Mortgage Sale Agreement for Ireland

Mortgage Sale Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that facilitates the sale and transfer of a mortgage portfolio from one entity to another. The document covers all aspects of the transaction, including the terms of sale, purchase price, representations and warranties, transfer mechanics, and regulatory compliance requirements. It incorporates specific provisions required under Irish property and banking laws, including compliance with the Land and Conveyancing Law Reform Act 2009 and relevant Central Bank regulations. The agreement also addresses data protection requirements, borrower notifications, and registration requirements with the Property Registration Authority of Ireland.

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What is a Mortgage Sale Agreement?

The Mortgage Sale Agreement is a crucial document used in Irish financial markets for transferring mortgage portfolios between institutions. It is typically employed when banks or financial institutions wish to sell part or all of their mortgage book, whether for regulatory capital management, strategic restructuring, or portfolio optimization. The agreement must comply with Irish property law, banking regulations, and consumer protection requirements, including the Land and Conveyancing Law Reform Act 2009 and Central Bank regulations. It contains detailed provisions covering the sale mechanics, representations about the mortgage portfolio, borrower protections, and post-completion obligations. This document is essential for large-scale mortgage portfolio transfers and requires careful consideration of both legal and operational aspects of the transaction.

What sections should be included in a Mortgage Sale Agreement?

1. Parties: Identification of the seller, purchaser, and any other relevant parties to the agreement

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

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core terms of the sale, including the agreement to sell and purchase the mortgage portfolio

5. Purchase Price and Payment: Details of the purchase price, payment mechanics, and any adjustments

6. Completion: Requirements and mechanics for completion of the sale, including timing and deliverables

7. Transfer Mechanics: Process for transferring the mortgages, including registration requirements and documentation

8. Seller's Representations and Warranties: Standard and mortgage-specific warranties about the portfolio and seller's capacity

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

10. Pre-Completion Obligations: Obligations of both parties between exchange and completion

11. Post-Completion Obligations: Ongoing obligations after completion, including document handover and notifications

12. Further Assurance: Obligations to take additional steps necessary to perfect the transfer

13. Confidentiality: Provisions regarding confidential information and announcements

14. Data Protection: Compliance with data protection laws and regulations

15. Notices: Process and requirements for serving notices under the agreement

16. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

What sections are optional to include in a Mortgage Sale Agreement?

1. Multiple Portfolios: Section for transactions involving multiple distinct portfolios with different characteristics or completion requirements

2. Servicing Arrangements: Provisions for transitional or ongoing servicing arrangements if the purchaser is not taking over servicing

3. Security Trust: Required when security is held by a security trustee rather than directly by the seller

4. Tax Provisions: Detailed tax provisions where specific tax structuring is required

5. Break Fees: Provisions for break fees if required for aborted transactions

6. Third Party Rights: Provisions allowing third parties to enforce certain terms if required

7. Power of Attorney: Specific powers of attorney if required for particular aspects of the transfer

8. Regulatory Compliance: Additional regulatory compliance provisions for regulated purchasers or sellers

What schedules should be included in a Mortgage Sale Agreement?

1. Schedule 1 - The Mortgage Portfolio: Detailed list and characteristics of the mortgages being sold

2. Schedule 2 - Mortgage Documentation: List of all standard documentation used for the mortgages

3. Schedule 3 - Completion Requirements: Detailed list of documents and requirements for completion

4. Schedule 4 - Form of Transfer Deed: Prescribed form of legal transfer documentation

5. Schedule 5 - Warranties: Detailed mortgage-specific warranties about the portfolio

6. Schedule 6 - Property Information: Details of the underlying properties securing the mortgages

7. Schedule 7 - Form of Notices: Template notices to borrowers and other relevant parties

8. Appendix 1 - Data Tape: Electronic data file containing detailed information about each mortgage

9. Appendix 2 - Power of Attorney: Form of power of attorney if required

10. Appendix 3 - Transitional Services: Details of any transitional services arrangements

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

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Real Estate

Investment Management

Asset Management

Commercial Lending

Residential Lending

Property Development

Private Equity

Legal Services

Relevant Teams

Legal

Finance

Risk Management

Compliance

Commercial Banking

Real Estate Finance

Portfolio Management

Operations

Credit Risk

Mortgage Operations

Transaction Management

Due Diligence

Asset Management

Property Services

Regulatory Affairs

Relevant Roles

Legal Counsel

Senior Legal Counsel

Head of Legal

Commercial Director

Finance Director

Portfolio Manager

Risk Manager

Compliance Officer

Chief Financial Officer

Head of Mortgages

Mortgage Operations Manager

Transaction Manager

Due Diligence Manager

Asset Manager

Director of Operations

Chief Risk Officer

Head of Commercial Banking

Real Estate Finance Manager

Industries
Land and Conveyancing Law Reform Act 2009: Primary legislation governing property transactions in Ireland, including the creation and enforcement of mortgages, legal requirements for property transfer, and statutory provisions relating to mortgages
Consumer Credit Act 1995: Regulates consumer credit and provides protection for consumers in financial transactions, including mortgage agreements
Central Bank Act 1997: Establishes regulatory framework for financial institutions and their activities, including mortgage lending
Registration of Title Act 1964: Governs the registration of property titles and charges (including mortgages) in Ireland
European Union (Consumer Mortgage Credit Agreements) Regulations 2016: Implements EU Mortgage Credit Directive, setting standards for mortgage lending and consumer protection
Consumer Protection Code 2012: Central Bank's code setting out requirements for financial services providers in their dealings with consumers
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Sets out requirements for due diligence and verification in property transactions to prevent money laundering
Land Registration Rules 2012: Detailed rules governing the registration of properties and mortgages in the Land Registry
Housing (Regulation of Approved Housing Bodies) Act 2019: Relevant if the mortgage sale involves approved housing bodies or social housing
Bankruptcy Act 1988: Relevant for provisions relating to the treatment of mortgages in cases of bankruptcy or insolvency
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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