Mortgage Note Purchase Agreement Template for Canada

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Key Requirements PROMPT example:

Mortgage Note Purchase Agreement

"I need a Mortgage Note Purchase Agreement for the sale of a CAD $50M residential mortgage portfolio from First Canadian Bank to Investment Trust Corp, with closing expected in March 2025; the seller will retain servicing rights."

Document background
The Mortgage Note Purchase Agreement is a critical document used in Canadian financial markets when one institution seeks to transfer mortgage notes to another entity. This agreement is commonly utilized in situations involving portfolio sales, securitization transactions, or strategic divestitures of mortgage assets. It must comply with Canadian federal banking regulations and provincial securities laws, while addressing specific requirements for mortgage transfers in Canadian jurisdictions. The document typically includes detailed provisions for the purchase price calculation, representations about the mortgage pool, servicing arrangements, and regulatory compliance requirements. It's particularly relevant for transactions involving Canadian residential and commercial mortgages, and must incorporate specific Canadian legal and regulatory requirements that differ from other jurisdictions.
Suggested Sections

1. Parties: Identification of the seller and purchaser of the mortgage notes

2. Background: Context of the transaction and brief description of the mortgage notes being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including purchase price, payment mechanics, and transfer procedures

5. Representations and Warranties of Seller: Seller's representations regarding the mortgage notes, title, authority, and compliance

6. Representations and Warranties of Purchaser: Purchaser's representations regarding authority, financial capacity, and regulatory compliance

7. Conditions Precedent: Conditions that must be satisfied before closing

8. Closing: Closing mechanics, timing, and deliverables

9. Indemnification: Indemnification obligations of both parties

10. Term and Termination: Duration of agreement and termination rights

11. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law

Optional Sections

1. Servicing Rights and Obligations: Include when servicing arrangements are being transferred or modified as part of the purchase

2. Securitization Provisions: Include when the purchase is part of a securitization transaction

3. Regulatory Compliance: Additional compliance provisions when either party is a regulated entity

4. Post-Closing Obligations: Include when there are specific obligations that continue after closing

5. Third Party Consents: Include when third party approvals are required for the transfer

6. Custodial Arrangements: Include when a third-party custodian will hold the mortgage notes

Suggested Schedules

1. Schedule A - Mortgage Note Schedule: Detailed list and description of each mortgage note being purchased

2. Schedule B - Purchase Price Calculation: Methodology and calculations for determining the purchase price

3. Schedule C - Required Documents: List of documents required for each mortgage note

4. Schedule D - Form of Transfer Documents: Forms of assignment and transfer documents

5. Schedule E - Form of Closing Certificate: Form of certificate confirming satisfaction of closing conditions

6. Schedule F - Due Diligence Checklist: Checklist of required due diligence items

7. Schedule G - Servicing Transfer Documents: Forms and procedures for servicing transfer if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Real Estate

Investment Management

Mortgage Lending

Securities & Capital Markets

Financial Technology

Relevant Teams

Legal

Finance

Treasury

Mortgage Operations

Risk Management

Compliance

Capital Markets

Investment

Portfolio Management

Due Diligence

Securitization

Transaction Management

Relevant Roles

Chief Financial Officer

Treasury Manager

Portfolio Manager

Mortgage Operations Manager

Legal Counsel

Compliance Officer

Risk Manager

Investment Director

Securitization Manager

Director of Capital Markets

Mortgage Servicing Manager

Due Diligence Officer

Transaction Manager

Finance Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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