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Mortgage Sale Agreement for the United Kingdom

Mortgage Sale Agreement Template for England and Wales

A Mortgage Sale Agreement is a legal document governed by English and Welsh law that facilitates the transfer of a portfolio of mortgages from one entity to another. It sets out the terms and conditions of the sale, including representations and warranties about the mortgage portfolio, the purchase price, and the mechanics of the transfer. The agreement includes detailed provisions for the transfer of both the benefit of the mortgages and the underlying security, ensuring compliance with UK financial services regulations and property law.

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What is a Mortgage Sale Agreement?

A Mortgage Sale Agreement is utilized when a financial institution wishes to transfer all or part of its mortgage portfolio to another entity. This might be for various reasons including balance sheet management, regulatory capital requirements, or as part of a securitisation transaction. The agreement, governed by English and Welsh law, must comply with financial services regulations, property law, and consumer protection requirements. It typically includes detailed warranties about the quality of the mortgage loans, the transfer mechanics, and ongoing servicing arrangements.

What sections should be included in a Mortgage Sale Agreement?

1. Parties: Identification and details of the seller and purchaser of the mortgages

2. Background: Context of the transaction and brief description of the mortgage portfolio

3. Definitions: Key terms used throughout the agreement including regulatory references to FSMA, relevant acts and regulations

4. Sale and Purchase: Core terms of the sale including price and completion mechanics

5. Conditions Precedent: Prerequisites for completion of the sale including regulatory approvals

6. Representations and Warranties: Seller's warranties regarding the mortgage portfolio and compliance with relevant legislation

7. Completion: Mechanics and timing of the transfer including registration requirements

8. Post-Completion Obligations: Ongoing obligations after completion including regulatory compliance requirements

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

1. Migration Provisions: Required when servicing arrangements are being transferred, including regulatory compliance obligations

2. TUPE Provisions: Employment transfer provisions when staff are being transferred as part of the transaction

3. Data Protection: Specific data protection obligations under UK GDPR and Data Protection Act 2018

What schedules should be included in a Mortgage Sale Agreement?

1. Schedule 1 - The Mortgage Portfolio: Detailed list of mortgages being sold with relevant regulatory categorizations

2. Schedule 2 - Warranties: Detailed warranties relating to the mortgage portfolio and regulatory compliance

3. Schedule 3 - Completion Documents: List of documents required for completion including regulatory notifications

4. Schedule 4 - Power of Attorney: Form of power of attorney for post-completion actions

5. Schedule 5 - Form of Transfer Notices: Templates for various transfer notices including borrower notifications

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

England and Wales

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions



































Clauses






























Industries

Financial Services and Markets Act 2000: Primary legislation regulating financial services and markets in the UK, including requirements for authorized persons and consumer protection provisions

Law of Property Act 1925: Fundamental property law legislation establishing principles for mortgages, legal requirements, and transfer of legal title

Land Registration Act 2002: Legislation governing requirements for registration of mortgages, transfer of registered charges, and priority of interests

Consumer Credit Act 1974: Legislation covering regulated mortgage contracts, consumer protection provisions, and licensing requirements

FCA Mortgage Conduct of Business Rules (MCOB): Regulatory framework setting out requirements for mortgage business, treatment of customers, and disclosure requirements

UK Mortgage Credit Directive Order 2015: Implementation of EU Mortgage Credit Directive, establishing standards for mortgage lending and consumer protection measures

Data Protection Act 2018 and UK GDPR: Legislation governing transfer of personal data and data protection obligations in mortgage transactions

Money Laundering Regulations 2017: Regulations establishing due diligence requirements and reporting obligations for financial transactions

Consumer Rights Act 2015: Legislation covering unfair terms provisions and consumer protection measures in financial contracts

Transfer of Undertakings (Protection of Employment) Regulations 2006: Regulations protecting employees' rights in case of business transfers, relevant if staff transfers are involved in mortgage sale

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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