Mortgage Sales Agreement Template for England and Wales

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Key Requirements PROMPT example:

Mortgage Sales Agreement

"Need a Mortgage Sales Agreement for the sale of a £50M residential mortgage portfolio from ABC Bank to XYZ Investment Fund, with the seller continuing to act as servicer and including buy-back provisions for any mortgages that breach warranties."

Document background
The Mortgage Sales Agreement is a crucial document used in the UK financial services sector when transferring mortgage portfolios between institutions. It is particularly relevant in scenarios involving portfolio sales, securitizations, or business restructuring. The agreement, governed by English and Welsh law, must address regulatory requirements, including FCA regulations and consumer protection laws. It typically includes detailed provisions on the transfer process, warranties about the mortgage portfolio, price adjustment mechanisms, and ongoing servicing arrangements.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the seller and purchaser of the mortgages

2. Background: Context of the agreement including the seller's ownership of the mortgages and intention to sell

3. Definitions: Key terms used throughout the agreement including specific mortgage-related terminology

4. Sale and Purchase: Core terms of the mortgage sale including transfer mechanics and conditions precedent

5. Purchase Price: Consideration, calculation methodology, and payment terms for the mortgage portfolio

6. Completion: Process and requirements for completion including documentation and timing

7. Representations and Warranties: Standard and specific warranties regarding the mortgages and compliance with regulations

8. Regulatory Compliance: Obligations regarding FCA regulations, money laundering requirements, and data protection

Optional Sections

1. Post-Completion Obligations: Ongoing obligations after completion, used when parties have continuing responsibilities

2. Buy-Back Provisions: Terms for repurchase of mortgages, included when seller provides repurchase rights for breaches

3. Servicing Arrangements: Terms for ongoing mortgage servicing, used when seller continues to service the mortgages post-sale

Suggested Schedules

1. Schedule of Mortgages: Detailed list and characteristics of mortgages being sold including borrower details and loan terms

2. Form of Transfer: Standard form for transferring individual mortgages including required regulatory notices

3. Warranties Schedule: Detailed warranties relating to the mortgages, regulatory compliance, and enforceability

4. Eligibility Criteria: Specific criteria that mortgages must meet to be included in the sale

5. Powers of Attorney: Forms of power of attorney enabling the purchaser to act in relation to the transferred mortgages

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
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000 (FSMA): Primary legislation that regulates financial services and markets in the UK, setting requirements for authorized persons/firms engaging in regulated activities including mortgage sales

Consumer Credit Act 1974: Foundational legislation governing credit agreements and providing essential consumer protections in financial transactions

Law of Property Act 1925: Fundamental property law legislation that establishes key provisions for mortgage creation and enforcement in England and Wales

Financial Services Act 2012: Updates to financial regulation framework, establishing current regulatory structure and oversight mechanisms

Mortgage Credit Directive Order 2015: Implementation of EU Mortgage Credit Directive into UK law, regulating mortgage credit activities and standardizing practices

FSMA (Regulated Activities) Order 2001: Defines specific regulated mortgage activities and specifies authorization requirements for mortgage sellers

FCA Mortgage Conduct of Business Rules (MCOB): Detailed regulatory rules governing mortgage business operations and consumer protection requirements

Data Protection Act 2018 and UK GDPR: Legislation governing personal data handling and privacy requirements in financial transactions and customer relationships

Money Laundering Regulations 2017: Regulations establishing due diligence requirements and anti-money laundering provisions for financial transactions

Unfair Contract Terms Act 1977: Legislation ensuring fairness in contract terms and providing consumer protection against unfair contractual provisions

Consumer Rights Act 2015: Modern consumer protection legislation establishing fair trading requirements and consumer rights in financial services

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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