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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."
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
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
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
Financial Services
Banking
Real Estate
Investment Management
Mortgage Lending
Legal Services
Insurance
Credit Unions
Legal
Compliance
Risk Management
Treasury
Real Estate Finance
Mortgage Operations
Investment Management
Credit Risk
Due Diligence
Portfolio Management
Transaction Management
Securities Administration
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
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