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1. Parties: Identifies and defines the seller (current mortgagee), purchaser (new mortgagee), and any other relevant parties
2. Background: Outlines the context of the mortgage purchase, including details of the original mortgage and reason for transfer
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core terms of the purchase including the mortgage assets being transferred and confirmation of sale
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Completion: Details the completion process, including timing, deliverables, and prerequisites
7. Seller's Warranties: Warranties regarding the mortgage, underlying property, and seller's authority
8. Purchaser's Warranties: Warranties regarding the purchaser's authority and capacity to complete the purchase
9. Assignment and Transfer: Mechanics of transferring the mortgage rights, securities, and related documents
10. Notices: Procedures for giving notices under the agreement
11. Confidentiality: Obligations regarding confidential information
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Third Party Consents: Required when third party approval is needed for the transfer
2. Tax Provisions: Detailed tax implications and allocations when complex tax considerations apply
3. Security Trustee Provisions: When the mortgage is held through a security trustee structure
4. Portfolio Adjustments: For purchases of multiple mortgages where individual mortgages may be removed/adjusted
5. Post-Completion Obligations: Specific ongoing obligations after completion
6. Break Fees: Terms for break fees or early termination when applicable
7. Regulatory Compliance: Specific provisions required for regulated entities or transactions
8. Transitional Services: When the seller will provide services during a transition period
1. Schedule 1 - Mortgage Details: Detailed description of the mortgage(s) being purchased including loan numbers, borrower details, and security properties
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of the purchase price calculation and any adjustments
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion
4. Schedule 4 - Form of Transfer Documents: Templates of transfer documents required for the transaction
5. Schedule 5 - Seller's Warranties: Detailed warranties given by the seller
6. Appendix A - Related Security Documents: List and copies of related security documents being transferred
7. Appendix B - Power of Attorney: Form of power of attorney if required for the transfer
8. Appendix C - Notice to Borrower: Form of notice to be sent to borrowers regarding the change of mortgagee
Agreement
Applicable Law
Assigned Rights
Business Day
Completion
Completion Date
Conditions Precedent
Cut-off Date
Default Interest
Effective Date
Encumbrance
Existing Security
Financial Indebtedness
Governmental Authority
GST
Land Registry
Loan Agreement
Material Adverse Effect
Mortgage
Mortgage Assets
Mortgage Documents
Mortgage Portfolio
Notice of Assignment
Outstanding Principal
Parties
PPSA
Purchase Price
Purchaser
Related Rights
Relevant Property
Security Interest
Security Trust Deed
Seller
Settlement Statement
Transfer Documents
Transfer Instruments
Underlying Borrower
Valuation
Warranties
Purchase Price
Payment Terms
Completion
Assignment and Transfer
Conditions Precedent
Representations and Warranties
Seller's Warranties
Purchaser's Warranties
Security Transfer
Mortgage Rights
Title and Interest
Registration Requirements
Regulatory Compliance
Anti-Money Laundering
Data Protection
Confidentiality
Notice Requirements
Borrower Communication
Default and Remedies
Interest and Fees
Tax
GST
Costs and Expenses
Further Assurance
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Indemnification
Limitation of Liability
Notices
Third Party Rights
Counterparts
Electronic Execution
Time of Essence
Waiver
Termination
Banking
Financial Services
Real Estate
Investment Management
Legal Services
Mortgage Lending
Property Development
Asset Management
Trust Services
Legal
Finance
Compliance
Risk Management
Credit Operations
Treasury
Property Finance
Due Diligence
Corporate Advisory
Banking Operations
Portfolio Management
Transaction Management
Legal Counsel
Finance Manager
Mortgage Officer
Credit Risk Manager
Compliance Officer
Portfolio Manager
Treasury Manager
Chief Financial Officer
Banking Operations Manager
Property Finance Manager
Due Diligence Officer
Transaction Manager
Risk Assessment Officer
Corporate Lawyer
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