Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase, the Lead Underwriter may make arrangements satisfactory to the Republic for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the Republic, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Offered Securities which it or they have agreed to purchase under the Terms Underwriting Agreement and the aggregate principal amount of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% is ten percent or less of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities that to be sold under the Underwriters are obligated to purchaseUnderwriting Agreement, as the case may be, the Lead Underwriter may make arrangements satisfactory to the Republic for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments under the Terms Underwriting Agreement (including the provisions of this Agreement), to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults or default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occurs or occur exceeds 10% is more than ten percent of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities to be sold under the Underwriting agreement, as the case may be, and arrangements satisfactory to the Lead Underwriter Representative and the Republic Depositor for the purchase of such Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 36 hours after any such default, the Terms Underwriting Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter Underwriters or the Republic, Depositor except as provided in for the expenses to be paid or reimbursed by the Depositor pursuant to Section 911 hereof. As used in the Terms Agreement (including the provisions of this Underwriting Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Underwritten Notes hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities Underwritten Notes that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Underwritten Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Underwritten Notes that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Underwritten Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Underwritten Notes that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities Underwritten Notes by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered the Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered the Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered the Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Offered Securities which it or they have agreed to purchase under the Terms Underwriting Agreement and the aggregate principal amount of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed is ten percent (10% %) or less of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities that to be sold under the Underwriters are obligated to purchaseUnderwriting Agreement, as the case may be, the Lead Underwriter may make arrangements satisfactory to the Republic for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments under the Terms Underwriting Agreement (including the provisions of this Agreement), to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults or default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occurs or occur exceeds is more than ten percent (10% %) of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities to be sold under the Underwriting agreement, as the case may be, and arrangements satisfactory to the Lead Underwriter Representative and the Republic Depositor for the purchase of such Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 36 hours after any such default, the Terms Underwriting Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter Underwriters or the Republic, Depositor except as provided in for the expenses to be paid or reimbursed by the Depositor pursuant to Section 911 hereof. As used in the Terms Agreement (including the provisions of this Underwriting Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Purchased Securities under pursuant to this Agreement and the Terms Agreement and the aggregate principal amount of the Offered Purchased Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed is ten percent (10% %) or less of the total principal amount of the Offered Purchased Securities that to which such Terms Agreement relates, the Underwriters are obligated to purchase, or the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Purchased Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder and under the such Terms Agreement (including the provisions of this Agreement), to purchase the Offered Purchased Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Purchased Securities with respect to which such default or defaults occur exceeds 10% of is more than the total principal above-described amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter remaining Underwriters and the Republic Company for the purchase of such Offered Purchased Securities by other persons are not made within 36 thirty-six hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any of the 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 their the performance of its obligations under this Agreement, the remaining Underwriter(s) shall be obligated to purchase Offered take up and pay for the Securities under which the Terms Agreement and defaulting Underwriter(s) agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the Offered Securities that such defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase does not shall exceed 1030% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase, the Lead Underwriter may make arrangements satisfactory to the Republic for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect set forth in Schedule II hereto, the remaining Underwriter shall have the right to which such default or defaults occur exceeds 10% purchase all (but not less than all), but shall not be under any obligation to purchase any, of the total principal amount of Securities, and if such non-defaulting Underwriter(s) does not purchase all the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic for the purchase of such Offered Securities by other persons are not made within 36 hours after such defaultSecurities, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of to any non-defaulting Underwriter or the Republic. In the event of any such default that does not result in a termination of this Agreement, except as provided either the Underwriters or the Republic shall have the right to postpone the Closing Date for a period not exceeding seven days in Section 9order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements. As used in the Terms Agreement (including the provisions of this Agreement)herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of pursuant to this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic11.

Default of Underwriters. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Offered Securities which it or they have agreed to purchase under the Terms Underwriting Agreement and the aggregate principal amount of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed is ten percent (10% %) or less of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities that to be sold under the Underwriters are obligated to purchaseUnderwriting Agreement, as the case may be, the Lead Underwriter may make arrangements satisfactory to the Republic for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments under the Terms Underwriting Agreement (including the provisions of this Agreement), to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults or default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occurs or occur exceeds is more than ten percent (10% %) of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities to be sold under the Underwriting Agreement, as the case may be, and arrangements satisfactory to the Lead Underwriter Representative and the Republic Depositor for the purchase of such Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 36 hours after any such default, the Terms Underwriting Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter Underwriters or the Republic, Depositor except as provided in for the expenses to be paid or reimbursed by the Depositor pursuant to Section 911 hereof. As used in the Terms Agreement (including the provisions of this Underwriting Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Units hereunder on either the Terms Agreement First or any Optional Closing Date and the aggregate principal amount number of the Offered Securities Units that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities Units that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Credit Suisse may make arrangements satisfactory to the Republic Partnership for the purchase of such Offered Securities Units by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Units that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Units with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Units that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Credit Suisse and the Republic Partnership for the purchase of such Offered Securities Units by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicPartnership, except as provided in Section 910 (provided that if such default occurs with respect to Optional Units after the First Closing Date, this Agreement will not terminate as to the Firm Units or any Optional Units purchased prior to such termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default defaults in its or their obligations to purchase the Offered Securities under the Terms Agreement hereunder and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter non-defaulting Underwriters may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwritersthemselves, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter non-defaulting Underwriters and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the RepublicCompany, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein herein, including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. (a) If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Shares hereunder on the Terms Agreement Closing Date or the Option Closing Date and the aggregate principal amount number of the Offered Securities Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities that Shares the Underwriters are obligated to purchasepurchase on such Closing Date or Option Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date or Option Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Shares that the Offered Securities Underwriters are obligated to purchase on such Closing Date or Option Closing Date, and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities Shares by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910 (provided that if such default occurs with respect to Shares after the Closing Date or Option Closing Date, this Agreement will not terminate as to the Firm Shares or any Additional Shares purchased prior to termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under any of the Terms Agreement Depositary Shares hereunder on the Closing Date and the aggregate principal amount number of the Offered Securities Depositary Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities Depositary Shares that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Depositary Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Depositary Shares that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities the Depositary Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount aggregate number of the Offered Securities Depositary Shares that the applicable Underwriters are obligated to purchase on such date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities Depositary Shares by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered any of the Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount number of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount aggregate number of the Offered Securities that the applicable Underwriters are obligated to purchase on such date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under this Agreement and the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the such Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section 8 shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany. The foregoing obligations and agreements set forth in this Section 8 will not apply if the Terms Agreement specifies that such obligations and agreements will not apply.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under this Agreement and the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the such Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ ' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany. The foregoing obligations and agreements set forth in this Section will not apply if the Terms Agreement specifies that such obligations and agreements will not apply.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Credit Suisse may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Credit Suisse and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representative may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representative and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. (a) If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal aggregate Principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910 (provided that if such default occurs with respect to Securities after the Closing Date, this Agreement will not terminate as to the Securities purchased prior to termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered any of the Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount number of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount aggregate number of the Offered Securities that the applicable Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Shares hereunder on either the Terms Agreement Closing Date or any Option Closing Date and the aggregate principal amount number of the Offered Securities shares of Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities shares of Shares that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Shares that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities Shares by other persons are not made within 36 48 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 94(l) and 9(c) (provided that if such default occurs with respect to Option Shares after the Closing Date, this Agreement will not terminate as to the Firm Shares or any Option Shares purchased prior to such termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Shares hereunder on either the Terms Agreement First Closing Date or any Subsequent Closing Date and the aggregate principal amount number of the Offered Securities Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities Shares that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Selling Stockholders for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Shares that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Representatives, the Company and the Republic Selling Stockholders for the purchase of such Offered Securities Shares by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the RepublicSelling Stockholders, except as provided in Section 98 (provided that if such default occurs with respect to Optional Shares after the Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement Certificates hereunder and the aggregate principal face amount of the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal face amount of the Offered Securities that the Underwriters are obligated to purchaseCertificates, the Lead Underwriter you may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal face amount of Offered Securities the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal face amount of the Offered Securities Certificates and arrangements satisfactory to the Lead Underwriter you and the Republic Company for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, then the Terms Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Certificates. If, after giving effect to any such arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company, the aggregate face amount of such Certificates that remains unpurchased exceeds 10% of the total face amount of the Certificates, then this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 96. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement hereunder and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an a Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement hereunder and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an a Underwriter under this SectionSection 7. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Offered Securities which it or they have agreed to purchase under the Terms Underwriting Agreement and the aggregate principal amount of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% is ten percent or less of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities that to be sold under the Underwriters are obligated to purchaseUnderwriting Agreement, as the case may be, the Lead Underwriter may make arrangements satisfactory to the Republic for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments under the Terms Underwriting Agreement (including the provisions of this Agreement), to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults or default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occurs or occur exceeds 10% is more than ten percent of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities to be sold under the Underwriting Agreement, as the case may be, and arrangements satisfactory to the Lead Underwriter Representative and the Republic Depositor for the purchase of such Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 36 hours after any such default, the Terms Underwriting Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter Underwriters or the Republic, Depositor except as provided in for the expenses to be paid or reimbursed by the Depositor pursuant to Section 911 hereof. As used in the Terms Agreement (including the provisions of this Underwriting Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Notes hereunder on either the Terms Agreement First or any Optional Closing Date and the aggregate principal amount of the Offered Securities Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of the Offered Securities Notes that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Issuers for the purchase of such Offered Securities Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Notes that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Notes with respect to which such default or defaults occur exceeds 10% of the total aggregate principal amount of Notes that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Issuers for the purchase of such Offered Securities Notes by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicIssuers, except as provided in Section 910 (provided that if such default occurs with respect to Option Notes after the First Closing Date, this Agreement will not terminate as to the Initial Notes or any Option Notes purchased prior to such termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under this Agreement and the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the such Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section 8 shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany. The foregoing obligations and agreements set forth in this Section 8 will not apply if the Terms Agreement specifies that such obligations and agreements will not apply.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement Certificates hereunder and the aggregate principal amount of the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseCertificates, the Lead Underwriter you may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of the Offered Securities Certificates and arrangements satisfactory to the Lead Underwriter you and the Republic Company for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, then the Terms Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Certificates. If, after giving effect to any such arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company, the aggregate principal amount of such Certificates that remains unpurchased exceeds 10% of the total principal amount of the Certificates, then this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 96. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Offered Securities which it or they have agreed to purchase under the Terms Underwriting Agreement and the aggregate principal amount of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% is ten percent or less of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities that to be sold under the Underwriters are obligated to purchaseUnderwriting Agreement, as the case may be, the Lead Underwriter may make arrangements satisfactory to the Republic for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments under the Terms Underwriting Agreement (including the provisions of this Agreement), to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults or default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occurs or occur exceeds 10% is more than ten percent of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities to be sold under the Underwriting Agreement, as the case may be, and arrangements satisfactory to the Lead Underwriter Representative and the Republic Depositor for the purchase of such Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 36 hours after any such default, the Terms Underwriting Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the Republic, Depositor except as provided in for the expenses to be paid or reimbursed by the Depositor pursuant to Section 911 hereof. As used in the Terms Agreement (including the provisions of this Underwriting Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement Certificates hereunder and the aggregate principal amount of the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseCertificates, the Lead Underwriter you may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of the Offered Securities Certificates and arrangements satisfactory to the Lead Underwriter you and the Republic Company for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, then the Terms Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Certificates. If, after giving effect to any such arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by the non defaulting Underwriters and the Company, the aggregate principal amount of such Certificates that remains unpurchased exceeds 10% of the total principal amount of the Certificates, then this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 96. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default defaults in its or their obligations to purchase the Offered Securities under the Terms Agreement hereunder, and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter non-defaulting Underwriters may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwritersthemselves, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the such Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter non-defaulting Underwriters and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Underwriting Agreement (including the provisions of this Agreement) will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the RepublicCompany, except as provided in Section 99 hereof. As used in the Terms Agreement (including the provisions of this Underwriting Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein herein, including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representative may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Representative and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910 (provided that if such default occurs with respect to Securities after the Closing Date, this Agreement will not terminate as to the Securities purchased prior to such termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Class A Notes hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities Class A Notes that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representative may make arrangements satisfactory to the Republic Seller for the purchase of such Offered Securities Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Class A Notes that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Class A Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Class A Notes that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representative and the Republic Seller for the purchase of such Offered Securities Class A Notes by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the Republic, Seller except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default default(s) in its or their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal aggregate amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default default(s) and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur occur(s) exceeds 10% of the total principal amount number of Securities that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives, the Company and the Republic Hovnanian for the purchase of such Offered Securities by other persons are not made within 36 48 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany and Hovnanian, except as provided in Section 910 hereof. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ ' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany and the Guarantors.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under this Agreement and the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the such Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to the reduction in the respective Underwriters’ ' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany. The foregoing obligations and agreements set forth in this Section will not apply if the Terms Agreement specifies that such obligations and agreements will not apply.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter CS First Boston may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter CS First Boston and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in ----------------------- their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under this Agreement and the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the such Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ ' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany. The foregoing obligations and agreements set forth in this Section will not apply if the Terms Agreement specifies that such obligations and agreements will not apply.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 7. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section 7 shall be determined without regard to reduction in the respective Underwriters’ ' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany.

Default of Underwriters. If any Underwriter or Underwriters default defaults in their its obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters have agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representative may make arrangements satisfactory to the Republic Chevy Chase for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Representative and the Republic Chevy Chase for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicChevy Chase, except as provided in Section 911. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement hereunder and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase, the Lead Underwriter CSFBC may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter CSFBC and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. (a) If any Underwriter or Underwriters default defaults in their its obligations to purchase the Offered Securities under the Terms Agreement Notes hereunder and the aggregate principal amount of the Offered Securities Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseNotes, the Lead Underwriter Representative may make arrangements satisfactory to the Republic Depositor for the purchase of such Offered Securities Notes by other personsPersons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Notes that such defaulting Underwriters Underwriter agreed but failed to purchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of the Offered Securities Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities Notes and arrangements satisfactory to the Lead Underwriter Representative and the Republic Depositor for the purchase of such Offered Securities Notes by other persons Persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicDepositor, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section11. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments . (b) In the event of the several Underwriters for the purposes any such default which does not result in a termination of this Section Agreement, either the Representative, the Depositor or the Bank shall be determined without regard have the right to reduction postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the respective Underwriters’ obligations to purchase Registration Statement or the principal amounts of the Offered Securities set forth opposite their names Prospectus or in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republicany other documents or arrangements.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder at the Terms Agreement Time of Delivery and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Time of Delivery does not exceed 10% of the total aggregate principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase at the Time of Delivery, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing DateTime of Delivery, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase at the Time of Delivery. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total aggregate principal amount of Securities that the Offered Securities Underwriters are obligated to purchase at the Time of Delivery and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representative may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representative and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on either the Terms Agreement First or any Optional Closing Date and the aggregate principal amount number of the shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the shares of Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of the shares of Offered Securities Securities, and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 99 (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 Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments In the event of the several Underwriters for the purposes any such default that does not result in a termination of this Section Agreement, the Representatives or the Company shall be determined without regard have the right to reduction postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the respective Underwriters’ obligations to purchase Registration Statement, the principal amounts of the Offered Securities set forth opposite their names Prospectus or in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republicany other documents or arrangements.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on either the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Credit Suisse may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Credit Suisse and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters participating in an offering of [Certificates] [Notes] default in their obligations to purchase Offered Securities [Certificates] [Notes] hereunder and under the Terms Agreement and the aggregate principal amount of the Offered Securities that such [Certificates] [Notes] which such defaulting Underwriter or Underwriters agreed agreed, but failed failed, to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase[Certificates] [Notes] set forth in such Terms Agreement, the Lead Underwriter you may make arrangements satisfactory to the Republic Depositor for the purchase of such Offered Securities [Certificates] [Notes] by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no regardless of whether such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be remain obligated severally, severally to purchase the [Certificates] [Notes] which they committed to purchase in proportion to their respective commitments accordance with the terms hereunder and under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities [Certificates] [Notes] with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of the Offered Securities [Certificates] [Notes] set forth in such Terms Agreement and arrangements satisfactory to the Lead Underwriter you and the Republic Depositor for the purchase of such Offered Securities [Certificates] [Notes] by other persons are not made within 36 hours after such defaultmade, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the Republicnondefaulting Underwriter, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement Normal APEX hereunder on the Closing Date and the aggregate principal liquidation amount of the Offered Securities Normal APEX that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal aggregate liquidation amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representative may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Normal APEX by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Normal APEX that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal liquidation amount of Offered Securities the Normal APEX with respect to which such default or defaults occur exceeds 10% of the total principal aggregate liquidation amount of the Offered Securities Normal APEX that the applicable Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representative and the Republic Company for the purchase of such Offered Securities Normal APEX by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Trust or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered the Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters of the Securities shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability with respect to the Securities on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910 hereof. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement hereunder and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters participating in an offering of Notes default in their obligations obligation to purchase Offered Securities Notes hereunder and under the Terms Agreement and the aggregate principal amount of the Offered Securities that such Notes which such defaulting Underwriter (or Underwriters agreed group of Underwriters) agreed, but failed failed, to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseNotes set forth in such Terms Agreement, the Lead Underwriter you may make arrangements arrangement satisfactory to the Republic Transferor for the purchase of such Offered Securities Notes by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no such arrangements are made by within a period of 36 hours after the Closing applicable Delivery Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunder and under the such Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that Notes which such defaulting Underwriters (or group of Underwriters) agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Notes with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of the Offered Securities Notes set forth in such Terms Agreement and arrangements satisfactory to the Lead Underwriter you and the Republic Transferor for the purchase of such Offered Securities Notes by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicTransferor, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default defaults in its or their obligations to purchase the Offered Securities under the Terms Agreement hereunder, and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter non-defaulting Underwriters may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwritersthemselves, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the such Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities Securities, and arrangements satisfactory to the Lead Underwriter non-defaulting Underwriters and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Underwriting Agreement (including the provisions of this Agreement) will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the RepublicCompany, except as provided in Section 99 hereof. As used in the Terms Agreement (including the provisions of this Underwriting Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein herein, including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Class A Certificates hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities Class A Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities Class A Certificates that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Transferor for the purchase of such Offered Securities Class A Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Class A Certificates that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Class A Certificates with respect to which such default or defaults occur exceeds 10% of the total principal amount of Class A Certificates that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Transferor for the purchase of such Offered Securities Class A Certificates by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicTransferor or the Company, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms this Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter [Underwriter] may make arrangements satisfactory to the Republic Company and the Parent for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to [Underwriter], the Lead Underwriter Company and the Republic Parent for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany or the Parent, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” "UNDERWRITER" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. (a) If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 1010.0% of the total aggregate principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representative may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, and not jointly, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 1010.0% of the total principal aggregate Principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Lead Underwriter Representative and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910 of this Agreement (provided that if such default occurs with respect to Securities after the Closing Date, this Agreement will not terminate as to the Securities purchased prior to termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” also includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default ----------------------- in their obligations to purchase Offered Purchased Securities under pursuant to this Agreement and the Terms Agreement and the aggregate principal amount of the Offered Purchased Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed is ten percent (10% %) or less of the total principal amount of the Offered Purchased Securities that to which such Terms Agreement relates, the Underwriters are obligated to purchase, or the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Purchased Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder and under the such Terms Agreement (including the provisions of this Agreement), to purchase the Offered Purchased Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Purchased Securities with respect to which such default or defaults occur exceeds 10% of is more than the total principal above-described amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter remaining Underwriters and the Republic Company for the purchase of such Offered Purchased Securities by other persons are not made within 36 thirty-six hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement hereunder and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter CSFB may make arrangements reasonably satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter CSFB and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 99 (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 Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase pur- chase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ ' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany.

Default of Underwriters. (a) If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date, and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 1010.0% of the total aggregate principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, and not jointly, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 1010.0% of the total principal aggregate Principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910 (provided that if such default occurs with respect to Securities after the Closing Date, this Agreement will not terminate as to the Securities purchased prior to termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” also includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate total principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate total principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 96 above. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate total principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representative may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate total principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representative and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 96 above. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Pricing Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Securities to be sold pursuant to the Offered Securities that the Underwriters are obligated to purchasePricing Agreement, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Pricing Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities to be sold pursuant to the Pricing Agreement with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities to be sold pursuant to the Offered Securities Pricing Agreement and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Pricing Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement)these Provisions, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section 13 shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Pricing Agreement as a result of Delayed Delivery Contracts delayed delivery contracts entered into by the RepublicCompany.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement hereunder and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase, the Lead Underwriter CSFBC may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase, and arrangements satisfactory to the Lead Underwriter CSFBC and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an a Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Notes hereunder on either the Terms Agreement First or any Optional Closing Date and the aggregate principal amount of the Offered Securities Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of the Offered Securities Notes that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter A.X. Xxxxxxx may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Notes that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter A.X. Xxxxxxx and the Republic Company for the purchase of such Offered Securities Notes by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910 (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 Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter Representatives and the Republic for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the Republic, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement Notes hereunder and the aggregate principal amount of the Offered Securities Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseNotes, the Lead Underwriter you may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Notes by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities the Notes with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of the Offered Securities Notes and arrangements satisfactory to the Lead Underwriter you and the Republic Company for the purchase of such Offered Securities Notes by other persons are not made within 36 hours after such default, then the Terms Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Notes. If, after giving effect to any such arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non defaulting Underwriters and the Company, the aggregate principal amount of such Notes that remains unpurchased exceeds 10% of the total principal amount of the Notes, then this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 96. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” AUnderwriter@ includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ ' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter CSFB may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter CSFB and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 99 hereof. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. (a) If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Shares hereunder on the Terms Agreement Closing Date or the Option Closing Date and the aggregate principal amount number of the Offered Securities Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities that Shares the Underwriters are obligated to purchasepurchase on such Closing Date or Option Closing Date, the Lead Underwriter Credit Suisse may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date or Option Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Shares that the Offered Securities Underwriters are obligated to purchase on such Closing Date or Option Closing Date, and arrangements satisfactory to the Lead Underwriter [ ] and the Republic Company for the purchase of such Offered Securities Shares by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910 (provided that if such default occurs with respect to Shares after the Closing Date or Option Closing Date, this Agreement will not terminate as to the Firm Shares or any Additional Shares purchased prior to termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10__% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter ________________ may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. In the event of such a default, ________________ may postpone the Closing Date for a period not exceeding seven days in order to make such arrangements for the purchase of such Offered Securities by other persons. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10__% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase and arrangements satisfactory to the Lead Underwriter ________________ and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default defaults in their obligations its obligation to purchase Offered Securities under Shares hereunder and if the Terms Agreement and the aggregate principal amount total number of the Offered Securities that Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% is ten percent or less of the total principal amount number of the Offered Securities that the Underwriters are obligated Shares to purchasebe sold hereunder, the Lead Underwriter may make arrangements satisfactory to the Republic for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, severally to purchase (in proportion the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to their respective commitments under the Terms Agreement (including total number of Shares set forth opposite the provisions names of this Agreementall the non-defaulting Underwriters), to purchase all the Offered Securities that Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount total number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% is more than ten percent of the total principal amount number of the Offered Securities Shares to be sold hereunder, and arrangements satisfactory to the Lead Underwriter other Underwriters and the Republic Company for the purchase of such Offered Securities Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) , insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the RepublicCompany except for (i) the provisions of Section 8 hereof, except as provided in and (ii) the expenses to be paid or reimbursed by the Company pursuant to Section 95. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will shall relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under this Agreement and the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the such Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ Underwrit- ers' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany. The foregoing obligations and agreements set forth in this Section will not apply if the Terms Agreement specifies that such obligations and agreements will not apply.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Units hereunder on either the Terms Agreement First Closing Date or any Optional Closing Date and the aggregate principal amount number of the Offered Securities Units that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities Units that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter CSFBC and SSB may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Units by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Units that such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities shares of Units with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Units that the Offered Securities Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter CSFBC and SSB and the Republic Company for the purchase of such Offered Securities Units by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 99 (provided that if such default occurs with respect to Option Units after the First Closing Date, this Agreement will not terminate as to the Firm Units or any Option Units purchased prior to such termination). As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters participating in an Offering of Securities default in their obligations to purchase Offered Securities hereunder and under the Terms Agreement and the aggregate principal amount purchase price of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount aggregate purchase price of the Offered Securities that the Underwriters are obligated to purchasethen being purchased, the Lead Underwriter you may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments under as set forth in the applicable Terms Agreement (including the provisions for all classes of this AgreementSecurities), to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount purchase price of Offered Securities with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount aggregate purchase price of the Offered Securities then being purchased, and arrangements satisfactory to the Lead Underwriter you and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) as to which such offering relates will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 911. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Shares hereunder on either the Terms Agreement First Closing Date or the Second Closing Date and the aggregate principal amount number of the Offered Securities that Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10% %) of the total principal amount number of the Offered Securities that Shares which the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that Shares which such defaulting Underwriters agreed but failed to purchasepurchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds is greater than ten percent (10% %) of the total principal amount number of Shares which the Offered Securities Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Lead Underwriter and the Republic Representatives for the purchase of such Offered Securities Shares by other persons are not made within 36 thirty-six hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the RepublicCompany, except as for the expenses to be paid by the Company pursuant to section 7 hereof and except to the extent provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republicsection 10 hereof.

Default of Underwriters. If any Underwriter or Underwriters ----------------------- default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any ----------- person substituted for an Underwriter under this SectionSection 7. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section 7 shall be determined without regard to reduction in the respective Underwriters’ ' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany.

Default of Underwriters. If any Underwriter or Underwriters participating in an offering of [Notes][Certificates] default in their obligations to purchase Offered Securities [Notes][Certificates] hereunder and under the Terms Agreement and the aggregate principal amount of the Offered Securities that such [Notes][Certificates] which such defaulting Underwriter or Underwriters agreed agreed, but failed failed, to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase[Notes][Certificates] set forth in such Terms Agreement, the Lead Underwriter you may make arrangements satisfactory to the Republic Depositor for the purchase of such Offered Securities [Notes][Certificates] by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no such arrangements are made within a period agreed to by you and the Depositor after the applicable Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunder and under the such Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that [Note][Certificate] which such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities [Notes][Certificates] with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of the Offered Securities [Notes][Certificates] set forth in such Terms Agreement and arrangements satisfactory to the Lead Underwriter you and the Republic Depositor for the purchase of such Offered Securities [Notes][Certificates] by other persons are not made within 36 hours such period agreed to by you and the Depositor after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicDepositor, except as provided in Section 912. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of the Offered Securities that the Underwriters are obligated to purchasepurchase on the Closing Date, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Securities that the Offered Securities Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Republicany Guarantor, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase the Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 910. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany.

Default of Underwriters. If any Underwriter or Underwriters default in its obligation or their obligations obligations, as the case may be, to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement Certificates hereunder and the aggregate principal face amount of the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal face amount of the Offered Securities that the Underwriters are obligated to purchaseCertificates, the Lead Underwriter you may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal face amount of Offered Securities the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal face amount of the Offered Securities Certificates and arrangements satisfactory to the Lead Underwriter you and the Republic Company for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, then the Terms Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Certificates. If, after giving effect to any such arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by the non defaulting Underwriters and the Company, the aggregate face amount of such Certificates that remains unpurchased exceeds 10% of the total face amount of the Certificates, then this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 96. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase and pay for does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter Representatives may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under this Agreement and the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase and pay for. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities securities by other persons are not made within 36 hours after such default, the such Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ ' obligations to purchase the principal amounts amount of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany. The foregoing obligations and agreements set forth in this Section will not apply if the Terms Agreement specified that such obligations and agreements will not apply.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement hereunder and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase, the Lead Underwriter CSFB may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Lead Underwriter Representatives and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms this Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Agreement), the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase the Offered Securities under the Terms Agreement and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchaseSecurities, the Lead Underwriter may make arrangements satisfactory to the Republic Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the Lead Underwriter and the Republic Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or the RepublicCompany, except as provided in Section 98. As used in the Terms Agreement (including the provisions of this Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the RepublicCompany.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under Class A Notes hereunder on the Terms Agreement Closing Date and the aggregate principal amount of the Offered Securities Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities Class A Notes that the Underwriters are obligated to purchasepurchase on such Closing Date, the Lead Underwriter may make arrangements satisfactory to the Republic TRC for the purchase of such Offered Securities Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement)hereunder, to purchase the Offered Securities Class A Notes that such defaulting Underwriters agreed but failed to purchasepurchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities the Class A Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities Class A Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Lead Underwriter and the Republic TRC for the purchase of such Offered Securities Class A Notes by other persons are not made within 36 hours after such default, the Terms this Underwriting Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Underwriter or TRC or the RepublicCompany, except as provided in Section 9. As used in the Terms Agreement (including the provisions of this Underwriting Agreement), the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters’ obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Republic.