal amount of Securities and any remaining the Debt Securities, then the Issuer shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110the Debt Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Debt Securities which such Underwriter agreed to purchase hereunder) of the principal amount of the Debt Securities of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Debt Securities of a defaulting Underwriter by the non-defaulting Underwriters as provided above, the principal amount of the Debt Securities which remains unpurchased exceeds 10% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If Debt Securities, or if the foregoing maximums are exceeded, Issuer shall not exercise the remaining right described above to require non-defaulting UnderwritersUnderwriters to purchase the Debt Securities of a defaulting Underwriter, or those other underwriters satisfactory then this Agreement and the Pricing Agreement in relation to the Representatives who so agreeapplicable Debt Securities shall thereupon terminate, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed Underwriters; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-non- defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 89, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then Brazil shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify Brazil that you have so arranged for the purchase of such Securities, or Brazil notifies you that it has so arranged for the purchase of such Securities, you or Brazil shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and pay Brazil agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities; (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute of a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed by you and Brazil as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then Brazil shall have the right to purchase; provided, however, that the remaining require each non-defaulting Underwriters shall not be obligated Underwriter to purchase any the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities if of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default; (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and Brazil as provided in subsection (a) above, the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase remains unpurchased exceeds 9.09% one-eleventh of the aggregate principal amount of Securities and any remaining all the Securities, or if Brazil shall not exercise the right described in subsection (b) above to require non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% Securities of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used Brazil, except for the expenses to be borne by Brazil and the Underwriters as provided in this Agreement, Section 7 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 9 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on to any non-defaulting Underwriter, the part Issuer or the Guarantors. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer and the Guarantors and any non-defaulting Underwriter or The Republicfor damages occasioned by its default hereunder. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement Agreement, unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II I hereto whothat, pursuant to this Section 89, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter For the avoidance of any liability it may have doubt, to The Republic for damages caused by its default. If other underwriters are obligated or agree the extent an Underwriter’s obligation to purchase Securities hereunder constitutes a BRRD Liability (as defined below) and such Underwriter does not, on the Closing Date, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) of a defaulting or withdrawing Underwriterits powers under the relevant Bail-in Legislation as set forth in Section 18 with respect to such BRRD Liability, either such Underwriter shall be deemed, for all purposes of this Section 9, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 9 shall remain in full force and effect with respect to the Representatives or The Republic may postpone obligations of the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementUnderwriters.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, of the Securities the defaulting Underwriter failed to purchase. (b) If the non-defaulting Underwriters are not obligated to and do not purchase all the Securities the defaulting Underwriter failed to purchase, in such proportion as may the Company shall be agreed upon among them, all the Securities entitled to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or a period of 36 hours within which to procure other underwriters persons reasonably satisfactory to the Representatives do not elect non-defaulting Underwriters to purchase such Securities that and if arrangements for the defaulting Underwriter or Underwriters agreed but failed purchase of such Securities by other persons selected by the Company and reasonably satisfactory to purchase the Representative are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement Company unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant Company elects to this Section 8, purchases reduce the principal amount of the Securities to be offered by the amount of the Securities that a the defaulting Underwriter agreed but failed to purchase, in which event the non-defaulting Underwriters will have the right to purchase all, but shall not be under any obligation to purchase any, of such reduced principal amount of Securities. Nothing contained herein shall relieve a In the event the non-defaulting Underwriter Underwriters decline to purchase all of such reduced principal amount of Securities, this Agreement will terminate without any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated on the part of the non-defaulting Underwriters or agree to purchase the Securities Company. (c) In the event of a defaulting or withdrawing Underwriterdefault by any Underwriter as set forth in this Section 9, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Capital Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure purchase under the Pricing Agreement in relation to purchase shall constitute a default in the performance of its or their obligations under this Agreementapplicable Capital Securities, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay may in their discretion arrange for (in the respective proportions which the amount one or more of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining such non-defaulting Underwriters to purchase, or another party or other parties reasonably satisfactory to the Issuer to purchase, such Capital Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Capital Securities, then the Issuer shall not be obligated entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Capital Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Issuer that the non-defaulting Underwriters have so arranged for the purchase of such Capital Securities, or the Issuer notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Capital Securities, the non-defaulting Underwriters or the Issuer shall have the right to postpone the Closing Date in relation to the applicable Capital Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Capital Securities. Any substitute purchaser of Capital Securities if pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the aggregate offering and sale of the applicable Capital Securities. If, after giving effect to any arrangements for the purchase of Capital Securities of a defaulting Underwriter by the non-defaulting Underwriters, as provided above, the principal amount of Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09remains unpurchased does not exceed 10% of the aggregate principal amount of Securities and any remaining the Capital Securities, then the Issuer shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110the Capital Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Capital Securities which such Underwriter agreed to purchase hereunder) of the principal amount of the Capital Securities of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Capital Securities of a defaulting Underwriter by the non-defaulting Underwriters as provided above, the principal amount of the Capital Securities which remains unpurchased exceeds 10% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If Capital Securities, or if the foregoing maximums are exceeded, Issuer shall not exercise the remaining right described above to require non-defaulting UnderwritersUnderwriters to purchase the Capital Securities of a defaulting Underwriter, or those other underwriters satisfactory then this Agreement and the Pricing Agreement in relation to the Representatives who so agreeapplicable Capital Securities shall thereupon terminate, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed Underwriters; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which that the principal amount of Offered Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Offered Securities set forth opposite the names of all the any remaining non-defaulting Underwriters) the Offered Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that (i) the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Securities if the aggregate principal amount of Offered Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Offered Securities set forth in Schedule I hereto and (ii) any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of Offered Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Offered Securities, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultOffered Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The RepublicIsrael. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto whounderwriter, pursuant to this Section 8other than the Underwriters, who purchases Offered Securities that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein in this Agreement shall relieve a any defaulting Underwriter of its liability, if any, to Israel and any liability it may have to The Republic non-defaulting Underwriter for damages caused occasioned by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementdefault hereunder.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Dated Subordinated Debt Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure purchase under the Pricing Agreement in relation to purchase shall constitute a default in the performance of its or their obligations under this Agreementapplicable Dated Subordinated Debt Securities, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay may in their discretion arrange for (in the respective proportions which the amount one or more of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining such non-defaulting Underwriters to purchase, or another party or other parties reasonably satisfactory to the Issuer to purchase, such Dated Subordinated Debt Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dated Subordinated Debt Securities, then the Issuer shall not be obligated entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dated Subordinated Debt Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Issuer that the non-defaulting Underwriters have so arranged for the purchase of such Dated Subordinated Debt Securities, or the Issuer notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dated Subordinated Debt Securities, the non-defaulting Underwriters or the Issuer shall have the right to postpone the Closing Date in relation to the applicable Dated Subordinated Debt Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dated Subordinated Debt Securities. Any substitute purchaser of Dated Subordinated Debt Securities if pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the aggregate offering and sale of the applicable Dated Subordinated Debt Securities. If, after giving effect to any arrangements for the purchase of Dated Subordinated Debt Securities of a defaulting Underwriter by the non-defaulting Underwriters, as provided above, the principal amount of Dated Subordinated Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09remains unpurchased does not exceed 10% of the aggregate principal amount of Securities and any remaining the Dated Subordinated Debt Securities, then the Issuer shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110the Dated Subordinated Debt Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dated Subordinated Debt Securities which such Underwriter agreed to purchase hereunder) of the principal amount of the Dated Subordinated Debt Securities of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Dated Subordinated Debt Securities of a defaulting Underwriter by the non-defaulting Underwriters as provided above, the principal amount of the Dated Subordinated Debt Securities which remains unpurchased exceeds 10% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If Dated Subordinated Debt Securities, or if the foregoing maximums are exceeded, Issuer shall not exercise the remaining right described above to require non-defaulting UnderwritersUnderwriters to purchase the Dated Subordinated Debt Securities of a defaulting Underwriter, or those other underwriters satisfactory then this Agreement and the Pricing Agreement in relation to the Representatives who so agreeapplicable Dated Subordinated Debt Securities shall thereupon terminate, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed Underwriters; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Senior Debt Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure purchase under the Pricing Agreement in relation to purchase shall constitute a default in the performance of its or their obligations under this Agreementapplicable Senior Debt Securities, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay may in their discretion arrange for (in the respective proportions which the amount one or more of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining such non-defaulting Underwriters to purchase, or another party or other parties reasonably satisfactory to the Issuer to purchase, such Senior Debt Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Senior Debt Securities, then the Issuer shall not be obligated entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Senior Debt Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Issuer that the non-defaulting Underwriters have so arranged for the purchase of such Senior Debt Securities, or the Issuer notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Senior Debt Securities, the non-defaulting Underwriters or the Issuer shall have the right to postpone the Closing Date in relation to the applicable Senior Debt Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Senior Debt Securities. Any substitute purchaser of Senior Debt Securities if pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the aggregate offering and sale of the applicable Senior Debt Securities. If, after giving effect to any arrangements for the purchase of Senior Debt Securities of a defaulting Underwriter by the non-defaulting Underwriters, as provided above, the principal amount of Senior Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09remains unpurchased does not exceed 10% of the aggregate principal amount of Securities and any remaining the Senior Debt Securities, then the Issuer shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110the Senior Debt Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Senior Debt Securities which such Underwriter agreed to purchase hereunder) of the principal amount of the Senior Debt Securities of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Senior Debt Securities of a defaulting Underwriter by the non-defaulting Underwriters as provided above, the principal amount of the Senior Debt Securities which remains unpurchased exceeds 10% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If Senior Debt Securities, or if the foregoing maximums are exceeded, Issuer shall not exercise the remaining right described above to require non-defaulting UnderwritersUnderwriters to purchase the Senior Debt Securities of a defaulting Underwriter, or those other underwriters satisfactory then this Agreement and the Pricing Agreement in relation to the Representatives who so agreeapplicable Senior Debt Securities shall thereupon terminate, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed Underwriters; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Series 2 Trust Preferred Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Series 2 Trust Preferred Securities set forth opposite their names in Schedule II III hereto bears to the aggregate principal amount of Series 2 Trust Preferred Securities set forth opposite the names of all the remaining Underwriters) the Series 2 Trust Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Series 2 Trust Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Series 2 Trust Preferred Securities set forth opposite its name in Schedule II III hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Series 2 Trust Preferred Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSeries 2 Trust Preferred Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Company or the Trust. As used In the event of a default by any Underwriter as set forth in this AgreementSection 11, the term “Underwriter” includesSettlement Date shall be postponed for such period, for all purposes of this Agreement unless the context requires otherwisenot exceeding five Business Days, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either as the Representatives or The Republic may postpone the Closing Date for up to seven full business days shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Selling Shareholder, the Company, the Trust or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Company. As used In the event of a default by any Underwriter as set forth in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase Securities hereunder constitutes a BRRD Liability (as defined below) and such Underwriter does not, on the Closing Date, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) of its powers under the relevant Bail-in Legislation as set forth in Section 9 with respect to such BRRD Liability, such Underwriter shall be deemed, for all purposes of this Section 8, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 8 shall remain in full force and effect with respect to the obligations of the other Underwriters.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Debt Securities which it has agreed to purchase hereunder (in this Section called the “Unpurchased Debt Securities”), the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Unpurchased Debt Securities on the terms contained herein. If within 36 hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Unpurchased Debt Securities, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Unpurchased Debt Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Unpurchased Debt Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Unpurchased Debt Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Unpurchased Debt Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and pay for the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Securities agreed to Representatives may thereby be purchased by such Underwriter or Underwriters hereunder and such failure to purchase made necessary. The term “Underwriter” as used in this Agreement shall constitute a default in the performance of its or their obligations include any person substituted under this AgreementSection with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Debt Securities. (b) If, after giving effect to any arrangements for the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in of the respective proportions which the amount Unpurchased Debt Securities of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the a defaulting Underwriter or Underwriters agreed but failed to purchase; providedby the Representatives and the Company as provided in subsection (a) above, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of such Unpurchased Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% remains unpurchased does not exceed one-eleventh of the aggregate principal amount of Securities and any remaining the Debt Securities, then the Company shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Debt Securities set forth opposite its name which such Underwriter agreed to purchase hereunder and, in Schedule II hereto. If the foregoing maximums are exceededaddition, the remaining to require each non-defaulting UnderwritersUnderwriter to purchase its pro rata share (based on the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder) of the Unpurchased Debt Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Unpurchased Debt Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Unpurchased Debt Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Debt Securities, as referred to in subsection (b) above, or those other underwriters satisfactory to if the Representatives who so agree, shall have the right, but Company shall not be obligated, exercise the right described in subsection (b) above to purchase, in such proportion as may be agreed upon among them, all the require non-defaulting Underwriters to purchase Unpurchased Debt Securities to be purchased by the of a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used the Company, except for the expenses to be borne by the Company and the Underwriters as provided in this Agreement, Section 6 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 10 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If there is more than one Underwriter party to this Agreement and any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on to any nondefaulting Underwriter, the part Selling Stockholders or the Company (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). In the event of a default by any non-defaulting Underwriter or The Republic. As used as set forth in this AgreementSection 9, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Underwriters shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder. For the avoidance of doubt, to the extent there is only a single Underwriter (as contemplated in the first paragraph of this Agreement), the provisions of this Section 9 shall be deemed to be deleted from this Agreement and shall have no force or effect.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Certificates by other persons satisfactory to DAFC and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Certificates set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Certificates set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Certificates on the Closing Date if the aggregate principal amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Certificates to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Certificates which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and DAFC do not elect to purchase Securities that the Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The RepublicDAFC, except that the provisions of Section 12 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 811, purchases Securities that Certificates which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter which it or Underwriters hereunder and such failure they are obligated to purchase under the Agreement (the “Defaulted Securities”), then you (as a non-defaulting Underwriter) shall constitute have the right, within 36 hours thereafter, to make arrangements to purchase the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, by the end of such 36 hours you shall not have completed such arrangements for the purchase of all the Defaulted Securities then the Company shall be entitled to a default in further period of 36 hours within which to procure other persons satisfactory to the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay such Securities on such terms. (b) If, after giving effect to any arrangements for (in the respective proportions which the amount purchase of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the of a defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that by the remaining non-defaulting Underwriters shall not be obligated to purchase any of and the Securities if Company as provided in paragraph (a) above, the aggregate principal amount of such Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of Securities and any remaining all the Securities, then the Company shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory principal amount of Securities that such Underwriter agreed to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all purchase hereunder) of the Securities to be purchased by the of such defaulting Underwriter or Underwriters. If Underwriter for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the remaining Underwriters or other underwriters satisfactory to purchase of the Representatives do not elect to purchase Securities that the of a defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such defaultSecurities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, this or if the Company shall not exercise the right described in paragraph (b) above, then the Agreement shall terminate without liability on the part of any the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or the Guarantor, except that the Company and the Guarantor will continue to be liable for the payment of expenses as set forth in Section 6 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. If other persons become obligated or agree to purchase the Securities a defaulting Underwriter, either the non-defaulting Underwriter or The Republicthe Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Disclosure Package and the Final Prospectus or in any other document or arrangement, and the Company and the Guarantor agree to promptly prepare any amendment or supplement to the Disclosure Package and the Final Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this the Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II Terms Agreement supplemental hereto whothat, pursuant to this Section 810, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability in respect of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase default of such Underwriter under the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementAgreement.

Default by an Underwriter. If on the Closing Date any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and the aggregate principal amount of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Securities that the Underwriters are obligated to purchase and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the remaining Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all of the unsold Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then the non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting . If any Underwriter or Underwriters shall not be obligated to purchase any of the Securities if so default and the aggregate principal amount of Securities with respect to which the defaulting Underwriter such default or Underwriters agreed but failed to purchase defaults occur exceeds 9.0910% of the aggregate total principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed is obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes, includes any person substituted for all purposes of an Underwriter under this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchaseSection. Nothing contained herein in this Agreement shall relieve a any defaulting Underwriter of its liability, if any, to the Company and any liability it may have to The Republic non-defaulting Underwriter for damages caused occasioned by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementdefault hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters or in such other proportion as you may specify in accordance with the Citigroup Global Markets Inc. Master Agreement Among Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Fund. As used In the event of a default by any Underwriter as set forth in this Section 10 which does not result in a termination of this Agreement, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Fund and any nondefaulting Underwriter for damages occasioned by its default hereunder. The term “"Underwriter” " as used in this Agreement includes, for all purposes of this Agreement unless the context requires otherwiseAgreement, any party not listed in Schedule II I hereto who, pursuant to this Section 8with your approval and the approval of the Fund, purchases Firm Securities that which a defaulting Underwriter agreed agreed, but failed or refused, to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Underwritten Securities set forth opposite their names in Schedule II hereto I to the Terms Agreement bears to the aggregate principal amount of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Underwritten Securities set forth opposite its name in Schedule II hereto. If I to the foregoing maximums are exceededTerms Agreement, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Underwritten Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultUnderwritten Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Company. As used In the event of a default by any Underwriter as set forth in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder. (b) Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Underwritten Securities hereunder unless all of the Underwritten Securities are purchased by the Underwriters (or by substituted Underwriters selected by the Company with the approval of the Representatives). The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule I to the Terms Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto the appropriate schedule of the Underwriting Agreement bears to the aggregate amount of Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Designated Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceededappropriate schedule of the Underwriting Agreement, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Designated Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultDesignated Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The RepublicConcur. As used In the event of a default by any Underwriter as set forth in this AgreementSection 10, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Representative or Underwriters, as the case may be, shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to Concur and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then Brazil shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify Brazil that you have so arranged for the purchase of such Securities, or Brazil notifies you that it has so arranged for the purchase of such Securities, you or Brazil shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and pay Brazil agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities; (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute of a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed by you and Brazil as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then Brazil shall have the right to purchase; provided, however, that the remaining require each non-defaulting Underwriters shall not be obligated Underwriter to purchase any the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities if of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default; (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and Brazil as provided in subsection (a) above, the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase remains unpurchased exceeds 9.09% one-eleventh of the aggregate principal amount of Securities and any remaining all the Securities, or if Brazil shall not exercise the right described in subsection (b) above to require non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% Securities of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used Brazil, except for the expenses to be borne by Brazil and the Underwriters as provided in this Agreement, Section 6 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 9 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Shares hereunder, and if the remaining Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Lead Manager pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Shares, each non-defaulting Underwriters shall be obligated Underwriter, acting severally and not jointly, agrees to purchase and pay for (in from the respective proportions which Company that number of Default Securities that bears the amount same proportion of the total number of Default Securities then being purchased as the number of Shares set forth opposite their names the name of such non-defaulting Underwriter in Schedule II I hereto bears to the aggregate amount number of Securities Shares set forth opposite the names of all the remaining non-defaulting Underwriters, subject, however, to such adjustments to eliminate fractional Shares as the Lead Manager in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities which exceeds 10% of the number of Shares, the Lead Manager may in its discretion arrange for itself or for another party or parties (including any non-defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase; providedpurchase the Default Securities on the terms contained herein. In the event that within five calendar days after such a default the Lead Manager does not arrange for the purchase of the Default Securities as provided in this Section 9, howeverthis Agreement shall thereupon terminate, that without liability on the remaining part of the Company with respect thereto (except in each case as provided in Sections 8 and 11) or the non-defaulting Underwriters Underwriters, but nothing in this Agreement shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the relieve a defaulting Underwriter or Underwriters agreed but failed of its or their liability, if any, to purchase exceeds 9.09% of the aggregate principal amount of other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities and any remaining non-defaulting Underwriter shall not are to be obligated to purchase more than 110% of purchased by the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities are to be purchased by the defaulting Underwriter another party or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreementparties as aforesaid, the term “Underwriter” includes, for all purposes of this Agreement unless Lead Manager or the context requires otherwise, any party not listed in Schedule II hereto who, pursuant Company shall have the right to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days a period, not exceeding five Business Days, in order to effect any whatever changes that in the opinion of counsel for The Republic or counsel for the Underwriters may thereby be made necessary in the Registration Statement, the Final Prospectus or any documents and arrangements. The term “Underwriter” as used in this Agreement shall include any other document or arrangementparty substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Shares.

Default by an Underwriter. If It any one or more Underwriters shall fail to purchase and pay for any of the Purchased Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Purchased Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Purchased Securities set forth opposite the names of all the remaining Underwriters) the Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Purchased Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Purchased Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultPurchased Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Company. As used In the event of a default by any Underwriter as set forth in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Statement and Final Prospectus or in any other document documents or arrangementarrangements may be effected. As used in this Section 8 only, the "aggregate amount" of Purchased Securities shall mean the aggregate principal amount of any Purchased Debt Securities plus the public offering price of any Debt Warrants included in the relevant offering of Purchased Securities. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay subscribe for any of the Securities Shares which it has agreed to subscribe for hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to subscribe for such Shares on the terms contained herein. If within thirty six hours after such default by any Underwriter you do not arrange for the subscription for of such Shares, then Holdings shall be purchased by entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to subscribe for such Shares on such terms. In the event that, within the respective prescribed periods, you notify Holdings that you have so arranged for the subscription for such Shares, or Holdings notifies you that it has so arranged for the subscription for such Shares, you or Holdings shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and Holdings agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the subscription for the Shares of a defaulting Underwriter or Underwriters hereunder by you and such failure to purchase shall constitute a default Holdings as provided in the performance of its or their obligations under this Agreementsubsection (a) above, the remaining aggregate number of such Shares which remain unsubscribed for does not exceed one eleventh of the aggregate number of all the Shares to be subscription for at such Time of Delivery, then Holdings shall have the right to require each non-defaulting Underwriter to subscribe for the number of Shares which such Underwriter agreed to subscribe for hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to subscribe for its pro rata share (based on the number of Shares which such Underwriter agreed to subscribe for hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the subscription for the Shares of a defaulting Underwriter or Underwriters by you and Holdings as provided in subsection (a) above, the aggregate number of such Shares which remain unsubscribed for exceeds one eleventh of the aggregate number of all the Shares to be subscribed for at such Time of Delivery, or if Holdings shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters shall be obligated severally to purchase and pay subscribe for (in the respective proportions which the amount Shares of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory , then this Agreement (or, with respect to the Representatives do not elect Second Time of Delivery, the obligations of the Underwriters to purchase Securities that subscribe for and of Holdings to issue the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultOption Shares) shall thereupon terminate, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used Holdings, except for the expenses to be borne by Holdings and the Underwriters as provided in this Agreement, Section 5 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 10 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure purchase under the Pricing Agreement in relation to purchase shall constitute a default in the performance of its or their obligations under this Agreementapplicable Securities, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay may in their discretion arrange for (in the respective proportions which the amount one or more of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining such non-defaulting Underwriters to purchase, or another party or other parties reasonably satisfactory to the Issuer to purchase, such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Issuer shall not be obligated entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Issuer that the non-defaulting Underwriters have so arranged for the purchase of such Securities, or the Issuer notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Securities, the non-defaulting Underwriters or the Issuer shall have the right to postpone the Closing Date in relation to the applicable Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Securities. Any substitute purchaser of Securities if pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the aggregate offering and sale of the applicable Securities. If, after giving effect to any arrangements for the purchase of Securities of a defaulting Underwriter by the non-defaulting Underwriters, as provided above, the principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09remains unpurchased does not exceed 10% of the aggregate principal amount of Securities and any remaining the Securities, then the Issuer shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110the Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Securities which such Underwriter agreed to purchase hereunder) of the principal amount of the Securities of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter by the non-defaulting Underwriters as provided above, the principal amount of the Securities which remains unpurchased exceeds 10% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If Securities, or if the foregoing maximums are exceeded, Issuer shall not exercise the remaining right described above to require non-defaulting Underwriters, or those other underwriters satisfactory Underwriters to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all purchase the Securities to be purchased by the of a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultUnderwriter, then this Agreement letter agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed Underwriters; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail Underwriter defaults on its obligation to purchase and pay for any of the Securities Notes that it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining non-defaulting Underwriters shall be obligated severally use their reasonable best efforts to arrange for the purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears such Notes by other persons satisfactory to the aggregate amount of Securities set forth opposite Company on the names of all terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters do not arrange for the purchase of such Notes, then the Company shall not be obligated entitled to purchase any a further period of 36 hours within which to procure other persons satisfactory to the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretosuch Notes on such terms. If other persons become obligated or agree to purchase the foregoing maximums are exceededNotes of a defaulting Underwriter, either the remaining non-defaulting UnderwritersUnderwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or those other underwriters satisfactory supplement to the Representatives who so agree, shall have Registration Statement and the right, but shall not be obligated, to purchase, in Prospectus that effects any such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicchanges. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II I hereto whothat, pursuant to this Section 87, purchases Securities Notes that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 7 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 5 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic the Company or any non-defaulting Underwriter for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail or refuse to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase and pay shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Offered Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that, in the event that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Offered Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after shall exceed 10% of the aggregate principal amount of Offered Securities set forth in Schedule I hereto, the remaining Underwriters, or other underwriters acceptable to the nondefaulting Underwriters, shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such defaultnondefaulting Underwriters, or other underwriters acceptable to the nondefaulting Underwriters, do not purchase all the Offered Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The the Republic. As used In the event of a default by any Underwriter as set forth in this AgreementSection 10, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed when required or justified for up to such period, not exceeding seven full business days days, as the nondefaulting Underwriters shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Republic and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Certificates by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Certificates set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Certificates set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Certificates on the Closing Date if the aggregate principal amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Certificates to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Certificates which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 810, purchases Securities that Certificates which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If If, on either Closing Date, any one or more Underwriters shall fail to purchase and pay for any all of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the aggregate liquidation amount of Preferred Securities set forth opposite their names in Schedule II hereto bears bear to the aggregate liquidation amount of Firm Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of on such Closing Date; provided, however, that in the event that the aggregate principal liquidation amount of Preferred Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after on such defaultClosing Date shall exceed 9.09% of the aggregate liquidation amount of Preferred Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Preferred Securities, and if such non-defaulting Underwriters do not purchase all the Preferred Securities, this Agreement shall (or, with respect to the Second Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Securities) will terminate without liability on the part of to any non-defaulting Underwriters or the Company or the Trust. In the event of a default by any Underwriter or The Republic. As used as set forth in this AgreementSection 10, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the applicable Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Representative(s) shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing herein contained shall relieve any defaulting Underwriter of its liability, if any, to the Company or the Trust and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for themselves or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be obligated severally entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase and pay such Securities on such terms. In the event that, within the respective prescribed period, the non-defaulting Underwriters notify the Company that they have so arranged for (the purchase of such Securities, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Securities, the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as applicable, for such Securities for a period of not more than five days, in order to effect whatever changes may thereby be made necessary in the respective proportions which Registration Statement or the amount of Securities set forth opposite their names Prospectus as amended or supplemented or in Schedule II hereto bears any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the aggregate amount Registration Statement or the Prospectus which in the opinion of Securities set forth opposite the names counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement. (b) If, after giving effect to any arrangements for the purchase of all the remaining Underwriters) the Securities which the of a defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that by the remaining non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Securities, then the Company shall not be obligated have the right to require each non-defaulting Underwriter to purchase any the principal amount of Securities which such Underwriter agreed to purchase under the Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase under this Agreement) of the Securities if of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase remains unpurchased exceeds 9.09% one-eleventh of the aggregate principal amount of Securities and any remaining the Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% Securities of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used the Company, except that the Company will continue to be liable for the payment of expenses as set forth in this Agreement, Section 6 hereof and except that the term “Underwriter” includes, for all purposes provisions of this Agreement unless the context requires otherwise, any party Section 7 hereof shall not listed terminate and shall remain in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed effect; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Underwritten Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount portion of Securities the Underwritten Certificates set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities Underwritten Certificates set forth opposite the names of all the remaining Underwriters) to purchase the Securities which Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of event that the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after shall exceed 10% of the aggregate principal amount of Underwritten Certificates set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Certificates, and if such defaultnondefaulting Underwriters do not purchase all of the Underwritten Certificates, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Company, except as provided in Section 11 or Section 12 hereof. As used In the event of a default by any Underwriter as set forth in this AgreementSection 10, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full the Underwritten Certificates shall be postponed for such period, not exceeding ten business days days, as you shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus Supplement or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) If, on the Closing Date [or the Option Closing Date, as the case may be], any one or more Underwriters shall fail Underwriter defaults on its obligation to purchase and pay for any of the Securities Shares that it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining non-defaulting Underwriters shall be obligated severally to may in their discretion arrange for the purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears such Shares by other persons satisfactory to the aggregate amount of Securities set forth opposite Company on the names of all terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall not be obligated entitled to purchase any a further period of 36 hours within which to procure other persons satisfactory to the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretosuch Shares on such terms. If other persons become obligated or agree to purchase the foregoing maximums are exceededShares of a defaulting Underwriter, either the remaining non-defaulting Underwriters or the Company may postpone the Closing Date [or the Company may postpone the Option Closing Date, as the case may be,] for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters, as applicable, may be necessary in the Registration Statement and the Prospectus or those in any other underwriters satisfactory document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Representatives who so agree, shall have Registration Statement and the right, but shall not be obligated, to purchase, in Prospectus that effects any such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicchanges. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II hereto whothat, pursuant to this Section 87, purchases Securities Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased does not exceed [one-eleventh] of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such Shares that remain unpurchased exceeds [one-eleventh] of the aggregate number of all the Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 7 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 5 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic the Company or any non-defaulting Underwriter for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any set forth in Schedule I hereto, the remaining non-defaulting Underwriter Underwriters shall have the right to purchase all, but (unless a substitute purchaser is obtained pursuant to clause (b) below) shall not be obligated under any obligation to purchase more than 110% any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. (b) In the event that the aggregate principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto and the nondefaulting Underwriters do not purchase all the Securities that the defaulting Underwriter failed to purchase, the Representatives may in their discretion arrange for another party or other parties to purchase such otherwise unpurchased Securities on the terms contained herein. If within 36 thirty-six hours after such defaultdefault by any Underwriter the Representatives do not arrange for the purchase of such Securities, this Agreement then the Company shall terminate without liability be entitled to a further period of thirty-six hours within which to procure another party or other parties to whom the Representatives do not reasonably object to purchase such Securities on the part of any non-defaulting Underwriter or such terms. The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of as used in this Agreement unless the context requires otherwise, shall include any person substituted under this Section with like effect as if such person had originally been a party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase Agreement. (c) In the Securities event of a defaulting or withdrawing Underwriterdefault by any Underwriter as set forth in this Section 10, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representative shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail or refuse to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase and pay shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Offered Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting nondefaulting Underwriters shall not be obligated to purchase any of the Offered Securities if the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Offered Securities and any remaining non-defaulting nondefaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Offered Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory acceptable to the Representatives who so agreenondefaulting Underwriters, shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Offered Securities, in and if such proportion as may be agreed upon among themnondefaulting Underwriters, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory acceptable to the Representatives nondefaulting Underwriters, do not elect to purchase Securities that all the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultOffered Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The RepublicIsrael. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto whounderwriter, pursuant to this Section 8other than the Underwriters, who purchases Offered Securities that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein in this Agreement shall relieve a any defaulting Underwriter of its liability, if any, to Israel and any liability it may have to The Republic nondefaulting Underwriter for damages caused occasioned by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementdefault hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail or refuse to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase and pay shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Offered Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting nondefaulting Underwriters shall not be obligated to purchase any of the Offered Securities if the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Offered Securities and any remaining non-defaulting nondefaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Offered Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory acceptable to the Representatives who so agreenondefaulting Underwriters, shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Offered Securities, in and if such proportion as may be agreed upon among themnondefaulting Underwriters, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory acceptable to the Representatives nondefaulting Underwriters, do not elect to purchase Securities that all the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultOffered Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The RepublicIsrael. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto whounderwriter, pursuant to this Section 8other than the Underwriters, who purchases Offered Securities that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein in this Agreement shall relieve a any defaulting Underwriter of its liability, if any, to Israel and any liability it may have to The Republic nondefaulting Underwriter for damages caused occasioned by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementdefault hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this the Underwriting Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Underwritten Securities set forth opposite their names in Schedule II hereto the Underwriting Agreement bears to the aggregate principal amount of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Underwritten Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceededUnderwriting Agreement, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Underwritten Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by Underwritten Securities, the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Underwriting Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republic. As used in this Agreementnondefaulting Underwriter, the term “Underwriter” includes, for all purposes Issuer or the Guarantor. In the event of this Agreement unless the context requires otherwise, a default by any party not listed Underwriter as set forth in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase unless the Securities of a defaulting or withdrawing UnderwriterUnderwriting Agreement is terminated in accordance with the immediately preceding sentence, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Canadian Prospectus and the U.S. Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in the Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to Parent, PCF and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, of the Securities the defaulting Underwriter failed to purchase. (b) If the non-defaulting Underwriters are not obligated to and do not purchase all the Securities the defaulting Underwriter failed to purchase, in such proportion as may the Company shall be agreed upon among them, all the Securities entitled to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or a period of 36 hours within which to procure other underwriters persons reasonably satisfactory to the Representatives do not elect non-defaulting Underwriters to purchase such Securities that and if arrangements for the defaulting Underwriter or Underwriters agreed but failed purchase of such Securities by other persons selected by the Company and reasonably satisfactory to purchase the Representative are not made within 36 hours after such default, this Agreement shall will terminate without liability to any non- defaulting Underwriter or the Company unless the Company elects to reduce the principal amount of the Securities to be offered by the amount of the Securities that the defaulting Underwriter failed to purchase, in which event the non-defaulting Underwriters will have the right to purchase all, but shall not be under any obligation to purchase any, of such reduced principal amount of Securities. In the event the non-defaulting Underwriters decline to purchase all of such reduced principal amount of Securities, this Agreement will terminate without any liability on the part of the non- defaulting Underwriters or the Company. (c) In the event of a default by any non-defaulting Underwriter or The Republic. As used as set forth in this AgreementSection 9, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Company. As used In the event of a default by any Underwriter as set forth in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder. (b) Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Securities hereunder unless all of the Firm Securities are purchased by the Underwriters (or by substituted Underwriters selected by the Company with the approval of the Representatives). The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Underwritten Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount portion of Securities the Underwritten Certificates set forth opposite below their names in Schedule II I hereto bears to the aggregate amount of Securities Underwritten Certificates set forth opposite the names of all the remaining Underwriters) to purchase the Securities which Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, that no Underwriter shall be obligated under this Section 10 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement, and provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of event that the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities Underwritten Certificates that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after shall exceed 10% of the aggregate principal amount of Underwritten Certificates set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Certificates, and if such defaultnon-defaulting Underwriters do not purchase all of the Underwritten Certificates, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republicthe Depositor, except as provided in Section 11 or Section 12 hereof. As used In the event of a default by any Underwriter as set forth in this AgreementSection 10, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full the Underwritten Certificates shall be postponed for such period, not exceeding ten business days days, as you shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus Supplement or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Notes on the Closing Date if the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Notes to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Notes which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto who, pursuant I to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.Terms

Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities Purchased Senior Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Representatives may find one or more substitute underwriters to purchase such Purchased Senior Notes or make such other arrangements as the Representatives deem advisable or one or more of the nondefaulting Underwriters may agree to purchase such Purchased Senior Notes in such proportions as may be agreed upon by the Representatives, in each case upon the terms set forth in this Agreement. If no such arrangements have been made within 36 hours after the Closing Date, each of the nondefaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount amounts of Securities Purchased Senior Notes set forth opposite their names in Schedule II hereto bears bear to the aggregate amount of Securities Purchased Senior Notes set forth opposite the names of all the nondefaulting remaining Underwriters) the Securities Purchased Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, provided that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities Purchased Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities Purchased Senior Notes set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, nondefaulting Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchase, in of the Purchased Senior Notes and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultPurchased Senior Notes, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Company, except as provided in Section 11 hereof. As used In the event of a default by any Underwriter as set forth in this AgreementSection 9, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Representatives shall determine, in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus Supplement or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail Underwriter defaults on its obligation to purchase and pay for any of the Securities Notes that it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining non-defaulting Underwriters shall be obligated severally to may in their discretion arrange for the purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears such Notes by other persons satisfactory to the aggregate amount of Securities set forth opposite Company on the names of all terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters do not arrange for the purchase of such Notes, then the Company shall not be obligated entitled to purchase any a further period of 36 hours within which to procure other persons satisfactory to the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretosuch Notes on such terms. If other persons become obligated or agree to purchase the foregoing maximums are exceededNotes of a defaulting Underwriter, either the remaining non-defaulting UnderwritersUnderwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or those other underwriters satisfactory supplement to the Representatives who so agree, shall have Registration Statement and the right, but shall not be obligated, to purchase, in Prospectus that effects any such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicchanges. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II I hereto whothat, pursuant to this Section 87, purchases Securities Notes that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 7 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 5 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic the Company or any non-defaulting Underwriter for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then Brazil shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify Brazil that you have so arranged for the purchase of such Securities, or Brazil notifies you that it has so arranged for the purchase of such Securities, you or Brazil shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and pay Brazil agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute of a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed by you and Brazil as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then Brazil shall have the right to purchase; provided, however, that the remaining require each non-defaulting Underwriters shall not be obligated Underwriter to purchase any the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities if of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and Brazil as provided in subsection (a) above, the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase remains unpurchased exceeds 9.09% one-eleventh of the aggregate principal amount of Securities and any remaining all the Securities, or if Brazil shall not exercise the right described in subsection (b) above to require non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% Securities of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used Brazil, except for the expenses to be borne by Brazil and the Underwriters as provided in this Agreement, Section 6 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 9 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If If, on either Closing Date, any one or more Underwriters shall fail to purchase and pay for any all of the Preferred Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the aggregate liquidation amount of Preferred Securities set forth opposite their names in Schedule II hereto bears bear to the aggregate liquidation amount of Firm Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of on such Closing Date; provided, however, that in the event that the aggregate principal liquidation amount of Preferred Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after on such defaultClosing Date shall exceed 10% of the aggregate liquidation amount of Preferred Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Preferred Securities, and if such non-defaulting Underwriters do not purchase all the Preferred Securities, this Agreement shall (or, with respect to the Second Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Securities) will terminate without liability on to any nondefaulting Underwriters or the part Company or the Trust. In the event of a default by any non-defaulting Underwriter or The Republic. As used as set forth in this AgreementSection 10, the term “Underwriter” includesapplicable Closing Date shall be postponed for such period, for all purposes of this Agreement unless the context requires otherwisenot exceeding seven days, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either as the Representatives or The Republic may postpone the Closing Date for up to seven full business days shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing herein contained shall relieve any defaulting Underwriter of its liability, if any, to the Company or the Trust and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Issuers shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Securities, or the Issuers notify you that they have so arranged for the purchase of such Securities, you or the Issuers shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Information, the Prospectus, or in any other documents or arrangements, and pay the Issuers agree to prepare promptly any amendments to the Registration Statement, the Time of Sale Information or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities; (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute of a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Securities, then the Issuers shall have the right to purchase; provided, however, that the remaining require each non-defaulting Underwriters shall not be obligated Underwriter to purchase any the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities if of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default; and (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase remains unpurchased exceeds 9.09% one-tenth of the aggregate principal amount of Securities and any remaining all the Securities, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% Securities of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreementthe Issuers or the Guarantors, except for the expenses to be borne by the Issuers, the term “Underwriter” includes, for all purposes of this Agreement unless Guarantors and the context requires otherwise, any party not listed Underwriters as provided in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Certificates by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Certificates set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Certificates set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Certificates on the Closing Date if the aggregate principal amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Certificates to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Certificates which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 810, purchases Securities that Certificates which a defaulting Underwriter agreed but failed to purchase. . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters Underwriters are obligated or agree to purchase the Securities Certificates of a defaulting or withdrawing Underwriter, either the Representatives Representative or The Republic the Bank may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic the Bank or counsel for the Underwriters may be necessary in the Initial Registration Statement, the Additional Registration Statement (if any), the Final Prospectus or in any other document or arrangement, and the Bank agrees to file promptly any amendment or supplement to the Registration Statements or the Final Prospectus that effects any such changes.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and the aggregate principal amount of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Securities that the Underwriters are obligated to purchase and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the remaining Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all of the unsold Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then the non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting . If any Underwriter or Underwriters shall not be obligated to purchase any of the Securities if so default and the aggregate principal amount of Securities with respect to which the defaulting Underwriter such default or Underwriters agreed but failed to purchase defaults occur exceeds 9.0910% of the aggregate total principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed is obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes, includes any person substituted for all purposes of an Underwriter under this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchaseSection. Nothing contained herein in this Agreement shall relieve a any defaulting Underwriter of its liability, if any, to the Company and any liability it may have to The Republic non-defaulting Underwriter for damages caused occasioned by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementdefault hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters or in such other proportion as you may specify in accordance with the Citigroup Global Markets Inc. Master Agreement Among Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on to any nondefaulting Underwriter or the part Fund. In the event of a default by any non-Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter or of its liability, if any, to the Fund and any nondefaulting Underwriter for damages occasioned by its default hereunder. The Republic. As term "Underwriter" as used in this Agreement, the term “Underwriter” Agreement includes, for all purposes of this Agreement unless the context requires otherwiseAgreement, any party not listed in Schedule II I hereto who, pursuant to this Section 8with your approval and the approval of the Fund, purchases Securities that which a defaulting Underwriter agreed agreed, but failed or refused, to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 810, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and ​ such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which that the principal amount of Offered Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Offered Securities set forth opposite the names of all the any remaining non-defaulting Underwriters) the Offered Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that (i) the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Securities if the aggregate principal amount of Offered Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Offered Securities set forth in Schedule I hereto and (ii) any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of Offered Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Offered Securities, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultOffered Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The RepublicIsrael. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto whounderwriter, pursuant to this Section 8other than the Underwriters, who purchases Offered Securities that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein in this Agreement shall relieve a any defaulting Underwriter of its liability, if any, to Israel and any liability it may have to The Republic non-defaulting Underwriter for damages caused occasioned by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementdefault hereunder.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Notes on the Closing Date if the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Notes to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of the Notes which it agreed to J.P. Morgan Securities set forth opposite its name in Schedule II heretoInc. March 26, 2002 Page 22 purchase on th▇ ▇▇▇▇▇▇▇ ▇ate pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 810, purchases Securities that Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail Underwriter defaults on its obligation to purchase and pay for any of the Securities that it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining non-defaulting Underwriters shall be obligated severally to may in their discretion arrange for the purchase and pay for (in the respective proportions which the amount of such Securities set forth opposite their names in Schedule II hereto bears by other persons satisfactory to the aggregate amount of Securities set forth opposite Company on the names of all terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall not be obligated entitled to purchase any a further period of 36 hours within which to procure other persons satisfactory to the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Securities set forth opposite its name in Schedule II heretoon such terms. If other persons become obligated or agree to purchase the foregoing maximums are exceededSecurities of a defaulting Underwriter, either the remaining non-defaulting UnderwritersUnderwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or those other underwriters satisfactory supplement to the Representatives who so agree, shall have Registration Statement and the right, but shall not be obligated, to purchase, in Prospectus that effects any such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicchanges. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II hereto whothat, pursuant to this Section 87, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed [one-eleventh] of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds [one-eleventh] of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 7 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 5 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic the Company or any non-defaulting Underwriter for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons (including any of the Underwriters) but if no arrangements are made by the Closing Date the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% shall exceed 10 percent of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters Representatives may make arrangements satisfactory to the Representatives who so agree, Company for the purchase of such Securities by other persons (including any of the Underwriters) but if no arrangements are made by the Closing Date the remaining Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on to any nondefaulting Underwriter or the part Company. In the event of a default by any non-Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter or The Republicof its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. As used in this Agreement, the term “"Underwriter” includes, " includes any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, an Underwriter pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement7.

Default by an Underwriter. If any one or more Underwriters shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder hereunder, or is no longer obligated to purchase any Securities in accordance with the exercise of Bail-in Powers described in Sections 18 hereof or in accordance with the provisions of the U.S. Special Resolution Regime described in Section 19 hereof, and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions for each of the Securities which such Underwriter failed to purchase, including any failure pursuant to an exercise of Bail-in Powers described in Section 18 hereof or pursuant to an exercise of U.S. Special Resolution Regime powers described in Section 19 hereof, which the principal amount of the Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase, including any failure pursuant to an exercise of Bail-in Powers described in Section 18 hereof or pursuant to an exercise of U.S. Special Resolution Regime powers described in Section 19 hereof; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09purchase, including any failure pursuant to an exercise of Bail-in Powers described in Section 18 hereof or pursuant to an exercise of U.S. Special Resolution Regime powers described in Section 19 hereof, shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining nondefaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that all of the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republic. As used the Company and Carnival Corp. In the event of a default by any Underwriter as set forth in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives and the Company shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Disclosure Package and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company, Carnival Corp. and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of -------- ------- Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Underwriting Agreement shall will terminate without liability on to any nondefaulting Underwriter, the part Selling Stockholders or the Company. In the event of a default by any non-defaulting Underwriter or The Republic. As used as set forth in this AgreementSection 9, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representative shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail Underwriter defaults in its obligations to purchase and pay for any of the Securities that it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining non-defaulting Underwriters shall be obligated severally to may in their discretion arrange for the purchase and pay for (in of such Securities by the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters persons satisfactory to the Representatives who so agreeIssuer on the terms contained in this Underwriting Agreement. If, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after any such defaultdefault by any Underwriter, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The RepublicUnderwriters do not arrange for the purchase of such Securities, then the Issuer shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. As used in this AgreementIn the event that within the respective prescribed periods, the term “Underwriter” includesnon-defaulting Underwriters notify the Issuer that they have so arranged for the purchase of such Securities, or the Issuer notifies the non-defaulting Underwriters that it has so arranged for all purposes the purchase of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch Securities, either the Representatives non-defaulting Underwriters or The Republic the Issuer may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic the Issuer or counsel for the Underwriters may be necessary in the Registration StatementDisclosure Package, the Final Prospectus or in any other document or arrangement, and the Issuer agrees to promptly prepare any amendment or supplement to the Disclosure Package or the Final Prospectus that effects any such changes. As used in this Underwriting Agreement, the term “Underwriter” includes, for all purposes of this Underwriting Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Issuer as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Issuer shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the aggregate principal amount of Securities that it agreed to purchase on the Closing Date pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Issuer as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Issuer shall not exercise the right described in paragraph (b) above, then this Underwriting Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Underwriting Agreement pursuant to this Section 9 shall be without liability on the part of the Issuer or the Guarantors, except that the Issuer and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 5(l) and 7 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Issuer, the Guarantors or any non-defaulting Underwriter for damages caused by its default.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and the aggregate principal amount of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Securities that the Underwriters are obligated to purchase and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the remaining Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all of the unsold Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then the non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting . If any Underwriter or Underwriters shall not be obligated to purchase any of the Securities if so default and the aggregate principal amount of Securities with respect to which the defaulting Underwriter such default or Underwriters agreed but failed to purchase defaults occur exceeds 9.0910% of the aggregate total principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed is obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Company, except as provided in Section 12. As used in this Agreement, the term “Underwriter” includes, includes any person substituted for all purposes of an Underwriter under this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchaseSection. Nothing contained herein in this Agreement shall relieve a any defaulting Underwriter of its liability, if any, to the Company and any liability it may have to The Republic non-defaulting Underwriter for damages caused occasioned by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementdefault hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 6 or 10 hereof) to purchase and pay for any of the Securities agreed to be purchased by such First Union Securities, Inc. February 1, 2001 Page 23 Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Company shall immediately give notice thereof to you, and the remaining Underwriters shall have the right, within 24 hours after the receipt by you of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Securities which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such securities, the non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Company. As used In the event of a default by any Underwriter as set forth in this AgreementSection 9, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or an Option Closing Date, as the case may be, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure default in their obligations to purchase shall constitute a default in the performance of its or their obligations under this AgreementSecurities hereunder on such date, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the that such defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09does not exceed 10% of the aggregate principal amount of the Securities and to be purchased on such date, you may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any remaining of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriter Underwriters shall not be obligated to purchase more than 110% of severally, in the proportions that the principal amount of Firm Securities set forth opposite its name their respective names in Schedule II hereto. If I bears to the foregoing maximums are exceeded, aggregate principal amount of Firm Securities set forth opposite the remaining names of all such non-defaulting Underwriters, or those in such other underwriters satisfactory to proportions as the Representatives who so agree, shall have the right, but shall not be obligatedmay specify, to purchase, in such proportion as may be agreed upon among them, all purchase the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the such defaulting Underwriter or Underwriters agreed but failed to purchase on such date. If, on the Closing Date, any Underwriter or Underwriters default in their obligations to purchase Firm Securities and the aggregate number of Firm Securities with respect to which such default or defaults occurs exceeds 10% of the aggregate principal amount of Firm Securities to be purchased on such date, and arrangements satisfactory to you and the Company for purchase of such Firm Securities by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Company, except as provided in Section 7 and 8 hereof. If, on an Option Closing Date, any Underwriter or Underwriters default in their obligations to purchase Additional Securities and the aggregate principal amount of Additional Securities with respect to which such default or defaults occurs exceeds 10% of the aggregate principal amount of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (ii) purchase not less than the principal amount of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Underwriter” includes, includes any person substituted for all purposes of an Underwriter under this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchaseSection. Nothing contained herein shall will relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If (a) If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and pay for any the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities agreed to be purchased by on such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining non-defaulting other Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which that the principal amount of Firm Securities set forth opposite their respective names in Schedule II hereto bears to the aggregate principal amount of Firm Securities set forth opposite the names of all the remaining Underwriters) such non-defaulting Underwriters to purchase the Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; providedprovided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. (b) If, howeveron the Closing Date, that the remaining non-defaulting any Underwriter or Underwriters shall not be obligated fail or refuse to purchase any of the Firm Securities if which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% such default occurs is more than one-tenth of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Firm Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters on such date, and arrangements satisfactory to you and the Representatives do Company for the purchase of such Firm Securities are not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicof the Company. As used In the case of any default by an Underwriter described in this Agreement, Section 9(a) or (b) either you or the term “Underwriter” includes, for all purposes of this Agreement unless Company shall have the context requires otherwise, any party not listed in Schedule II hereto who, pursuant right to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date Date, but in no event for up to seven full business days longer than five Business Days, in order to effect any changes that the required changes, if any, in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate principal amount of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Additional Securities to be purchased, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase Additional Securities or (b) purchase not less than the principal amount of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Nothing contained in this Agreement shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the 15 amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail Underwriter defaults on its obligation to purchase and pay for any of the Securities that it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining non-defaulting Underwriters shall be obligated severally to may in their discretion arrange for the purchase and pay for (in the respective proportions which the amount of such Securities set forth opposite their names in Schedule II hereto bears by other persons satisfactory to the aggregate amount of Securities set forth opposite Company on the names of all terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall not be obligated entitled to purchase any a further period of 36 hours within which to procure other persons satisfactory to the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Securities set forth opposite its name in Schedule II heretoon such terms. If other persons become obligated or agree to purchase the foregoing maximums are exceededSecurities of a defaulting Underwriter, either the remaining non-defaulting UnderwritersUnderwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or those other underwriters satisfactory supplement to the Representatives who so agree, shall have Registration Statement and the right, but shall not be obligated, to purchase, in Prospectus that effects any such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicchanges. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II hereto whothat, pursuant to this Section 810, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic the Company or any non-defaulting Underwriter for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount number of Underwritten Securities set forth opposite their names in Schedule II I hereto bears to the aggregate amount number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter Underwriting Agreement 25908_2 - 75205/00002 21 or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount number of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Underwritten Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof such Underwritten Securities, in and if such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining nondefaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after all of such defaultUnderwritten Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republicthe Company except as otherwise provided in Section 7. As used In the event of a default by any Underwriter as set forth in this AgreementSection 9, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Representative shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter, the Issuer or the Guarantors. In the event of a default by any Underwriter or The Republic. As used as set forth in this AgreementSection 9, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer and the Guarantors and any non-defaulting Underwriter for damages occasioned by its default hereunder. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase Securities hereunder constitutes a BRRD Liability (as defined below) and such Underwriter does not, on the Closing Date, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) of its powers under the relevant Bail-in Legislation as set forth in Section 20 with respect to such BRRD Liability, such Underwriter shall be deemed, for all purposes of this Section 9, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 9 shall remain in full force and effect with respect to the obligations of the other Underwriters.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Class A Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities Class A Notes set forth opposite their names in Schedule II on Annex I hereto bears to the aggregate amount of Securities Class A Notes set forth opposite the names of all the remaining Underwriters) the Securities Class A Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities Class A Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 25% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities Class A Notes set forth opposite its name in Schedule II on Annex I hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Class A Notes, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultClass A Notes, this Agreement shall will terminate without liability on to any nondefaulting Underwriter, the part Seller or COAF. In the event of a default by any non-defaulting Underwriter or The Republic. As used as set forth in this AgreementSection 17, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Underwriters shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus (and any supplements thereto) or in any other document documents or arrangement.arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Seller, COAF and any nondefaulting Underwriter for damages occasioned by its default hereunder. If you are in agreement with the foregoing, please sign a counterpart hereof and return it to the Seller and COAF, whereupon this letter and your acceptance shall become a binding agreement among the Seller, COAF and the Underwriters. Very truly yours, CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President CAPITAL ONE AUTO FINANCE, INC. By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Manager of Securitization The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION, as Representative of the Underwriters By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ----------------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ Title: Director For itself and the other several Underwriters named in Annex I to the foregoing Agreement. ANNEX I

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementobligation to purchase Securities hereunder, and if the remaining Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Underwriters pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Securities, each non-defaulting Underwriters shall be obligated Underwriter, acting severally and not jointly, agrees to purchase and pay for (in from the respective proportions which Company that number of Default Securities that bears the amount same proportion of the total number of Default Securities then being purchased as the number of Securities set forth opposite their names the name of such non-defaulting Underwriter in Schedule II I hereto bears to the aggregate amount number of Securities set forth opposite the names of all the remaining non-defaulting Underwriters, subject, however, to such adjustments to eliminate fractional shares as the Underwriters in their sole discretion shall make. (b) In the event that the aggregate number of Default Securities which exceeds 10% of the number of Securities, the Underwriters may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters agreed but failed who so agree) to purchase; providedpurchase the Default Securities on the terms contained herein. In the event that within five calendar days after such a default the Underwriters do not arrange for the purchase of the Default Securities as provided in this Section 9, howeverthis Agreement shall thereupon terminate, that without liability on the remaining part of the Company with respect thereto (except in each case as provided in Sections 7, 8 and 11) or the non-defaulting Underwriters Underwriters, but nothing in this Agreement shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the relieve a defaulting Underwriter or Underwriters agreed but failed of its or their liability, if any, to purchase exceeds 9.09% of the aggregate principal amount of other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities and any remaining non-defaulting Underwriter shall not are to be obligated to purchase more than 110% of purchased by the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities are to be purchased by another party or parties as aforesaid, the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory the Company shall have the right to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date or settlement date, as the case may be for up to seven full a period, not exceeding five business days days, in order to effect any whatever changes that in the opinion of counsel for The Republic or counsel for the Underwriters may thereby be made necessary in the Registration Statement, Statement or the Final Prospectus or in any other document documents and arrangements, and the Company agrees to file promptly any amendment or arrangementsupplement to the Registration Statement or the Final Prospectus which, in the opinion of Underwriters’ counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

Default by an Underwriter. If (a) If, on either Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (the Shares that the defaulting Underwriter agreed but failed to purchase on such Closing Date in the respective proportions which that the amount number of Securities shares of the Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II hereto I bears to the aggregate amount total number of Securities shares of the Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule I; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Shares on such Closing Date if the aggregate principal amount total number of Securities which the Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the aggregate principal amount total number of Securities the Shares to be purchased on such Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount number of Securities set forth opposite its name in Schedule II heretothe Shares that it agreed to purchase on such Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities Shares to be purchased by the defaulting Underwriter or Underwriterson such Closing Date. If the remaining Underwriters or other underwriters Underwriters satisfactory to the Representatives Underwriters do not elect to purchase Securities the shares that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after on such defaultClosing Date, this Agreement (or, with respect to the Second Closing Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares) shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 9. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto I who, pursuant to this Section 811, purchases Securities that Firm Shares which a defaulting Underwriter agreed but failed to purchase. . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic the Company for damages caused by its default. If other underwriters Underwriters are obligated or agree to purchase the Securities Shares of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or The Republic the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Bonds which it has agreed to purchase hereunder, the Representative may in its discretion arrange for itself or another party or other parties to purchase such Bonds on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Bonds, then the Bond Issuer shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representative to purchase such Bonds on such terms. In the event that, within the respective prescribed periods, the Representative notifies the Bond Issuer that it has so arranged for the purchase of such Bonds, or the Bond Issuer notifies the Representative that it has so arranged for the purchase of such Bonds, the Representative or the Bond Issuer shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and pay the Bond Issuer agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Bonds. (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute Bonds of a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedby the Representative and the Bond Issuer as provided in subsection (a) above, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities such Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09remains unpurchased does not exceed 10% of the aggregate principal amount of Securities and any remaining all the Bonds, then the Bond Issuer shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name Bonds which such Underwriter agreed to purchase hereunder and, in Schedule II hereto. If the foregoing maximums are exceededaddition, the remaining to require each non-defaulting UnderwritersUnderwriter to purchase its pro rata share (based on the principal amount of Bonds which such Underwriter agreed to purchase hereunder) of the Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Bonds of a defaulting Underwriter or Underwriters by the Representative and the Bond Issuer as provided in subsection (a) above, the aggregate principal amount of such Bonds which remains unpurchased exceeds 10% of the aggregate principal amount of all Bonds, or those other underwriters satisfactory to if the Representatives who so agree, shall have the right, but Bond Issuer shall not be obligated, exercise the right described in subsection (b) above to purchase, in such proportion as may be agreed upon among them, all the Securities require non-defaulting Underwriters to be purchased by the purchase Bonds of a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used the Bond Issuer, except for the expenses to be borne by the Bond Issuer and the Underwriters as provided in this Agreement, Section 9 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 10 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of all the Underwriters' Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount principal amounts of Securities set forth opposite their names in Schedule II hereto bears bear to the aggregate principal amount of Underwriters' Securities set forth opposite the names of all the remaining Underwriters, or in such other proportions as you may specify in accordance with the provisions of the agreement among Underwriters relating to the offering of the Securities) the Underwriters' Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Underwriters' Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Underwriters' Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Underwriters' Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default' Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Province. As used In the event of a default by any Underwriter as set forth in this AgreementSection 3, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing herein contained shall relieve any defaulting Underwriter of its liability, if any, to the Province and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Underwriter or Underwriters purchase hereunder and such failure to purchase shall constitute a default (in this Section called the performance of its or their obligations under this Agreement“Unpurchased Securities”), the remaining non-defaulting Underwriters may in their discretion arrange for themselves or another party or other parties to purchase such Unpurchased Securities on the terms contained herein. If within 36 hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Unpurchased Securities, then the Company shall be obligated severally entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase and pay such Unpurchased Securities on such terms. In the event that, within the respective prescribed period, the non-defaulting Underwriters notify the Company that they have so arranged for (the purchase of such Unpurchased Securities, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Unpurchased Securities, such Underwriters or the Company shall have the right to postpone the Closing Date for such Unpurchased Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the respective proportions which Registration Statement or the amount of Securities set forth opposite their names Prospectus as amended or supplemented, or in Schedule II hereto bears any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the aggregate amount Registration Statement or the Prospectus which in the opinion of the non-defaulting Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Securities. (b) If, after giving effect to any arrangements for the purchase of the Unpurchased Securities set forth opposite the names of all the remaining Underwriters) the Securities which the a defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that by the remaining non-defaulting Underwriters shall not be obligated to purchase any of and the Securities if Company as provided in subsection (a) above, the aggregate principal amount of such Unpurchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% remains unpurchased does not exceed one-eleventh of the aggregate principal amount of Securities and any remaining the Securities, then the Company shall have the right to require each non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name which such Underwriter agreed to purchase hereunder and, in Schedule II hereto. If the foregoing maximums are exceededaddition, the remaining to require each non-defaulting UnderwritersUnderwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Unpurchased Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Unpurchased Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of Unpurchased Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Securities, as referred to in subsection (b) above, or those other underwriters satisfactory to if the Representatives who so agree, shall have the right, but Company shall not be obligated, exercise the right described in subsection (b) above to purchase, in such proportion as may be agreed upon among them, all the require non-defaulting Underwriters to purchase Unpurchased Securities to be purchased by the of a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used the Company, except for the expenses to be borne by the Company and the Underwriters as provided in this Agreement, Section 6 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 10 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-non- defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republic. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Certificates by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Certificates set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Certificates set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Certificates on the Closing Date if the aggregate principal amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Certificates to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Certificates which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseChase Securities Inc. November 13, 1998 Page 25 otherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 810, purchases Securities that Certificates which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Trust Preferred Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for the Trust Preferred Securities (in the respective proportions which the principal amount of Trust Preferred Securities set forth opposite their names in on Schedule II hereto bears to the aggregate principal amount of Trust Preferred Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.0910% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Trust Preferred Securities set forth opposite its name in on Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Trust Preferred Securities, in and if such proportion as may be agreed upon among them, all the Securities to be purchased by the non-defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that all of the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultTrust Preferred Securities, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used the Guarantor or the Trust, except for the expenses to be borne by the Guarantor or the Trust and the Underwriters as provided in this Agreement, Section 5 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 7 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase In the Securities event of a defaulting or withdrawing Underwriterdefault by any Underwriter as set forth in this Section 9, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days such period, not exceeding five Business Days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Notes on the Closing Date if the aggregate principal amount of Securities Notes which the defaulting Underwriter U▇▇▇▇▇▇▇▇▇▇ or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Notes to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Notes which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 810, purchases Securities that Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (the Notes which the defaulting Underwriter or Under-writers agreed but failed to purchase on the Closing Date in the respective proportions which the principal amount of Securities Notes set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II hereto I to the Terms Agreement bears to the aggregate principal amount of Securities Notes set forth opposite the names of all the remaining Underwriters) non-defaulting Underwriters in Schedule I to the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchaseTerms Agreement; provided, however, that the remaining non-non- defaulting Underwriters shall not be obligated to purchase any of the Securities Notes on the Closing Date if the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Notes to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Notes which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 810, purchases Securities that Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Underwritten Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters for such Underwritten Class of Notes shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities Underwritten Notes of such Class set forth opposite their names in Schedule II A hereto bears bear to the aggregate amount of Securities Underwritten Notes of such Class set forth opposite the names of all the such remaining UnderwritersUnderwriters for such Class of Underwritten Notes) the Securities Underwritten Notes of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities Underwritten Notes of such Class which the defaulting Underwriter or Underwriters for such Class of Underwritten Notes agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities Underwritten Notes set forth opposite its name in Schedule II A hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof such Underwritten Notes, in and if such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining nondefaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after all such defaultUnderwritten Notes of such Class, this Agreement shall will terminate without liability on to any nondefaulting Underwriter, the part Transferor or the Bank. In the event of a default by any non-defaulting Underwriter or The Republic. As used as set forth in this AgreementSection 10, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Preliminary Prospectus and the Prospectus or in any other document documents or arrangement.arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter for its liability, if any, to the Transferor and the Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder. WFN 2019-A Underwriting Agreement

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (the DECS which the defaulting Underwriter agreed but failed to purchase in the respective proportions which the amount number of Securities DECS set forth opposite their names in Schedule II I hereto to be purchased by each remaining non-defaulting Underwriter set forth therein bears to the aggregate amount number of Securities DECS set forth opposite the names of therein to be purchased by all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, provided that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities DECS if the aggregate principal amount number of Securities DECS which the defaulting Underwriter Underwriting or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount total number of Securities DECS, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount number of Securities DECS set forth opposite its name in Schedule II heretoI hereto to be purchased by it. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or UnderwritersDECS. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase Securities that the DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, or The Republic. As used SBC, except that SBC will continue to be liable for the payment of expenses as set forth in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase6(a)(viii) hereof. Nothing contained herein in this Section 4 shall relieve a defaulting Underwriter of any liability it may have to The Republic SBC for damages caused by its default. If other underwriters Underwriters are obligated or agree to purchase the Securities DECS of a defaulting or withdrawing Underwriter, either the Representatives Representative or The Republic SBC may postpone the Closing each Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic SBC or counsel for the Underwriters Representative may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party to this Agreement or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Issuers shall be entitled to a further period of thirty-six hours within which to procure another party to this Agreement or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Securities, or the Issuers notify you that they have so arranged for the purchase of such Securities, you or the Issuers shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Information, the Prospectus, or in any other documents or arrangements, and pay the Issuers agree to prepare promptly any amendments to the Registration Statement, the Time of Sale Information or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities; (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute of a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Securities, then the Issuers shall have the right to purchase; provided, however, that the remaining require each non-defaulting Underwriters shall not be obligated Underwriter to purchase any the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities if of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default; and (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase remains unpurchased exceeds 9.09% one-tenth of the aggregate principal amount of Securities and any remaining all the Securities, or if the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% Securities of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used the Issuers or the Guarantor, except for the expenses to be borne by the Issuers and the Guarantor and the Underwriters as provided in this Agreement, Section 6 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 9 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, of the Securities the defaulting Underwriter failed to purchase. (b) If the non-defaulting Underwriters are not obligated to and do not purchase all the Securities the defaulting Underwriter failed to purchase, in such proportion as may the Company shall be agreed upon among them, all the Securities entitled to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or a period of 36 hours within which to procure other underwriters persons reasonably satisfactory to the Representatives do not elect non-defaulting Underwriters to purchase such Securities that and if arrangements for the defaulting Underwriter or Underwriters agreed but failed purchase of such Securities by other persons selected by the Company and reasonably satisfactory to purchase the Representative are not made within 36 hours after such default, this Agreement shall will terminate without liability to any non- defaulting Underwriter or the Company unless the Company elects to reduce the principal amount of the Securities to be offered by the amount of the Securities that the defaulting Underwriter failed to purchase, in which event the non-defaulting Underwriters will have the right to purchase all, but shall not be under any obligation to purchase any, of such reduced principal amount of Securities. In the event the non-defaulting Underwriters decline to purchase all of such reduced principal amount of Securities, this Agreement will terminate without any liability on the part of the non- defaulting Underwriters or the Company. (c) In the event of a default by any non-defaulting Underwriter or The Republic. As used as set forth in this AgreementSection 9, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statementsuch period, the Final Prospectus or in any other document or arrangement.not exceeding five Business Days, as the

Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail Underwriter defaults on its obligation to purchase and pay for any of the Securities that it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining non-defaulting Underwriters shall be obligated severally to may in their discretion arrange for the purchase and pay for (in the respective proportions which the amount of such Securities set forth opposite their names in Schedule II hereto bears by other persons satisfactory to the aggregate amount of Securities set forth opposite Company on the names of all terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall not be obligated entitled to purchase any a further period of 36 hours within which to procure other persons satisfactory to the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated Underwriters to purchase more than 110% of the principal amount of such Securities set forth opposite its name in Schedule II heretoon such terms. If other persons become obligated or agree to purchase the foregoing maximums are exceededSecurities of a defaulting Underwriter, either the remaining non-defaulting Underwritersnon‑defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or those other underwriters satisfactory supplement to the Representatives who so agree, shall have Registration Statement and the right, but shall not be obligated, to purchase, in Prospectus that effects any such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicchanges. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II hereto whothat, pursuant to this Section 87, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 7 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 5 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic the Company or any non-defaulting Underwriter for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such ------------------------- Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Certificates by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Certificates set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Certificates set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that Chase Securities Inc. May 1, 1998 Page 24 the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Certificates on the Closing Date if the aggregate principal amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Certificates to be purchased on the Closing Date, and any remaining non-non- defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Certificates which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 810, purchases Securities that Certificates which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay subscribe for any of the Securities Shares which it has agreed to subscribe for hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to subscribe for such Shares on the terms contained herein. If within thirty six hours after such default by any Underwriter you do not arrange for the subscription for of such Shares, then Holdings shall be purchased by entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to subscribe for such Shares on such terms. In the event that, within the respective prescribed periods, you notify Holdings that you have so arranged for the subscription for such Shares, or Holdings notifies you that it has so arranged for the subscription for such Shares, you or Holdings shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and Holdings agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the subscription for the Shares of a defaulting Underwriter or Underwriters hereunder by you and such failure to purchase shall constitute a default Holdings as provided in the performance of its or their obligations under this Agreementsubsection (a) above, the remaining aggregate number of such Shares which remain unsubscribed for does not exceed one eleventh of the aggregate number of all the Shares to be subscription for at the Time of Delivery, then Holdings shall have the right to require each non-defaulting Underwriter to subscribe for the number of Shares which such Underwriter agreed to subscribe for hereunder at the Time of Delivery and, in addition, to require each non-defaulting Underwriter to subscribe for its pro rata share (based on the number of Shares which such Underwriter agreed to subscribe for hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the subscription for the Shares of a defaulting Underwriter or Underwriters by you and Holdings as provided in subsection (a) above, the aggregate number of such Shares which remain unsubscribed for exceeds one eleventh of the aggregate number of all the Shares to be subscribed for at the Time of Delivery, or if Holdings shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters shall be obligated severally to purchase and pay subscribe for (in the respective proportions which the amount Shares of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the a defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter or The Republic. As used Holdings, except for the expenses to be borne by Holdings and the Underwriters as provided in this Agreement, Section 5 hereof and the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed indemnity and contribution agreements in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed 10 hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Bank and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated severally to purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date in the respective proportions which the principal amount of Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I to the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities Notes on the Closing Date if the aggregate principal amount of J.P. Morgan Securities Inc. September 23, 2003 Page 24 Notes which the defaulting ▇▇▇ ▇▇▇▇▇▇ting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the aggregate principal amount of Securities the Notes to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of Securities set forth opposite its name in Schedule II heretothe Notes which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Bank do not elect to purchase Securities that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultpurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or The Republicthe Bank, except that the provisions of Section 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule II hereto I to the Terms Agreement who, pursuant to this Section 810, purchases Securities that Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Underwritten Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters for such Class of Underwritten Notes shall be obligated severally to purchase take up and pay for (in the respective proportions which the amount of Securities Underwritten Notes of such Class of Notes set forth opposite their names in Schedule II A hereto bears bear to the aggregate amount of Securities Underwritten Notes of such Class of Notes set forth opposite the names of all the such remaining UnderwritersUnderwriters for such Class of Underwritten Notes) the Securities Underwritten Notes of such Class of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Securities Underwritten Notes of such Class of Notes which the defaulting Underwriter or Underwriters for such Class of Underwritten Notes agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities Underwritten Notes set forth opposite its name in Schedule II A hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof such Underwritten Notes, in and if such proportion as may be agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining nondefaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after all such defaultUnderwritten Notes of such Class of Notes, this Agreement shall will terminate without liability on to any nondefaulting Underwriter, the part Transferor or the Bank. In the event of a default by any non-defaulting Underwriter or The Republic. As used as set forth in this AgreementSection 11, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date shall be postponed for up to such period, not exceeding seven full business days days, as the Representatives shall determine in order to effect any that the required changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Preliminary Prospectus and the Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter for its liability, if any, to the Transferor and the Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Firm Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Firm Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if event that the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09shall exceed 10% of the aggregate principal amount of Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Offered Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Offered Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultOffered Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The Republicthe Company (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 9, a Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes, shall be deemed to include any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto who, pursuant to this Section 8, purchases Securities that a defaulting Underwriter agreed but failed to purchaseunder this Section 9. Nothing contained herein in this Agreement shall relieve a any defaulting Underwriter of its liability, if any, to the Company and any liability it may have to The Republic nondefaulting Underwriter for damages caused occasioned by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or The Republic may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangementdefault hereunder.