DEFAULT
OR AN EVENT OF DEFAULT UNDER THE INDENTURE;
(M)
DETERMINING (SUBJECT TO THE INDENTURE)
WHETHER, IN LIGHT OF THE COMPOSITION OF COLLATERAL DEBT SECURITIES, GENERAL
MARKET CONDITIONS AND OTHER FACTORS CONSIDERED PERTINENT BY THE COLLATERAL
MANAGER, INVESTMENTS IN ADDITIONAL COLLATERAL DEBT SECURITIES WOULD, AT ANY TIME
DURING THE REINVESTMENT PERIOD, BE EITHER IMPRACTICAL OR NOT BENEFICIAL TO THE
HOLDERS OF THE PREFERRED SHARES;
(N)
IF THE COLLATERAL MANAGER ELECTS TO AMORTIZE
THE NOTES PURSUANT TO AND IN ACCORDANCE WITH SECTION 9.7 OF THE INDENTURE,
PROVIDING NOTIFICATION, IN WRITING, TO THE TRUSTEE, THE ISSUER, THE CO-ISSUER
AND EACH HEDGE COUNTERPARTY OF (A) SUCH ELECTION AND (B) THE AMOUNT OF PROCEEDS
THAT WILL BE USED TO SO AMORTIZE THE NOTES;
(O)
TAKING REASONABLE ACTION ON BEHALF OF THE
ISSUER TO EFFECT ANY OPTIONAL REDEMPTION, ANY TAX REDEMPTION, ANY AUCTION CALL
REDEMPTION OR ANY CLEAN-UP CALL IN ACCORDANCE WITH THE INDENTURE;
(P)
ON THE STATED MATURITY OF THE NOTES OR IN
CONNECTION WITH ANY OPTIONAL REDEMPTION, ANY TAX REDEMPTION, ANY AUCTION CALL
REDEMPTION OR ANY CLEAN-UP CALL, LIQUIDATING ANY REMAINING HEDGE AGREEMENTS;
(Q)
MONITORING THE RATINGS OF THE COLLATERAL
DEBT SECURITIES AND THE ISSUER'S COMPLIANCE WITH THE COVENANTS BY THE ISSUER IN
THE INDENTURE;
(R)
ASSISTING THE ISSUER IN (I) TAKING ANY
ACTION IN ORDER TO EFFECT AND/OR MAINTAIN THE LISTING OF ANY OF THE NOTES ON THE
IRISH STOCK EXCHANGE OR (II) OBTAINING ANY WAIVER FROM THE IRISH STOCK EXCHANGE,
OR (III) PROVIDING OTHER INFORMATION RELATED TO THE ISSUER THAT IS REASONABLY
AVAILABLE TO THE COLLATERAL MANAGER, IN EACH CASE, WHEN SPECIFICALLY REQUESTED
BY THE IRISH STOCK EXCHANGE;
(S)
COMPLYING WITH SUCH OTHER DUTIES AND
RESPONSIBILITIES AS MAY BE SPECIFICALLY REQUIRED OF THE COLLATERAL MANAGER BY
THE INDENTURE OR THIS AGREEMENT;
(T)
COMPLYING IN ALL MATERIAL RESPECTS WITH
THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE "ADVISERS ACT"), WITH
RESPECT TO THE ISSUER;
(U)
IN ORDER TO RENDER THE SECURITIES ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, WHILE ANY OF SUCH
SECURITIES REMAIN OUTSTANDING, MAKING AVAILABLE, UPON REQUEST, TO ANY HOLDER OR
PROSPECTIVE PURCHASER OF SUCH SECURITIES, ADDITIONAL INFORMATION REGARDING THE
ISSUER AND THE ASSETS IF SUCH INFORMATION IS REASONABLY AVAILABLE TO THE
COLLATERAL
3
MANAGER AND CONSTITUTES RULE 144A INFORMATION REQUIRED TO BE FURNISHED BY THE
ISSUER PURSUANT TO SECTION 7.13 OF THE INDENTURE, UNLESS THE ISSUER FURNISHES
INFORMATION TO THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
SECTION 13 OR SECTION 15(D) OF THE EXCHANGE ACT;
(V)
UPON REASONABLE REQUEST, ASSISTING THE
TRUSTEE OR THE ISSUER WITH RESPECT TO SUCH ACTIONS TO BE TAKEN AFTER THE CLOSING
DATE, AS IS NECESSARY TO MAINTAIN THE CLEARING AND TRANSFER OF THE NOTES THROUGH
DTC; AND
(W)
IN ACCORDANCE WITH THE COLLATERAL MANAGER
SERVICING STANDARD, ENFORCING THE RIGHTS OF THE ISSUER AS HOLDER OF THE
COLLATERAL DEBT SECURITIES, INCLUDING WITHOUT LIMITATION TAKING SUCH ACTION AS
IS NECESSARY TO ENFORCE THE ISSUER'S RIGHTS WITH RESPECT TO REMEDIES RELATED TO
BREACHES OF REPRESENTATIONS, WARRANTIES OR COVENANTS IN