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Mortgage Sales Agreement

Mortgage Sales Agreement Template for Canada

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Key Requirements PROMPT example:

Mortgage Sales Agreement

"I need a Mortgage Sales Agreement for the sale of a $50M residential mortgage portfolio from ABC Bank to XYZ Credit Union, with the transaction scheduled to close by March 15, 2025, including provisions for ongoing servicing arrangements."

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Document background
The Mortgage Sales Agreement is essential for financial institutions and mortgage lenders operating in Canada who wish to transfer mortgage assets as part of their portfolio management, securitization, or business strategy. This document is typically used in scenarios where a financial institution wants to sell part or all of its mortgage portfolio to another eligible institution or when restructuring its loan assets. The agreement must comply with Canadian federal regulations, including the Bank Act and Interest Act, as well as provincial requirements governing mortgage transfers and consumer protection. It includes detailed provisions for the transfer of mortgage rights, obligations, and related security interests, while ensuring proper notification to borrowers and maintaining regulatory compliance. The document becomes particularly important in the context of portfolio sales, securitization transactions, or strategic divestitures of mortgage assets.
Suggested Sections

1. Parties: Identification of the seller and purchaser of the mortgage(s), including their legal status and contact details

2. Background: Context of the transaction, including the seller's ownership of the mortgage(s) and the purchaser's intention to acquire them

3. Definitions: Key terms used throughout the agreement, including technical and financial terminology specific to mortgage sales

4. Sale and Purchase: Core transaction terms, including the mortgage assets being sold and purchase price

5. Purchase Price and Payment: Details of the consideration, payment terms, and any adjustments

6. Closing Conditions: Conditions precedent to completion of the sale, including regulatory approvals and due diligence requirements

7. Representations and Warranties: Seller's assertions about the mortgage assets, including their validity, enforceability, and compliance with laws

8. Covenants: Ongoing obligations of both parties before and after closing

9. Transfer Process: Procedures for transferring the mortgage assets, including registration and notification requirements

10. Indemnification: Provisions for compensation in case of breach or third-party claims

11. Confidentiality: Protection of confidential information exchanged during the transaction

12. General Provisions: Standard clauses including governing law, notices, and amendment procedures

Optional Sections

1. Servicing Arrangements: Used when the seller will continue to service the mortgages post-sale

2. Portfolio Sale Provisions: Required for sales of multiple mortgages, including portfolio-specific terms

3. Regulatory Compliance: Additional provisions for regulated entities or high-value transactions

4. Data Protection: Enhanced privacy provisions when significant personal data is involved

5. Third Party Consents: Required when the transaction needs approval from other parties

6. Transition Services: Used when the seller provides additional services during a transition period

7. Foreign Currency Provisions: Required for mortgages denominated in foreign currencies

Suggested Schedules

1. Schedule A - Mortgage Asset Details: Detailed list and description of all mortgage assets being sold

2. Schedule B - Purchase Price Calculation: Formula and methodology for calculating the final purchase price

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

4. Schedule D - Form of Transfer Documents: Templates for assignment and transfer documentation

5. Schedule E - Seller's Power of Attorney: Authority for the purchaser to act on behalf of the seller post-closing

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

7. Appendix 1 - Borrower Notice Template: Form of notice to be sent to mortgage borrowers regarding the transfer

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Applicable Law
Assignment Date
Borrower
Business Day
Charge
Closing
Closing Date
Completion
Confidential Information
Cut-off Date
Default Interest
Disclosed Documents
Effective Date
Encumbrance
Environmental Law
Event of Default
Governmental Authority
Interest Adjustment Date
Loan Documents
Material Adverse Effect
Mortgage
Mortgage Assets
Mortgage Pool
Mortgage Rate
Mortgaged Property
Outstanding Principal Balance
Permitted Encumbrance
Portfolio
Purchase Price
Purchaser's Solicitors
Related Rights
Relevant Documents
Security
Security Interest
Seller's Solicitors
Service Provider
Servicing Agreement
Title Insurance Policy
Transaction Documents
Transfer
Transfer Documents
Transferred Rights
Warranty Breach
Working Day
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Covenants
Transfer and Assignment
Regulatory Compliance
Due Diligence
Confidentiality
Data Protection
Indemnification
Force Majeure
Termination
Notice Requirements
Assignment and Transfer
Governing Law
Dispute Resolution
Severability
Amendment
Entire Agreement
Counterparts
Further Assurance
Costs and Expenses
Interest
Set-off Rights
Waiver
Third Party Rights
Consumer Protection
Portfolio Management
Servicing Arrangements
Documentation Requirements
Risk Transfer
Insurance
Title Warranties
Registration Requirements
Default Provisions
Remedies
Relevant Industries

Banking

Financial Services

Real Estate

Mortgage Lending

Insurance

Legal Services

Investment Management

Financial Technology

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Credit Risk

Mortgage Operations

Commercial Banking

Investment Management

Due Diligence

Transaction Management

Portfolio Management

Real Estate Finance

Relevant Roles

Chief Financial Officer

Legal Counsel

Mortgage Portfolio Manager

Risk Manager

Compliance Officer

Treasury Manager

Portfolio Analyst

Credit Risk Officer

Commercial Banking Director

Mortgage Operations Manager

Real Estate Finance Director

Investment Manager

Due Diligence Specialist

Transaction Manager

Legal Operations Manager

Industries
Bank Act: Federal legislation governing banking institutions and their mortgage lending activities in Canada, including requirements for mortgage insurance and lending practices.
Interest Act: Federal law that regulates interest rates and calculations on mortgages, including prepayment rights and interest disclosure requirements.
Proceeds of Crime (Money Laundering) and Terrorist Financing Act: Federal legislation requiring verification of identity and source of funds in real estate transactions to prevent money laundering.
Provincial Land Titles Act: Provincial legislation governing the registration and transfer of real property interests, including mortgages and their assignment.
Provincial Mortgage Brokers Act: Regulates mortgage brokers and lenders, including licensing requirements and professional conduct standards.
Provincial Consumer Protection Act: Provides consumer protection measures in financial transactions, including disclosure requirements and cooling-off periods.
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy law governing the collection, use, and disclosure of personal information in commercial transactions.
Provincial Electronic Commerce Act: Governs electronic signatures and digital documents in commercial transactions, including real estate deals.
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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