Mortgage Purchase Agreement Template for Australia

This document is a comprehensive template for the purchase and sale of mortgages in Australia, structured to comply with Australian federal and state regulations including the National Consumer Credit Protection Act and relevant property laws. It provides a framework for transferring mortgage rights, obligations, and associated security interests between financial institutions or eligible entities. The template includes provisions for purchase price determination, warranties, completion requirements, and regulatory compliance, while accommodating various transaction structures common in the Australian mortgage market.

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What is a Mortgage Purchase Agreement?

The Mortgage Purchase Agreement Template is designed for use in Australian mortgage market transactions where one financial institution or eligible entity seeks to acquire mortgage assets from another. This template supports various transaction structures, from single mortgage transfers to portfolio sales, and is particularly relevant for secondary mortgage market activities, securitization preparations, or strategic portfolio restructuring. The document incorporates requirements from Australian banking regulations, consumer protection laws, and property legislation, while providing flexibility to accommodate specific transaction requirements. It includes comprehensive provisions for due diligence, pricing mechanisms, warranties, and post-completion obligations, ensuring compliance with Australian regulatory requirements while facilitating efficient mortgage transfers.

What sections should be included in a Mortgage Purchase Agreement?

1. Parties: Identifies and defines the Seller (current mortgage holder) and Purchaser, including full legal names, ACN/ABN, and registered addresses

2. Background: Contextualizes the agreement, stating the Seller's ownership of the mortgage(s), authority to sell, and Purchaser's intention to acquire

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpreting the document

4. Sale and Purchase: Core transaction terms including the mortgage(s) being sold, purchase price, and completion requirements

5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment method, timing, and any adjustments

6. Completion: Process and requirements for completing the transfer, including timing, documentation, and registration requirements

7. Seller's Warranties: Warranties regarding the mortgage(s), including title, enforceability, and absence of encumbrances

8. Purchaser's Warranties: Warranties regarding authority, capacity, and regulatory compliance

9. Pre-Completion Obligations: Parties' obligations between agreement signing and completion, including mortgage servicing

10. Post-Completion Obligations: Requirements after completion, including notifications to mortgagors and document handover

11. Default and Termination: Consequences of breach, termination rights, and remedies

12. Confidentiality: Obligations regarding confidential information and permitted disclosures

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard legal provisions including governing law, assignment, and entire agreement

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

1. Bulk Transfer Provisions: Required when multiple mortgages are being transferred in a portfolio sale

2. Security Trust Provisions: Needed when the mortgages are held in a security trust structure

3. Regulatory Compliance: Detailed section required for regulated mortgage assets or when either party is an ADI

4. Third Party Consents: Required when specific third-party approvals are needed for the transfer

5. Transitional Services: Needed when the Seller will provide ongoing services during a transition period

6. Data Protection: Enhanced provisions required when dealing with significant personal data transfers

7. Foreign Investment Provisions: Required when the Purchaser is a foreign entity requiring FIRB approval

8. Electronic Settlement: Required when settlement will occur through an electronic platform

What schedules should be included in a Mortgage Purchase Agreement?

1. Schedule 1 - Mortgage Details: Detailed list of mortgages being purchased, including loan numbers, borrower details, and outstanding amounts

2. Schedule 2 - Purchase Price Calculation: Formula and methodology for calculating the final purchase price, including any adjustments

3. Schedule 3 - Completion Documents: List of documents required for completion of the transfer

4. Schedule 4 - Form of Transfer: Template transfer documents required for registration

5. Schedule 5 - Seller's Power of Attorney: Power of attorney provisions for post-completion actions

6. Appendix A - Due Diligence Results: Summary of due diligence findings and any identified issues

7. Appendix B - Existing Security Documentation: List of security documents relating to the mortgages

8. Appendix C - Notice to Borrowers: Template notification to be sent to mortgage borrowers regarding the transfer

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Cost

Free to use

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