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Mortgage Subordination Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Mortgage Subordination Agreement is a crucial document in Canadian real estate financing where multiple mortgages exist on a single property. This agreement is typically used when a property owner needs to establish clear priority rights between different mortgage lenders, often in situations involving refinancing, construction loans, or additional financing arrangements. The document, governed by both federal and provincial legislation, explicitly outlines how one mortgage takes priority over another in terms of payment rights and security enforcement. It includes essential details about the mortgages involved, the property description, and the specific terms of subordination. The agreement must comply with provincial land registry requirements and banking regulations, making it a vital tool for managing complex mortgage arrangements while protecting the interests of all parties involved.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses

























Relevant Industries

Banking & Financial Services

Real Estate

Commercial Property

Residential Property

Construction & Development

Property Investment

Mortgage Lending

Legal Services

Relevant Teams

Legal

Real Estate Finance

Commercial Lending

Risk Management

Property Management

Commercial Banking

Mortgage Administration

Credit Analysis

Investment Management

Corporate Banking

Relevant Roles

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

Industries







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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