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Mortgage Subordination Agreement
"I need a Mortgage Subordination Agreement for a commercial property in Ontario, where ABC Bank's existing first mortgage of $2.5M will be subordinated to XYZ Financial's new mortgage of $5M, with the subordination to take effect from March 15, 2025."
1. Parties: Identification of all parties involved: Senior Lender, Subordinate Lender, and Property Owner/Borrower
2. Background: Recitals explaining the existing mortgages, their registration details, and the reason for subordination
3. Definitions: Definitions of key terms used throughout the agreement, including Senior Debt, Subordinate Debt, Property, etc.
4. Subordination: Core provision establishing the subordination of the specified mortgage and its priority position
5. Acknowledgment of Priority: Explicit acknowledgment of the senior lender's priority position and rights
6. Representations and Warranties: Statements by all parties confirming their authority, ownership, and status of existing mortgages
7. Covenants: Ongoing obligations of the parties regarding the subordinated position
8. Default Provisions: Rights and remedies in case of default under either mortgage
9. Notice Requirements: Procedures for providing notices between parties
10. General Provisions: Standard boilerplate provisions including governing law, amendments, and severability
1. Further Advances: Include when the senior mortgage may involve future advances that should maintain priority
2. Cross-Default Provisions: Include when parties want defaults under one mortgage to trigger defaults under the other
3. Standstill Provisions: Include when subordinate lender agrees to specific limitations on enforcement actions
4. Insurance and Tax Requirements: Include when specific arrangements for insurance proceeds or tax payments need to be addressed
5. Assignment and Transfer: Include when rights under the agreement may need to be assigned or transferred
6. Mortgage Modification Provisions: Include when allowing for future modifications to either mortgage without affecting the subordination
1. Schedule A - Property Description: Legal description of the property subject to the mortgages
2. Schedule B - Senior Mortgage Details: Details of the senior mortgage including registration number, amount, and key terms
3. Schedule C - Subordinate Mortgage Details: Details of the subordinate mortgage including registration number, amount, and key terms
4. Schedule D - Permitted Prior Encumbrances: List of any permitted encumbrances that may have priority over both mortgages
5. Appendix 1 - Consent Resolution: If required, corporate resolutions authorizing the subordination
6. Appendix 2 - Registration Requirements: Specific forms or requirements for registering the subordination in the applicable land registry
Authors
Banking & Financial Services
Real Estate
Commercial Property
Residential Property
Construction & Development
Property Investment
Mortgage Lending
Legal Services
Legal
Real Estate Finance
Commercial Lending
Risk Management
Property Management
Commercial Banking
Mortgage Administration
Credit Analysis
Investment Management
Corporate Banking
Real Estate Lawyer
Mortgage Officer
Commercial Lending Officer
Real Estate Manager
Property Developer
Legal Counsel
Banking Relationship Manager
Credit Risk Manager
Real Estate Finance Director
Mortgage Underwriter
Commercial Property Manager
Real Estate Investment Manager
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