Harmony Village Sheppard (HVS) Disclosure Review

A review of documents related to the syndicate mortgage loan that funded in part a residential condominium project in Scarborough, ON called Harmony Village Sheppard. The analysis shows where fees, risks and terms of the loan are disclosed as well as explanations of who certain parties are and what their role is. Through the life of this loan, three different generations of documents were used which progressively improved on disclosure.

OVERVIEW

Project Location: Scarborough, ON
Project Type: Residential Condo Buildings & Townhomes
Developer: City Core Development Inc.
Borrower: Harmony Village-Sheppard Inc.
Fortress Real Developments: Development Consultant
Total Return to lender/investor: Principal: 84.5% (individual lender/investor returns varies based on duration of investment)

The following tables include links to the specific areas of mortgage documents provided to lenders by mortgage brokers where fees, risks, and the terms of contract are located. There is a table for each generation, for example Generation 1 fees, Generation 2 fees and so on. The last set of tables is always Roles, which highlight the areas in the documents where the role of the parties involved are clearly defined.

HVS – Generation 3 Fee Disclosure

Here are the documents where FEES were disclosed in generation 3 documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language.

Nam of DocumentLocation in DocumentDescription
Form 9D Paragraph 23Disbursements for legal fees, mortgage brokering and administration
Form 1 Investor/Lender Disclosure Statement Page 4, # 2Fees and additional earnings possible
Form 1 Investor/Lender Disclosure Statement Page 4, #3Fees and additional earnings possible
Form 1 Investor/Lender Disclosure Statement Page 4, #4Fees and additional earnings possible
Form 1 Investor/Lender Disclosure Statement Page 5, #6Fees and additional earnings possible
Form 1 Investor/Lender Disclosure Statement Page 11, Part D, #1 All fees paid from proceeds of funds raised
Form 1 Investor/Lender Disclosure Statement Page 11, Part D, # 2 List of fees to be paid
Form 1.1 Investor/Lender Disclosure Statement Page 2, #2 Fees and additional earnings possible
Form 1.1 Investor/Lender Disclosure Statement Page 3, Part A, # 1 Where to find use of funds
Form 1.1 Investor/Lender Disclosure Statement Page 5, Part CRefer to Schedule for Use of Funds
Form 1/1.1 Investor/Lender Disclosure Statement – Schedule Schedule “B”Benefits to Brokerage or Brokers
Form 1/1.1 Investor/Lender Disclosure Statement – Schedule Schedule “D”Borrowers Cost of Borrowing
Form 1/1.1 Investor/Lender Disclosure Statement – Schedule Schedule “I”Use of Funds
Memo of Understanding Page 2, #9 & 10 Broker must disclose fees to lender
Loan CommitmentPage 2, “Fees & Deductions” Fees and deductions

HVS – Generation 2 Fee Disclosure

Here are the documents where FEES were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language.

Name of DocumentLocation in DocumentDescription
Form 9D Paragraph 23 Disbursements for legal fees, mortgage brokering and administration
Investor/Lender Disclosure Statement Page 3, # 3 Potential for additional earnings by broker of record
Investor/Lender Disclosure Statement Page 3, #4 Related party has direct interest
Investor/Lender Disclosure StatementPage 3, #10 Fees may be paid in advance to project completion
Investor/Lender Disclosure StatementPage 6, Part D, #2 List of administrator, broker and commission fees paid by the borrower
Memo of Understanding Page 2, #9 & 10 Broker must disclose fees to lender
Loan CommitmentPage 2, “Fees & Deductions” A list of fees and deductions paid by the borrower
Investor/Lender Disclosure Statement – Schedule Schedule “C” # 2 & 4Fees paid to Fortress and selling brokerage

HVS – Generation 1 Fee Disclosure

Here are the documents where FEES were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language.

Name of DocumentLocation in DocumentDescription
Form 9DParagraph 23Legal, Brokerage and other fees
Investor/Lender Disclosure StatementPage 3, # 3Potential for additional earnings by broker of record
Investor/Lender Disclosure StatementPage 3, #4Referring parties may receive additional earnings
Investor/Lender Disclosure StatementPage 3, #5Disclosure of material interest
Investor/Lender Disclosure StatementPage 3, #10 Potential for future remuneration
Investor/Lender Disclosure StatementPage 6, Part D, #2Fees and costs payable by the borrower
Loan Commitment Page 2, “Fees & Deductions” Fees and Interest Reserve
Memo of Understanding Page 2, #9 & 10 Obligation to disclose referral and duties of Licensed Mortgage Agents/Broker

HVS – Generation 3 Risk Disclosure

Here are the documents where RISKS were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language.

Name of DocumentLocation in DocumentDescription
Form 9DPage 5, Section “Warning”Warning to assess risk before investing
Project Fact SheetPage 3 – 5 “material disclosure” “Conflicts of Management and Others”A list of risks and potential for conflicts of interest
Participation and Servicing AgreementPage 1, Defined Term “Force Majeure”Definition for Force Majeure Clause
Form 1 Investor/Lender Disclosure Statement Page 2 “Caution”Caution to seriously assess risks
Form 1 Investor/Lender Disclosure Statement Page 5, Section 2, # 6 Description of potential conflicts
Form 1 Investor/Lender Disclosure Statement Page 6, Section 2, #12 Description of risk
Form 1 Investor/Lender Disclosure Statement Page 12, Part EDescription of attached documents with emphasis to review them
Form 1.1 Investor/Lender Disclosure Statement Page 3, Section 3, Part A #4Previous power of sale proceedings including the developer
Form 1.1 Investor/Lender Disclosure Statement Page 3, Section 3, Part A #5 Previous regulatory charges and current civil proceedings
Form 1.1 Investor/Lender Disclosure Statement Page 5, Part CAdditional disclosure for review
Form 1/1.1 Investor/Lender Disclosure Statement – Schedule Schedule “A” Detailed explanation of the relationship between the mortgage brokerage and the borrower/developer
Form 1/1.1 Investor/Lender Disclosure Statement – Schedule Schedule “F” Directors, Officers, Owners and Partners disclosure
Form 1/1.1 Investor/Lender Disclosure Statement – Schedule Schedule “G” Details about civil proceedings
Form 1/1.1 Investor/Lender Disclosure Statement – Schedule Schedule “J” Conflicts of Interest

HVS – Generation 2 Risk Disclosure

Here are the documents where RISKS were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language.

Name of DocumentLocation in DocumentDescription
Form 9DPage 5, Section “Warning”Warning
Project Fact SheetPage 4 – 5 “material disclosure” – 1 and 2 “Conflicts of Management and Others”A list of risks and potential for conflicts of interest
Investor/Lender Disclosure StatementPage 2 “Caution”Caution, high risk

HVS – Generation 1 Risk Disclosure

Here are the documents where RISKS were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language.

Name of DocumentLocation in DocumentDescription
Form 9DPage 5, Section “Warning”Warning
Loan Commitment Schedule “B” Section “Please read Carefully”Cautionary statements about the mortgage investment
Investor/Lender Disclosure StatementPage 2 “Caution”Caution, high risk

HVS – Generation 3 Contract Disclosure

Here are the documents where TERMS were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language.

Name of DocumentLocation in DocumentDescription
Form 9DParagraphs 10, 11, 12, 18, 19, 21, 22Value, LTV, Maturity, Partial discharges, Registered in name of trustee, First ranking mortgage and other terms
Mortgage Investment Direction & Indemnity AgreementPage 1 # 4 a-cTax Implications
Mortgage Investment Direction & Indemnity AgreementPage 1 #5 Indemnity of Olympia Trust
Form 1/1.1 Investor/Lender Disclosure Statement – Schedule Schedule “D”Borrowers cost of borrowing as disclosed to the borrower
Project Fact Sheet Page 1, “Valuation” Opinion of Value
Project Fact Sheet Page 1, “Face Value of Syndicate Mortgage”Maximum face value
Project Fact Sheet Page 1, “Loan to Value” Loan to Value
Project Fact Sheet Page 2, “Construction Financing”Amount of future construction financing
Project Fact Sheet Page 2, “Term” Maturity and extension dates
Project Fact Sheet Page 3, “Maximum Future Increases in the 1st Mortgages” Maximum value of future financing
Loan Commitment Section 5.01Potential future amendments and the requirement to postpone to future financing
Loan Commitment Section 6.02Acknowledgement and agreement that future priority financing will be required to complete the project.
Loan Commitment Section 7Acknowledgements that trustee may act on lenders behalf and the lender agrees to indemnify the trustee
Acknowledgement and Consent Agreement – LenderSection 2, 3, 4, 5, 6, 7, 8, 9, 11, 19, 20Terms acknowledged and consented to by the lender
Participation and Servicing Agreement Section 3.2, 3.5Hiring of experts; consent

HVS – Generation 2 Contract Disclosure

Here are the documents where TERMS were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language.

Name of DocumentLocation in DocumentDescription
Form 9DParagraphs 10, 11, 12, 18, 21, 22 Value, LTV, Maturity, partial discharges, entity holding first ranking mortgage and other terms of the loan
Mortgage Investment Direction & Indemnity AgreementPage 1 # 4 a-cTax Implications
Mortgage Investment Direction & Indemnity AgreementPage 1 #5 Indemnity of Olympia Trust
Investor/Lender Disclosure StatementPart “E” Documents to be provided by broker
Investor/Lender Disclosure Statement – Schedule Schedule “B”Loan To Value Ratio
Project Fact Sheet Page 1, “Valuation” Opinion of Value
Project Fact Sheet Page 1, “Face Value of Syndicate Mortgage”Maximum face value
Project Fact Sheet Page 2, “Loan to Value” Loan to Value
Project Fact Sheet Page 2, “Construction Financing”Amount of future construction financing
Project Fact Sheet Page 2, “Term” Maturity and extension dates
Project Fact Sheet Page 3, “Maximum Future Increases in the 1st Mortgages” Maximum value of future financing
Loan Commitment Section 5.01Potential future amendments and the requirement to postpone to future financing
Loan Commitment Section 6.02Acknowledgement and agreement that future priority financing will be required to complete the project.
Loan Commitment Section 7Acknowledgements that trustee may act on lenders behalf and the lender agrees to indemnify the trustee
Acknowledgement and Consent Agreement – LenderSection 2, 3, 4, 5, 6, 7, 8, 9, 10, 17, 18Terms acknowledged and consented to by the lender
Participation and Servicing Agreement Section 3.2, 3.5Hiring of experts; consent

HVS – Generation 1 Contract Disclosure

Here are the documents where TERMS were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language.

Name of DocumentLocation in DocumentDescription
Form 9DParagraphs 8, 9, 10, 11, 12, 18, 21, 22Value, LTV, Term, Maximum financing, use of funds
Mortgage Investment Direction & Indemnity AgreementPage 1 # 4 a-cIndemnity of Olympia Trust
Mortgage Investment Direction & Indemnity AgreementPage 1 #5 Tax Implications
Loan Commitment Schedule “D”, Section 5.01Potential future amendments and the requirement to postpone to future financing
Loan Commitment Schedule “D” Section 7Acknowledgements that trustee may act on lenders behalf and the lender agrees to indemnify the trustee
Loan Commitment Schedule “D”, Section 6.02 A-DAcknowledgement and agreement that future priority financing will be required to complete the project.

HVS – Generation 3 Role Disclosure

Here are the documents where the ROLES of each party were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language

Name of DocumentLocation in DocumentDescription
Memo of UnderstandingParagraphs 2, 3, 4, 10 & last paragraph Offered by Mortgage brokers, not Fortress, Duties of mortgage broker
Acknowledgement and Consent Agreement – LenderPage 1, Paragraph 1Name of borrower
Project Fact SheetPage 1, “Developer Name“, “Borrower NameDeveloper name, borrower name
Project Fact SheetPage 5-8, “About the Developer”About the developer
Investor/Lender Disclosure StatementPage 1, “Important – New Disclosure Duties Effective January 1, 2009”Duties of mortgage broker
Investor/Lender Disclosure StatementPage 4, Section 2, #1Declaration by the mortgage broker
Investor/Lender Disclosure StatementPage 4, Section 2, #2 ,3 & 4 Declaration by the mortgage broker, additional earnings and profits possible
Investor/Lender Disclosure StatementPage 9, Section 3, Part B, #1Mortgage Particulars – registered in the name of trustees
Investor/Lender Disclosure StatementPage 11, Section 3, Part CName and address of borrower
Form 1/1.1 Investor/Lender Disclosure Statement – ScheduleSchedule ADetailed explanation of the relationship between the Mortgage Brokerage and the Borrower/Developer
Loan CommitmentPage 1, “Guarantor”Who is the guarantor
Loan CommitmentPage 1, “Borrower/Mortgagor”Who is the borrower
Loan CommitmentPage 3, Paragraph 1, “Solicitor”Role of Solicitor
Loan CommitmentSchedule “D”, Section 5.02Charge registered in name of trustee and may be amended or transferred

HVS – Generation 2 Role Disclosure

Here are the documents where the ROLES of each party were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language

Name of DocumentLocation in DocumentDescription
Memo of UnderstandingParagraphs 2, 3, 4, 10 & last paragraph Offered by Mortgage brokers, not Fortress, Duties of mortgage broker
Acknowledgement and Consent Agreement – LenderPage 1, Paragraph 1Name of borrower
Project Fact SheetPage 1, “Developer Name“, “Borrower Name”Developer name, borrower name
Project Fact SheetPage 5-8, “About the Developer”About the developer
Investor/Lender Disclosure StatementPage 1, “Important – New Disclosure Duties Effective January 1, 2009”Duties of mortgage broker
Investor/Lender Disclosure StatementPage 3, # 1, 2, 5Declaration by the mortgage broker
Investor/Lender Disclosure StatementPage 5, Part B, #3 Name of mortgage administrator
Investor/Lender Disclosure StatementPage 6, Part C, #1Name and address of borrower
Participation and Servicing AgreementSection 1.1 “Borrower” & “ParticipantsDefinition of borrower and participants
Loan CommitmentPage 1, “Guarantor”Who is the guarantor
Loan CommitmentPage 1, “Borrower/Mortgagor”Who is the borrower
Loan CommitmentPage 3, Paragraph 1, “Solicitor”Role of Solicitor
Loan CommitmentSchedule “D”, Section 5.02Charge registered in name of trustee and may be amended or transferred

HVS – Generation 1 Role Disclosure

Here are the documents where the ROLES of each party were disclosed in generation documents as well as the exact location they can be found in the document. For reference click on the location to see the specific disclosure language

Name of DocumentLocation in DocumentDescription
Form 9DPage 1, “Name and Address of the Borrower”Name and address of borrower
Form 9DPage 1, “Name and Address of Guarantors”Name and address of guarantor
Memo of UnderstandingParagraphs 2, 3, 4, 10 & last paragraph Duty of licensed mortgage agent/broker
Loan Commitment Page 1, “Guarantor”Name of guarantor
Loan Commitment Page 1, “Borrower/Mortgagor”Name of borrower
Loan Commitment Page 3, Paragraph 1, “Solicitor”Role of Solicitor
Loan Commitment Schedule “D”, Section 5.02Who the trustees are
Investor/Lender Disclosure StatementPage 1, “Important – New Disclosure Duties Effective January 1, 2009”Disclosure Duties for Brokerages and Administrators
Investor/Lender Disclosure StatementPage 3, # 1 & 2Declaration by the mortgage brokerage
Investor/Lender Disclosure StatementPage 5, Part B, #3 Name of mortgage administrator

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