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 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 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 and arrangements satisfactory to the Representatives who so agree, shall have Underwriters and the right, but shall Company for the purchase of such Securities are 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 made within 36 hours after such default, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase 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. 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 and the Company shall determine in order that the required changes in the Registration Statement, the Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall terminate without liability on the part of relieve any non-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, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule II hereto whothe Underwriting Agreement that, 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. 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. 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. 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 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 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 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 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. 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 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. 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 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 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. 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. 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. 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 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 Securities set forth opposite their names in Schedule II I hereto bears to the aggregate amount number of Securities set forth opposite the names of all the remaining Underwriters or in such other proportion as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may specify in accordance with the Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 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 number 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 number 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 Company or the Adviser. 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 Underwriters shall determine in order that the required changes in the Final 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 Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. The Republic. As used in this Agreement, 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 Company, 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 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 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 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 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 that the amount of Underwritten Securities set forth opposite their names in Schedule II I hereto bears to the aggregate amount of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which that 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 9.09% 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 Underwritten Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Firm Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities. If within 36 hours one Business Day after such defaultdefault relating to more than 10% of the Firm Securities the remaining Underwriters do not arrange for the purchase of such Underwritten Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you to purchase said Underwritten Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Underwritten Securities to which a default relates as provided in this Section 9, this Agreement shall will terminate without liability on the part of to any non-defaulting 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 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 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 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, of the Securities; provided further, however, that if within 24 hours after such default by such defaulting Underwriter or Underwriters holding in excess of 10% of the aggregate principal amount of the Securities set forth in Schedule I hereto, the remaining non-defaulting Underwriters shall not have agreed to purchasepurchase all of the Securities, in such proportion as may then the Issuer shall be agreed upon among them, all entitled to a further period of 36 hours within which to procure another party or parties satisfactory to the Underwriters to 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 within 36 hours after and if no such defaultparty purchases such Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republicthe Issuer, except as provided in Sections 6 and 8 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 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 Time of counsel for The Republic or counsel for the Underwriters may be necessary in the Registration StatementSale Information, 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 or any no defaulting 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. (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. 10.

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 of the Underwriters shall fail or refuse on the Firm Shares Closing Date or the Additional Shares Closing Date to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder on such date 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 number of Securities set forth opposite Firm Shares or Additional Shares, as the names of all the remaining Underwriters) the Securities case may be, which the such defaulting Underwriter or Underwriters Underwriters, as the case may be, agreed but failed to purchase; provided, however, that the remaining non-defaulting Underwriters shall not be obligated or refused to purchase any is not more than one-tenth of the Securities if the aggregate principal amount total number of Securities which the defaulting Underwriter or Underwriters agreed but failed Shares to purchase exceeds 9.09% of the aggregate principal amount of Securities and any remaining be purchased on such date by all Underwriters, each non-defaulting Underwriter shall not be obligated to purchase more than 110% severally, in the proportion which the number of the principal amount of Securities Firm Shares set forth opposite its name in Schedule II hereto. If I bears to the foregoing maximums are exceeded, total number of Firm Shares which all the remaining non-defaulting Underwriters, or those other underwriters satisfactory to as the Representatives who so agreecase may be, shall have the right, but shall not be obligated, agreed to purchase, or in such other proportion as the Underwriters may be agreed upon among themspecify, all to purchase the Securities to be purchased by Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 10 by an amount in excess of one-tenth of the total number of Firm Shares or Additional Shares, as the case may be, that the Underwriters are obligated to purchase on the Firm Shares Closing Date or the Additional Shares Closing Date, as applicable, without the written consent of such Underwriter. If on the remaining Firm Shares Closing Date or on the Additional Shares Closing Date, as the case may be, any Underwriter or Underwriters shall fail or other underwriters refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters in the event of a default by an Underwriter and arrangements satisfactory to the Representatives do Underwriters and the Company for purchase of such Shares are not elect to purchase Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase made within 36 48 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or The RepublicUnderwriter, any Selling Stockholder and the Company. As used In any such case which does not result in termination of 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 Underwriters or The Republic may the Company shall have the right to postpone the Firm Shares Closing Date or the Additional Shares Closing Date, as the case may be, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for The Republic or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and the Final Prospectus or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

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. 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 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 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 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 Underwriters, as the case may be, shall be obligated severally to purchase take up and pay for (in the respective proportions which that the amount of the Offered Securities set forth opposite their names in Schedule II A hereto bears to the aggregate amount of the Offered Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Offered Securities which that 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 event that the aggregate amount 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 shall exceed 10% of the aggregate amount of the Offered Securities set forth in Schedule A hereto, the Company and the Selling Shareholder shall be entitled to a period of 36 hours within 36 which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Offered Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Shareholder shall not have completed such arrangements within 72 hours after such defaultdefault and the amount of unpurchased Offered Securities exceeds 10% of the amount of such Offered Securities to be purchased on such date, then this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republicthe Company and the Selling Shareholder (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). As used In the event of a default by any Underwriter 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 applicable Closing Date shall be postponed for up to seven full business days in order such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for The Republic the Company and the Selling Shareholder or counsel for the Underwriters may be Representatives are 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 and the Selling Shareholder or 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, 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 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 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 Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase, 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 remaining 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, 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 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, 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 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 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 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. (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 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 18 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 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 Section 18 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, 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; 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, 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 Republicthe Company and Carnival plc. 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 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 plc 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 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; provided, further, 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 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 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. 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 Chase Securities Inc. February 19, 1997 Page 25 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 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 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 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 of 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. 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 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. 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 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 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 arrangementarrangements 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/ Xxxxxxx Xxxxxxx --------------------------- Name: Xxxxxxx Xxxxxxx Title: President CAPITAL ONE AUTO FINANCE, INC. By /s/ Xxxxxxx Xxxxxxx --------------------------- Name: Xxxxxxx Xxxxxxx Title: Manager of Securitization The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WACHOVIA SECURITIES, INC., as Representative of the Underwriters By /s/ Xxxx Xxxxxx ---------------------------------------- Name: Xxxx Xxxxxx Title: Director For itself and the other several Underwriters named in Annex I to the foregoing Agreement. ANNEX I

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 Units 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 Securities Units set forth opposite their names in Schedule II I hereto bears to the aggregate amount number of Securities Units set forth opposite the names of all the remaining Underwriters) the Securities Units 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 number of Securities Units 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 Securities Units 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, of such Units. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Units which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for 24 hours to allow the several Underwriters the privilege of substituting within 24 hours (including non-business hours) another underwriter or underwriters (which may include any non-defaulting Underwriter) satisfactory to the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by such postponed Closing Date, the Closing Date may, at the option of the Company, be postponed for a further 24 hours, if necessary to allow the Company the privilege of finding another underwriter or underwriters, satisfactory to the Representatives, to purchase the Units which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If it shall be arranged for the remaining Underwriters or substituted underwriters to take up the Units of the defaulting Underwriter or Underwriters as provided in this paragraph (a), the Company shall have the right to postpone the time of delivery for a period of not more than seven full business 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 the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (b) the respective number of Units to be purchased by the remaining Underwriters and substitute underwriters shall be taken as the basis of their underwriting obligation. If the remaining Underwriters shall not take up and pay for all such proportion as may be Units so agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other substitute another underwriter or underwriters satisfactory to as aforesaid and the Representatives do Company shall not find or shall not elect to purchase Securities that the defaulting Underwriter seek another underwriter or Underwriters agreed but failed to purchase within 36 hours after underwriters for such defaultUnits as aforesaid, then this Agreement shall 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 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 or 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 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 which Nxxxx xxxxx 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. (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 (in this Section called "Unpurchased Bonds"), the Representatives may in their discretion arrange for themselves or any party or other parties to purchase such Unpurchased Bonds on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Unpurchased Bonds, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Unpurchased Bonds on such terms. If the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Unpurchased Bonds, the Representatives or the Company shall have the right to postpone the Closing Date for such Unpurchased Bonds 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 Bonds. (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 Bonds 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 paragraph (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 Unpurchased Bonds 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 Bonds, 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 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 Unpurchased 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 Unpurchased Bonds of a defaulting Underwriter or those other underwriters satisfactory to Underwriters by the Representatives who so agreeand the Company as provided in paragraph (a) above, shall have the rightaggregate principal amount of Unpurchased Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Bonds, but as referred to in paragraph (b) above, if the Company shall not be obligated, exercise the right described in paragraph (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 Unpurchased 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 Company, except for the expenses to be borne by the Company 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 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 arrangement11.

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 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 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 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 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 Representatives may make arrangements for the purchase of such Notes by other persons satisfactory to the Bank and the Representatives, 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 J.P. Morgan Securities Inc. and Banc One Capital Markets, Inc. May 00, 0000 Xxge 24 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 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 (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 princixxx xxxxxx 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 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/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: President CAPITAL ONE AUTO FINANCE, INC. By /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Manager of Securitization The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC By /s/ Xxxxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: Principal X.X. XXXXXX SECURITIES INC. By /s/ Xxxxxxx Xxxxx ---------------------------------- Name: Xxxxxxx Xxxxx Title: Vice President For themselves and the other several Underwriters named in Annex I to the foregoing Agreement. ANNEX I

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 Uxxxxxxxxxx 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 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 Underwriters, as the case may be, shall be obligated severally to purchase take up and pay for (in the respective proportions which that the amount of the Offered Securities set forth opposite their names in Schedule II A hereto bears to the aggregate amount of the Offered Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Offered Securities which that 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 event that the aggregate amount 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 shall exceed 10% of the aggregate amount of the Offered Securities set forth in Schedule A hereto, the Company and the Selling Shareholder shall be entitled to a period of 36 hours within 36 which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriters, as the case may be, to purchase no less than the amount of such unpurchased Offered Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, however, the Company and the Selling Shareholder shall not have completed such arrangements within 72 hours after such defaultdefault and the amount of unpurchased Offered Securities exceeds 10% of the amount of such Offered Securities to be purchased on such date, then this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter or The Republicthe Company and the Selling Shareholder. As used In the event of a default by any Underwriter 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 seven full business days in order such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for The Republic the Company and the Selling Shareholder or counsel for the Underwriters may be Representative are 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 and the Selling Shareholder or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If 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 Lxxxxx Brothers Inc. 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 Lxxxxx Brothers Inc. 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 of 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 8. 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 810, purchases Securities that Firm Shares 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 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 Lxxxxx Brothers Inc. or the Representatives or The Republic 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. 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 thx Xxxxxxx Xate 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 Delivery Date, any one or more Underwriters shall fail or refuse to purchase and pay for any of the Underwritten Securities that it or they have agreed to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement and such failure or refusal 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 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 Immediate Delivery Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds 9.09% in the respective proportions which the principal amount of Underwritten Securities set forth in the Terms Agreement to be purchased by each remaining non-defaulting Underwriter bears to the aggregate principal amount of Underwritten Securities and set forth in the Terms Agreement to be purchased by all the remaining non-defaulting Underwriters; provided that 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 heretothe Terms Agreement to be purchased by it. If the foregoing maximums are maximum is 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 UnderwritersImmediate Delivery Underwritten Securities. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Immediate Delivery Underwritten Securities that 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 Republic. As used the Bank, except that the Bank and the Underwriters shall each, respectively, continue to be liable for the payment of their own 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 purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to The Republic for damages caused by its default5(j) hereof. If other underwriters are obligated or agree to purchase the Immediate Delivery Underwritten Securities of a defaulting Underwriter or withdrawing UnderwriterUnderwriters, either the Representatives Representative or The Republic the Bank may postpone the Closing Delivery Date for up to seven (7) full business days in order to effect any changes that that, in the opinion of counsel for The Republic or United States counsel for the Underwriters Bank or United States counsel for the Underwriters, may be necessary in the Registration Statement, the Final any Prospectus or in any other document or arrangement.agreement. Nothing contained in this Section shall relieve any defaulting Underwriter of any liability it may have to the Bank for damages caused by its default

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 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 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.

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-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 of the Underwriters shall fail to purchase and pay for any of the Securities Underwritten Public 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 take up and pay for (in the respective proportions which the aggregate principal amount of Securities all the Underwritten Public Certificates of the various Classes set forth opposite their names in Schedule II hereto the Prospectus Supplement bears to the aggregate principal amount of Securities all of the Underwritten Public Certificates of the various Classes set forth opposite the names name of all the remaining Underwriters) the Securities which Underwritten Public Certificates that 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 Public Certificates 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% all of the principal amount of Securities Underwritten Public Certificates set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceededProspectus Supplement, 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 Public Certificates, 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 Public Certificates, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or The RepublicCWABS. 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 seven full business days such period, not exceeding [seven] days, as the nondefaulting Underwriters shall determine in order to effect any that 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 CWABS and to any nondefaulting Underwriter for damages occasioned by its defaulting 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 I to the Terms Agreement who, pursuant to xxxxxxxx xx 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 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 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, of such Underwritten Securities. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Underwritten Securities which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for 24 hours to allow the several Underwriters the privilege of substituting within 24 hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by such postponed Closing Date, the Closing Date may, at the option of the Company, be postponed for a further 24 hours, if necessary to allow the Company the privilege of finding another underwriter or underwriters, satisfactory to the Representatives, to purchase the Underwritten Securities which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If it shall be arranged for the remaining Underwriters or substituted underwriters to take up the Underwritten Securities of the defaulting Underwriter or Underwriters as provided in this paragraph, (a) the Company shall have the right to postpone the time of delivery for a period of not more than seven full business 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 the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (b) the respective number of Underwritten Securities to be purchased by the remaining Underwriters and substitute underwriters shall be taken as the basis of their underwriting obligation. If the remaining Underwriters shall not take up and pay for all such proportion as may be Underwritten Securities so agreed upon among them, all the Securities to be purchased by the defaulting Underwriter or Underwriters. If the remaining Underwriters or other substitute another underwriter or underwriters satisfactory to as aforesaid and the Representatives do Company shall not find or shall not elect to purchase seek another underwriter or underwriters for such Underwritten Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase within 36 hours after such defaultas aforesaid, then this Agreement shall 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 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 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 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 Representative 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.

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 (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. 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 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. 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.