Common use of The Prospectus Clause in Contracts

The Prospectus. (a) Subject to applicable law, the Republic authorizes you to use, and agrees to furnish you with as many copies as you may reasonably request of, the Prospectus, any issuer free writing prospectuses as defined in Rule 433 under the Securities Act relating to the Offer (each, an “Issuer Free Writing Prospectus”), if any, to be filed with the Commission prior to the Settlement Date, any other free writing prospectus as defined in Rule 405 under the Securities Act relating to the Offer (each, a “Free Writing Prospectus”) that the parties hereto shall hereafter agree in writing to treat as part of the Prospectus. Subject to applicable law, the Republic shall instruct the Information and Exchange Agent (as defined herein) to make available (or distribute through any means as mutually agreed with the Dealer Managers) to each registered Holder of any Eligible Notes, as soon as practicable, copies of the Prospectus and any amendments and supplements thereto. Thereafter, to the extent practicable until the Expiration Date, the Republic shall use its best efforts to cause copies of such materials to be made available (or distributed through any means as mutually agreed with the Dealer Managers) to each person who becomes a Holder of record of any Eligible Note, upon request by such Holder, in each case subject to applicable law. (b) The Republic shall not amend or supplement the Prospectus, or file, use or publish any such amendment or supplement or other offering materials for use in connection with the Offer or the results of the Offer, or refer to the Dealer Managers in any such material (except in each case for any announcements or notices required by applicable law, rules or regulations), without the Dealer Managers’ prior written consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other material for use with any third party in connection with the Offer, without the Republic’s consent, which consent shall not be unreasonably withheld. (c) The Republic will advise you promptly of (i) the occurrence after the date hereof of any event which could cause the Republic to withdraw or terminate the Offer or would permit the Republic to exercise the right not to exchange or purchase the Eligible Notes tendered pursuant to the Offer or not to issue the New Notes, (ii) any requirement after the date hereof to amend or supplement any Prospectus, (iii) the issuance after the date hereof of any communication, comment or order by the Commission or any National Governmental Agency (and, if in writing, will furnish a copy thereof) which is relevant to the Offer and (iv) any other information relating to the Offer which you may from time to time reasonably request in the performance of your duties hereunder. (d) The Republic agrees (i) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement thereto, of the suspension of the qualification of the New Notes for offering or delivery in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing of the Registration Statement (as defined below), the Base Prospectus or the Prospectus Supplement or any amendment or supplement thereto or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement thereto or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and (ii) promptly from time to time prior to the Expiration Date, and, if required in your reasonable judgment, after the Expiration Date, to take such action as you may reasonably request to qualify the Offer and the New Notes for offering and delivery under the Blue Sky or investment laws of such jurisdictions in the United States as you may reasonably request and to comply with such laws so as to permit the continuance of the Offer and delivery and dealings in the New Notes in such jurisdictions for as long as may be necessary to complete the Offer, provided that in connection therewith the Republic shall not be required to file a general consent to service of process in any jurisdiction. (e) The Republic agrees, if the delivery of a prospectus is required by law at any time prior to the expiration of 120 days after the time of issue of the Prospectus in connection with the Offer and if any event relating to or affecting the Republic, or of which the Republic is advised in writing by the Dealer Managers, shall occur, which should be set forth in a supplement to or an amendment of the Prospectus in order to make the statements set forth in the Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare (subject to the Dealer Managers’ prior written consent pursuant to Section 4(b)) and furnish to the Dealer Managers and the dealers named by any of the Dealer Managers a reasonable number of copies of a supplement to or supplements or an amendment or amendments of the Prospectus which will supplement or amend the Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In case any Dealer Manager or dealer is required to deliver a prospectus after the expiration of 120 days after the time of issue of the Prospectus, the Republic, upon the request of such Dealer Manager or dealer, will furnish to such Dealer Manager or dealer, a reasonable quantity of a supplemented or amended Prospectus, or supplements to or amendments of the Prospectus, complying with Section 10(a) of the Securities Act.

The Prospectus. (a) Subject to applicable law, the Republic authorizes you to useThe Trust is not, and agrees to furnish you with as many copies as you may reasonably request of, on the Prospectus, any issuer free writing prospectuses as defined in Rule 433 under the Securities Act relating to the Offer (each, an “Issuer Free Writing Prospectus”), if any, to be filed with the Commission prior to the Settlement Date, any other free writing prospectus as defined in Rule 405 under the Securities Act relating to the Offer (each, a “Free Writing Prospectus”) that the parties hereto shall hereafter agree in writing to treat as part of the Prospectus. Subject to applicable law, the Republic shall instruct the Information and Exchange Agent (as defined herein) to make available (or distribute through any means as mutually agreed with the Dealer Managers) to each registered Holder of any Eligible Notes, as soon as practicable, copies of the Prospectus and any amendments and supplements thereto. ThereafterClosing Date will not be, to the extent practicable until knowledge of the Expiration DateOfferors, classified as an association taxable as a corporation for United States federal income tax purposes. The Trust is, and on the Republic shall use its best efforts Closing Date will be, to cause copies the knowledge of such materials to be made available (the Offerors, classified as a grantor trust and not as a partnership or distributed through any means an association taxable as mutually agreed with the Dealer Managers) to each person who becomes a Holder of record of any Eligible Note, upon request by such Holder, in each case subject to applicable lawcorporation for United States federal income tax purposes. (bv) The Republic shall not amend or supplement the Prospectus, or file, use or publish any such amendment or supplement or other offering materials for use in connection with the Offer or the results capitalization of the OfferCompany is, or refer to the Dealer Managers in any such material (except in each case for any announcements or notices required by applicable law, rules or regulations), without the Dealer Managers’ prior written consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other material for use with any third party in connection with the Offer, without the Republic’s consent, which consent shall not be unreasonably withheld. (c) The Republic will advise you promptly of (i) the occurrence after the date hereof of any event which could cause the Republic to withdraw or terminate the Offer or would permit the Republic to exercise the right not to exchange or purchase the Eligible Notes tendered pursuant to the Offer or not to issue the New Notes, (ii) any requirement after the date hereof to amend or supplement any Prospectus, (iii) the issuance after the date hereof of any communication, comment or order by the Commission or any National Governmental Agency (and, if in writing, will furnish a copy thereof) which is relevant to the Offer and (iv) any other information relating to the Offer which you may from time to time reasonably request in the performance of your duties hereunder. (d) The Republic agrees (i) to advise you, promptly after it receives notice thereof, upon consummation of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement theretotransactions contemplated hereby will be, of the suspension of the qualification of the New Notes for offering or delivery in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing of the Registration Statement (as defined below), the Base Prospectus or the Prospectus Supplement or any amendment or supplement thereto or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement thereto or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and (ii) promptly from time to time prior to the Expiration Date, and, if required in your reasonable judgment, after the Expiration Date, to take such action as you may reasonably request to qualify the Offer and the New Notes for offering and delivery under the Blue Sky or investment laws of such jurisdictions in the United States as you may reasonably request and to comply with such laws so as to permit the continuance of the Offer and delivery and dealings in the New Notes in such jurisdictions for as long as may be necessary to complete the Offer, provided that in connection therewith the Republic shall not be required to file a general consent to service of process in any jurisdiction. (e) The Republic agrees, if the delivery of a prospectus is required by law at any time prior to the expiration of 120 days after the time of issue of the Prospectus in connection with the Offer and if any event relating to or affecting the Republic, or of which the Republic is advised in writing by the Dealer Managers, shall occur, which should be set forth in a supplement to or an amendment of the Prospectus in order to make the statements set forth in the ProspectusRegistration Statement and the Prospectus under the caption "Capitalization." All of the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, are fully paid and non-assessable and conform to the description thereof in the light Registration Statement and the Prospectus and were not issued in violation of any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in the Registration Statement and the Prospectus with respect to the Option Plan and Directors' Plan (as defined in the Prospectus) and the 55,000 shares of its common stock, $0.01 par value per share (the "Common Stock"), issuable upon the exercise of those certain warrants described in clause (ii) of footnote 2 under the caption "Capitalization" in the Prospectus (the "Warrants"), no options, warrants or other rights to purchase from the Company, agreements or other obligations of the circumstances under which they were made, not misleadingCompany to issue or other rights to convert any obligation into, or if it is necessary to amend exchange any securities for, shares of capital stock of or ownership interests in the Prospectus to comply with Company are outstanding. The description of the Securities ActOption Plan, the Republic will forthwith at its expense prepare (subject to Directors' Plan, the Dealer Managers’ prior written consent pursuant to Section 4(b)) and furnish to the Dealer Managers Warrant and the dealers named by any of the Dealer Managers a reasonable number of copies of a supplement to other options or supplements or an amendment or amendments of the Prospectus which will supplement or amend the Prospectus so that rights granted and exercised thereunder, as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, set forth in the light of the circumstances under which they were made, not misleading. In case any Dealer Manager or dealer is required to deliver a prospectus after the expiration of 120 days after the time of issue of Registration Statement and the Prospectus, accurately and fairly presents the Republic, upon information required to be shown under the request of such Dealer Manager or dealer, will furnish Act with respect to such Dealer Manager or dealeroptions, a reasonable quantity warrants and rights. (vi) Subsequent to the respective dates as of a supplemented or amended which information is given in the Registration Statement and Prospectus, and except as described therein, (A) neither the Trust, the Company nor the Subsidiary has incurred any material liabilities or supplements to obligations, direct or amendments contingent, or entered into any material transactions, (B) neither the Trust, the Company nor the Subsidiary has purchased any of its outstanding capital stock or declared, paid or otherwise made any dividend or distribution of any kind on its capital stock or otherwise and (C) there has not been any material adverse change in the condition (financial or otherwise), business, affairs, prospects or results of operations of the ProspectusTrust, complying with Section 10(athe Company and the Subsidiary, taken as a whole, or any material change in the Trust's, the Company's or the Subsidiary's capital stock, short-term debt or long-term debt. (vii) of The Shares to be sold by the Securities Act.Trust pursuant to this Agreement have been duly and validly authorized and, when issued, delivered and paid for

The Prospectus. (a) Subject to applicable law, the Republic authorizes you to use, and agrees to furnish you with as many copies as you may reasonably request of, the Prospectus, any issuer free writing prospectuses as defined in Rule 433 under the Securities Act relating to the Offer (each, an “Issuer Free Writing Prospectus”), if any, to be filed with the United States Securities and Exchange Commission (the “Commission”) prior to the Settlement Date, any other free writing prospectus as defined in Rule 405 under the Securities Act relating to the Offer (each, each a “Free Writing Prospectus”) that the parties hereto shall hereafter agree in writing to treat as part of the Prospectus. Subject to applicable law, the Republic shall instruct the Information and Exchange Agent (as defined herein) to make available (or distribute through any means as mutually agreed with the Dealer Managers) to each registered Holder of any Eligible NotesBonds, as soon as practicable, copies of the Prospectus and any amendments and supplements thereto. Thereafter, to the extent practicable until the Expiration Date, the Republic shall use its best efforts to cause copies of such materials to be made available (or distributed through any means as mutually agreed with the Dealer Managers) to each person who becomes a Holder of record of any Eligible NoteBond, upon request by such Holder, in each case subject to applicable law. (b) The Republic shall not amend or supplement the Prospectus, or file, use or publish any such amendment or supplement or other offering materials for use in connection with the Offer or the results of the Offer, or refer to the Dealer Managers in any such material (except in each case for any announcements or notices required by applicable law, rules or regulations), without the Dealer Managers’ prior written consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other material for use with any third party in connection with the Offer, without the Republic’s consent, which consent shall not be unreasonably withheld. (c) The Republic will advise you promptly of (i) the occurrence after the date hereof of any event which could cause the Republic to withdraw or terminate the Offer or would permit the Republic to exercise the right not to exchange or purchase the Eligible Notes Bonds tendered pursuant to the Offer or not to issue the New Notes2045 Bonds, (ii) any requirement after the date hereof to amend or supplement any Prospectus, (iii) the issuance after the date hereof of any communication, comment or order by the Commission or any National Governmental Agency (and, if in writing, will furnish a copy thereof) which is relevant to the Offer and (iv) any other information relating to the Offer which you may from time to time reasonably request in the performance of your duties hereunder. (d) The Republic agrees (i) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement thereto, of the suspension of the qualification of the New Notes 2045 Bonds for offering or delivery sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing of the Registration Statement (as defined below), the Base Prospectus or the Prospectus Supplement or any amendment or supplement thereto or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement thereto or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and (ii) promptly from time to time prior to the Expiration Date, and, if required in your reasonable judgment, after the Expiration Date, to take such action as you may reasonably request to qualify the Offer and the New Notes 2045 Bonds for offering and delivery sale under the Blue Sky or investment laws of such jurisdictions in the United States as you may reasonably request and to comply with such laws so as to permit the continuance of the Offer and delivery sales and dealings in the New Notes 2045 Bonds in such jurisdictions for as long as may be necessary to complete the Offer, provided that in connection therewith the Republic shall not be required to file a general consent to service of process in any jurisdiction. (e) The Republic agrees, if the delivery of a prospectus is required by law at any time prior to the expiration of 120 days after the time of issue of the Prospectus in connection with the Offer offering or sale of the 2045 Bonds and if at such time any event relating to or affecting the Republic, or Republic shall have occurred as a result of which the Republic is advised in writing by the Dealer Managers, shall occur, which should be set forth in a supplement to Prospectus as then amended or supplemented would include an amendment of the Prospectus in order to make the statements set forth in the Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare (subject to the Dealer Managers’ prior written consent pursuant to Section 4(b)) and furnish to the Dealer Managers and the dealers named by any of the Dealer Managers a reasonable number of copies of a supplement to or supplements or an amendment or amendments of the Prospectus which will supplement or amend the Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Securities Act or any applicable law, to notify you and upon your request to prepare and furnish without charge to the Dealer Managers and to any dealer in securities named by the Dealer Managers as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. In case any Dealer Manager or dealer is you are required to deliver a prospectus after in connection with sales of any of the expiration of 2045 Bonds at any time 120 days or more after the time of issue of the Prospectus, upon your request but at your expense, the Republic, upon the Republic agrees to prepare and deliver to you as many copies as you may request of such Dealer Manager an amended or dealer, will furnish to such Dealer Manager or dealer, a reasonable quantity of a supplemented or amended Prospectus, or supplements to or amendments of the Prospectus, Prospectus complying with Section 10(a10(a)(3) of the Securities Act.

The Prospectus. (a) Subject All issued and outstanding shares of Common Stock of the Company and each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable; to applicable lawsuch counsel's knowledge, the Republic authorizes you to useholders thereof have no rights of rescission with respect thereto, and agrees are not subject to furnish you with as many copies as you may reasonably request ofpersonal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or any Subsidiary. The Shares, the Prospectus, any issuer free writing prospectuses as defined in Rule 433 Representative's Warrants and the Representative's Shares to be sold by the Company hereunder and under the Securities Act relating Representative's Warrant Agreement are not and will not be subject to any preemptive or other similar rights of any shareholder, have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and conform to the Offer (eachdescription thereof contained in the Prospectus; the holders thereof will not be subject to any liability solely as such holders; all corporate action required to be taken for the authorization, an “Issuer Free Writing Prospectus”)issue and sale of the Shares, if anythe Representative's Warrants and the Representative's Shares has been duly and validly taken; and the certificates representing the Shares and the Representative's Warrants are in due and proper form. The Representative's Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby. Upon the issuance and delivery pursuant to this Agreement and the Representative's Warrant Agreement of the Shares and the Representative's Warrants, respectively, to be filed with sold by the Commission prior Company, the Underwriters and the Representative, respectively, will acquire good and marketable title to the Settlement DateShares and Representative's Warrants free and clear of any pledge, lien, charge, claim, encumbrance, pledge, security interest, or other restriction or equity of any kind whatsoever other free writing prospectus as defined in Rule 405 under than those created by the Securities Act relating to the Offer (each, a “Free Writing Prospectus”) that the parties hereto shall hereafter agree in writing to treat as part Representative. No transfer tax is payable by or on behalf of the Prospectus. Subject to applicable lawUnderwriters in connection with (A) the issuance by the Company of the Shares, (B) the Republic shall instruct purchase by the Information Underwriters of the Shares and Exchange Agent the Representative's Warrants, respectively, from the Company, (as defined hereinC) to make available (or distribute through any means as mutually agreed with the Dealer Managers) to each registered Holder consummation by the Company of any Eligible Notesof its obligations under this Agreement or the Representative's Warrant Agreement, as soon as practicable, copies or (D) resales of the Prospectus and any amendments and supplements thereto. Thereafter, to the extent practicable until the Expiration Date, the Republic shall use its best efforts to cause copies of such materials to be made available (or distributed through any means as mutually agreed with the Dealer Managers) to each person who becomes a Holder of record of any Eligible Note, upon request by such Holder, in each case subject to applicable law. (b) The Republic shall not amend or supplement the Prospectus, or file, use or publish any such amendment or supplement or other offering materials for use Shares in connection with the Offer or the results of the Offer, or refer to the Dealer Managers in any such material (except in each case for any announcements or notices required by applicable law, rules or regulations), without the Dealer Managers’ prior written consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other material for use with any third party in connection with the Offer, without the Republic’s consent, which consent shall not be unreasonably withheld. (c) The Republic will advise you promptly of (i) the occurrence after the date hereof of any event which could cause the Republic to withdraw or terminate the Offer or would permit the Republic to exercise the right not to exchange or purchase the Eligible Notes tendered pursuant to the Offer or not to issue the New Notes, (ii) any requirement after the date hereof to amend or supplement any Prospectus, (iii) the issuance after the date hereof of any communication, comment or order by the Commission or any National Governmental Agency (and, if in writing, will furnish a copy thereof) which is relevant to the Offer and (iv) any other information relating to the Offer which you may from time to time reasonably request in the performance of your duties hereunder. (d) The Republic agrees (i) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement thereto, of the suspension of the qualification of the New Notes for offering or delivery in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing of the Registration Statement (as defined below), the Base Prospectus or the Prospectus Supplement or any amendment or supplement thereto or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement thereto or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and (ii) promptly from time to time prior to the Expiration Date, and, if required in your reasonable judgment, after the Expiration Date, to take such action as you may reasonably request to qualify the Offer and the New Notes for offering and delivery under the Blue Sky or investment laws of such jurisdictions in the United States as you may reasonably request and to comply with such laws so as to permit the continuance of the Offer and delivery and dealings in the New Notes in such jurisdictions for as long as may be necessary to complete the Offer, provided that in connection therewith the Republic shall not be required to file a general consent to service of process in any jurisdiction. (e) The Republic agrees, if the delivery of a prospectus is required by law at any time prior to the expiration of 120 days after the time of issue of the Prospectus in connection with the Offer and if any event relating to or affecting the Republic, or of which the Republic is advised in writing by the Dealer Managers, shall occur, which should be set forth in a supplement to or an amendment of the Prospectus in order to make the statements set forth in the Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare (subject to the Dealer Managers’ prior written consent pursuant to Section 4(b)) and furnish to the Dealer Managers and the dealers named by any of the Dealer Managers a reasonable number of copies of a supplement to or supplements or an amendment or amendments of the Prospectus which will supplement or amend the Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In case any Dealer Manager or dealer is required to deliver a prospectus after the expiration of 120 days after the time of issue of the Prospectus, the Republic, upon the request of such Dealer Manager or dealer, will furnish to such Dealer Manager or dealer, a reasonable quantity of a supplemented or amended Prospectus, or supplements to or amendments of the Prospectus, complying with Section 10(a) of the Securities Act.distribution contemplated hereby;

The Prospectus. (a) Subject to applicable law, the Republic authorizes you to use, and agrees to furnish you with as many copies as you may reasonably request of, the Prospectus, any issuer free writing prospectuses as defined in Rule 433 under the Securities Act relating to the Offer (each, an “Issuer Free Writing Prospectus”), if any, to be filed with the United States Securities and Exchange Commission (the “Commission”) prior to the Settlement Date, any other free writing prospectus as defined in Rule 405 under the Securities Act relating to the Offer (each, each a “Free Writing Prospectus”) that the parties hereto shall hereafter agree in writing to treat as part of the Prospectus. Subject to applicable law, the Republic shall instruct the Information and Exchange Agent (as defined herein) to make available (or distribute through any means as mutually agreed with the Dealer Managers) to each registered Holder of any Eligible NotesBonds, as soon as practicable, copies of the Prospectus and any amendments and supplements thereto. Thereafter, to the extent practicable until the Expiration Date, the Republic shall use its best efforts to cause copies of such materials to be made available (or distributed through any means as mutually agreed with the Dealer Managers) to each person who becomes a Holder of record of any Eligible NoteBond, upon request by such Holder, in each case subject to applicable law. (b) The Republic shall not amend or supplement the Prospectus, or file, use or publish any such amendment or supplement or other offering materials for use in connection with the Offer or the results of the Offer, or refer to the Dealer Managers in any such material (except in each case for any announcements or notices required by applicable law, rules or regulations), without the Dealer Managers’ prior written consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other material for use with any third party in connection with the Offer, without the Republic’s consent, which consent shall not be unreasonably withheld. (c) The Republic will advise you promptly of (i) the occurrence after the date hereof of any event which could cause the Republic to withdraw or terminate the Offer or would permit the Republic to exercise the right not to exchange or purchase the Eligible Notes Bonds tendered pursuant to the Offer or not to issue the New Notes2028 Bonds, (ii) any requirement after the date hereof to amend or supplement any Prospectus, (iii) the issuance after the date hereof of any communication, comment or order by the Commission or any National Governmental Agency (and, if in writing, will furnish a copy thereof) which is relevant to the Offer and (iv) any other information relating to the Offer which you may from time to time reasonably request in the performance of your duties hereunder. (d) The Republic agrees (i) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement thereto, of the suspension of the qualification of the New Notes 2028 Bonds for offering or delivery sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing of the Registration Statement (as defined below), the Base Prospectus or the Prospectus Supplement or any amendment or supplement thereto or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or any amendment or supplement thereto or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and (ii) promptly from time to time prior to the Expiration Date, and, if required in your reasonable judgment, after the Expiration Date, to take such action as you may reasonably request to qualify the Offer and the New Notes 2028 Bonds for offering and delivery sale under the Blue Sky or investment laws of such jurisdictions in the United States as you may reasonably request and to comply with such laws so as to permit the continuance of the Offer and delivery sales and dealings in the New Notes 2028 Bonds in such jurisdictions for as long as may be necessary to complete the Offer, provided that in connection therewith the Republic shall not be required to file a general consent to service of process in any jurisdiction. (e) The Republic agrees, if the delivery of a prospectus is required by law at any time prior to the expiration of 120 days after the time of issue of the Prospectus in connection with the Offer offering or sale of the 2028 Bonds and if at such time any event relating to or affecting the Republic, or Republic shall have occurred as a result of which the Republic is advised in writing by the Dealer Managers, shall occur, which should be set forth in a supplement to Prospectus as then amended or supplemented would include an amendment of the Prospectus in order to make the statements set forth in the Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare (subject to the Dealer Managers’ prior written consent pursuant to Section 4(b)) and furnish to the Dealer Managers and the dealers named by any of the Dealer Managers a reasonable number of copies of a supplement to or supplements or an amendment or amendments of the Prospectus which will supplement or amend the Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Securities Act or any applicable law, to notify you and upon your request to prepare and furnish without charge to the Dealer Managers and to any dealer in securities named by the Dealer Managers as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. In case any Dealer Manager or dealer is you are required to deliver a prospectus after in connection with sales of any of the expiration of 2028 Bonds at any time 120 days or more after the time of issue of the Prospectus, upon your request but at your expense, the Republic, upon the Republic agrees to prepare and deliver to you as many copies as you may request of such Dealer Manager an amended or dealer, will furnish to such Dealer Manager or dealer, a reasonable quantity of a supplemented or amended Prospectus, or supplements to or amendments of the Prospectus, Prospectus complying with Section 10(a10(a)(3) of the Securities Act.