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Mortgage Indemnity Agreement
"Need a Mortgage Indemnity Agreement for a portfolio of three commercial properties in Ontario, with total mortgage value of $15M, where the parent company will act as indemnifier for its subsidiary's borrowing; agreement must be in place by March 2025."
1. Parties: Identifies all parties to the agreement including the indemnifier, lender, and any other relevant parties
2. Background: Sets out the context of the agreement, including details of the underlying mortgage and reason for indemnification
3. Definitions: Defines key terms used throughout the agreement including 'Mortgage', 'Property', 'Secured Obligations', etc.
4. Indemnity: Core section detailing the scope and nature of the indemnity obligation
5. Representations and Warranties: Statements of fact and assurances given by the indemnifier regarding their capacity and authority
6. Covenants: Ongoing obligations of the indemnifier, including maintaining insurance, providing information, etc.
7. Security: Details of any security provided to support the indemnity obligation
8. Events of Default: Circumstances that constitute default under the agreement
9. Remedies: Rights and remedies available to the lender in case of default
10. Duration and Termination: Term of the indemnity and circumstances under which it may be terminated
11. Notices: Process and requirements for formal communications between parties
12. General Provisions: Standard contract clauses including governing law, assignment, amendments, etc.
1. Multiple Properties: Additional provisions when the indemnity covers multiple properties
2. Guarantee: Additional provisions if the indemnity includes a guarantee component
3. Priority Arrangements: Required when there are multiple security interests or lenders involved
4. Step-in Rights: Provisions allowing the lender to take control of property management in certain circumstances
5. Insurance Requirements: Detailed insurance obligations beyond standard requirements
6. Environmental Indemnity: Specific indemnification for environmental risks and liabilities
7. Cross-Default: Provisions linking this agreement to other related agreements
8. Currency Provisions: Required for transactions involving multiple currencies
1. Schedule A - Property Details: Legal description and details of the mortgaged property
2. Schedule B - Mortgage Terms: Key terms of the underlying mortgage being indemnified
3. Schedule C - Calculation of Liability: Method for calculating the indemnifier's liability
4. Schedule D - Form of Notice: Standard forms for various notices under the agreement
5. Schedule E - Security Documents: List and copies of related security documents
6. Schedule F - Insurance Requirements: Detailed specifications for required insurance coverage
7. Appendix 1 - Compliance Certificate: Form of periodic compliance certification
8. Appendix 2 - Property Management Standards: Required standards for property maintenance and management
Authors
Banking
Real Estate
Financial Services
Insurance
Mortgage Lending
Property Development
Commercial Real Estate
Residential Real Estate
Investment Banking
Property Management
Legal
Risk Management
Mortgage Operations
Commercial Banking
Credit Analysis
Compliance
Real Estate Finance
Property Management
Investment Analysis
Document Management
Mortgage Specialist
Commercial Banker
Real Estate Lawyer
Credit Risk Manager
Mortgage Underwriter
Legal Counsel
Property Manager
Finance Director
Compliance Officer
Real Estate Investment Manager
Banking Operations Manager
Credit Analyst
Mortgage Broker
Real Estate Development Manager
Risk Assessment Officer
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