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Mortgage Sale Agreement Template for Canada

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Key Requirements PROMPT example:

Mortgage Sale Agreement

"I need a Mortgage Sale Agreement for the transfer of a portfolio of 200 residential mortgages from our bank to an investment fund, with completion planned for March 2025, including specific provisions for CMHC-insured mortgages and ongoing servicing arrangements."

Document background
The Mortgage Sale Agreement is a crucial document used in Canadian financial markets when one financial institution wishes to sell all or part of its mortgage portfolio to another eligible institution or investor. This agreement is particularly relevant in scenarios involving portfolio optimization, liquidity management, or strategic restructuring of mortgage assets. The document must comply with the federal Bank Act, provincial property laws, and other relevant Canadian regulations. It typically includes detailed provisions for the transfer of mortgage rights, representations about the quality of the mortgage portfolio, purchase price mechanisms, and ongoing obligations of both parties. The agreement is essential for maintaining proper documentation of mortgage transfers and ensuring compliance with regulatory requirements for both federally and provincially regulated financial institutions.
Suggested Sections

1. Parties: Identification of the seller (current mortgage holder) and purchaser, including their legal status and addresses

2. Background: Context of the transaction, including brief description of the mortgage portfolio and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including technical mortgage and financial terms

4. Sale and Purchase: Core transaction terms, including what is being sold and the basic agreement to sell and purchase

5. Purchase Price and Payment: Details of the purchase price, calculation methodology, and payment terms

6. Completion: Closing mechanics, including timing, deliverables, and conditions precedent

7. Seller's Representations and Warranties: Representations about the mortgage portfolio, including quality, enforceability, and absence of defaults

8. Purchaser's Representations and Warranties: Basic representations about purchaser's capacity and authority to enter into the transaction

9. Covenants: Ongoing obligations of both parties, including document delivery and cooperation requirements

10. Notice Requirements: Procedures for notifying borrowers and other relevant parties of the sale

11. Indemnification: Mutual indemnification provisions for breaches of representations or obligations

12. Confidentiality: Provisions regarding confidential treatment of transaction information and borrower data

13. General Provisions: Standard boilerplate including governing law, notices, amendments, and counterparts

Optional Sections

1. Servicing Arrangements: Required if mortgage servicing rights are being transferred or new servicing arrangements are being established

2. Portfolio Review: Include for large portfolio sales where a due diligence period is required

3. Post-Closing Adjustments: Needed for transactions where purchase price may need adjustment based on post-closing reconciliation

4. Regulatory Compliance: Special section for transactions requiring specific regulatory approvals or compliance measures

5. Environmental Matters: Required for commercial mortgage sales where environmental risks are relevant

6. CMHC Insurance: Required for sales of CMHC-insured mortgages

7. Security Release: Needed when existing security arrangements need to be unwound

8. Transition Services: Include when seller will provide temporary transition services to purchaser

Suggested Schedules

1. Schedule A - Mortgage Schedule: Detailed list of all mortgages being sold, including key details like principal amounts, interest rates, and maturity dates

2. Schedule B - Form of Transfer Documents: Templates for mortgage assignment and transfer documents

3. Schedule C - Mortgage Files: Inventory of all mortgage documentation being transferred

4. Schedule D - Purchase Price Calculation: Detailed methodology for calculating the purchase price

5. Schedule E - Excluded Assets: List of any assets or rights explicitly excluded from the sale

6. Schedule F - Form of Notice to Borrowers: Template for notifications to be sent to mortgage borrowers

7. Appendix 1 - Due Diligence Findings: Summary of any due diligence findings and agreed remediation actions

8. Appendix 2 - Closing Checklist: List of all deliverables and actions required for closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Legal Services

Insurance

Credit Unions

Relevant Teams

Legal

Compliance

Risk Management

Treasury

Real Estate Finance

Mortgage Operations

Investment Management

Credit Risk

Due Diligence

Portfolio Management

Transaction Management

Securities Administration

Relevant Roles

Chief Financial Officer

Portfolio Manager

Mortgage Underwriter

Legal Counsel

Compliance Officer

Risk Manager

Treasury Manager

Investment Director

Credit Risk Officer

Real Estate Finance Manager

Mortgage Operations Manager

Due Diligence Specialist

Transaction Manager

Securities Administrator

Portfolio Analyst

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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