AGREEMENTS, IN EACH CASE, IN
ACCORDANCE WITH THE INDENTURE AND THE TERMS OF SUCH HEDGE AGREEMENTS;
(K)
PROVIDING NOTIFICATION PROMPTLY, IN WRITING, TO THE TRUSTEE AND
THE ISSUER UPON RECEIVING ACTUAL NOTICE THAT A COLLATERAL DEBT SECURITY IS
SUBJECT TO AN OFFER OR HAS BECOME A DEFAULTED SECURITY, A WRITTEN DOWN SECURITY
OR A CREDIT RISK SECURITY;
(L)
PROVIDING NOTIFICATION PROMPTLY, IN WRITING, TO THE TRUSTEE AND
THE ISSUER UPON BECOMING ACTUALLY AWARE OF A 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 OF
REPLENISHMENT PROCEEDS IN ADDITIONAL COLLATERAL DEBT SECURITIES IN THE
FORESEEABLE FUTURE WOULD, AT ANY TIME DURING THE REPLENISHMENT PERIOD, EITHER BE
IMPRACTICAL OR NOT BENEFICIAL TO THE ISSUER AND 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, THE CLASS A-2 NOTE INSURER
AND EACH HEDGE COUNTERPARTY OF (A) SUCH ELECTION AND (B) THE AMOUNT OF SUCH
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 IN ACCORDANCE WITH THE
TERMS THEREOF AND THE INDENTURE;
(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,
(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;
3
(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 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