S.I. No. 421/2004 - Asset Covered Securities Act, 2001 (Approval of Transfers Between The Governor and Company of the Bank of Ireland and Bank of Ireland Mortgage Bank) Order 2004

1. This order may be cited as

the Asset Covered Securities Act, 2001

(Approval of Transfers between The Governor and Company of the Bank of Ireland and Bank of Ireland Mortgage Bank) Order 2004.

2. A word or expression that is used in this order and is used and defined in the Act has, unless the contrary intention appears, the same meaning in this order as in the Act.

3. A word or expression that is used in this order and is used and defined in the Scheme but not in the Act, has unless the contrary intention appears, the same meaning in this order as in the Scheme.

4. In this order (including the recitals to this order) —

“Act”

has the meaning given to it in the first recital to this order;

“Agreement”

means the Transfer Agreement dated 2 July 2004 between GovCo and the DCI providing for one or more transfers from time to time from a Transferor to a Transferee of Irish Residential Loan Business and/or Irish Residential Loan Assets;

“Authority”

has the meaning given to it in the first recital to this order;

“DCI”

has the meaning given to it in the first recital to this order;

“GovCo”

has the meaning given to it in the first recital to this order;

“Irish Residential Loan Assets”

has the meaning given to it in the Scheme;

“Irish Residential Loan Business”

has the meaning given to it in the Scheme;

“Transfer”

means a transfer pursuant to section 58 of the Act and in accordance with the Scheme of Irish Residential Loan Business and/or Irish Residential Loan Assets from the relevant Transferor to the relevant Transferee as specified or stated in Schedule 1 or another Schedule entered into by GovCo and the DCI in accordance with the Scheme;

“Transferee”

in relation to

(a) the Transfer contemplated by Schedule 1, means the DCI; and

(b) any other Transfer, the DCI or GovCo as specified or stated in relevant Schedule as ‘Transferee in respect of the Transfer’;

“Transferor”

in relation to

(a) the Transfer contemplated by Schedule 1, means GovCo; and

(b) any other Transfer, means GovCo or the DCI as specified or stated in the relevant Schedule as ‘Transferor in respect of the Transfer’;

“Transfer Date”

in relation to a Transfer (including, without limitation, that contemplated by Schedule 1), means the date(s) specified as the ‘Transfer Date for the Transfer’ in the relevant Schedule;

“Transfer Irish Residential Loan Assets”

has the meaning given to it in the Scheme;

“Transfer Irish Residential Loan Business”

has the meaning given to it in the Scheme;

“Schedule”

has the meaning given to it in the Scheme;

“Schedule 1”

means Schedule 1 to the Scheme entered into by GovCo and the DCI on the date of the Scheme;

“Scheme”

means the scheme (for the transfer from a Transferor to a Transferee of Irish Residential Loan Business and/or Irish Residential Loan Assets including, without limitation, that contemplated by Schedule 1) dated 2 July 2004, made by GovCo and the DCI and submitted by them to the Authority for its approval pursuant to section 58 of the Act (including, the schedules thereto and Schedule 1) and the Agreement in so far as it relates to that scheme.

5. The Authority hereby approves, for the purposes of section 58 of the Act, each Transfer (including, without limitation, that contemplated by Schedule 1) to be made in accordance with the Scheme.

6. The Authority's approval of each Transfer (including without limitation, that contemplated by Schedule 1) to be made in accordance with the Scheme is for the purposes of section 58(5) of the Act subject to the following conditions: None

7. A Transfer (including without limitation, that contemplated by Schedule 1), for the purposes of the Scheme, of Transfer Irish Residential Loan Business and/or Transfer Irish Residential Loan Assets as contemplated by Schedule 1 or, as applicable, another Schedule made in accordance with the Scheme, shall take effect as provided for in section 58(8) of the Act

(a) subject to any conditions on the approval of the relevant Transfer set out in paragraph 6 of this order; and

(b) on the relevant Transfer Date determined in accordance with the Scheme and set out in the relevant Schedule.

8. On a Transfer (including, without limitation, that contemplated by Schedule 1) of Transfer Irish Residential Loan Business and/or Transfer Irish Residential Loan Assets as specified or stated in Schedule 1 or, as applicable, another Schedule made in accordance with the Scheme, as provided for in section 58(9)

(a) the relevant Transferee has the same rights (including priorities) and obligations in respect of that business or those assets (as specified in the relevant Schedule) as the relevant Transferor had immediately before the relevant Transfer took effect; and

(b) the relevant Transferor ceases to have those rights and obligations.

Signed on this 2 day of July, 2004

Chief Executive

Of the

IRISH FINANCIAL SERVICES

REGULATORY AUTHORITY

EXPLANATORY NOTE

(This note is not part of the order and does not purport to be a legal interpretation)

The order approves the transfer from time to time of all or part of the Irish residential mortgage business and/or Irish residential mortgage assets of the Governor and Company of the Bank of Ireland (Bank of Ireland) to Bank of Ireland Mortgage Bank (or vice versa) in accordance with a transfer scheme submitted to the Central Bank and Financial Services Authority of Ireland under

section 58

of the

Asset Covered Securities Act, 2001

. The effect of the order is that the relevant provisions of

section 58

of the

Asset Covered Securities Act, 2001

will apply to the transfer(s).

WHEREAS

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

(“GovCo”)

a corporation incorporated in the State with registered number C-1, having its principal office at Lower Baggot Street, Dublin 2 and being the holder of a licence under

section 9

of the

Central Bank Act 1971

(No. 24 of 1971) and BANK OF IRELAND MORTGAGE BANK (the

“DCI”

) a company incorporated in the State with registered number 386415, having its registered office at New Century House, I.F.S.C., Mayor Street Lower, Dublin 1 and being the holder of a licence under

section 9

of the

Central Bank Act, 1971

(No. 24 of 1971) and registered as a designated mortgage credit institution under >the

Asset Covered Securities Act, 2001

(No. 47 of 2001) (as amended, the

“Act”

), have submitted the Scheme (as defined below) to the Central Bank and Financial Services Authority of Ireland (the

“Central Bank”

) for its approval under section 58(4) of the Act;

AND WHEREAS

Section 33C of the

Central Bank Act 1942

(as amended) designates the Irish Financial Services Regulatory Authority (the

“Authority”

) as being the body responsible for carrying out the functions of the Central Bank under Section 58(4) of the Act;

AND WHEREAS

the Scheme contains such details as the Authority requires with respect to the business or the assets which are or may be the subject of any Transfer (as defined below) and specifies the date or dates on which each Transfer is to take place or how that date or those dates are to be ascertained;

AND WHEREAS

the Authority is satisfied as required to section 58(6) of the Act that the Scheme will achieve the purpose referred to in section 58(5) of the Act and that the conditions (if any) imposed by the Authority in respect of the Scheme have been or will be complied with;

AND WHEREAS

GovCo is associated with the DCI within the meaning of section 58(12) of the Act and accordingly, the Authority is the relevant person for the purposes of section 58 of the Act and any Transfer between GovCo and the DCI;

NOW

the Authority, in the exercise of the powers conferred on the Authority under section 58(6) of the Act hereby orders as follows