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Lease Subordination Agreement Template for Canada

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Key Requirements PROMPT example:

Lease Subordination Agreement

"I need a Lease Subordination Agreement for a multi-tenant retail property in Ontario, where a new mortgage is being placed on March 1, 2025, and we need to ensure all existing tenants' leases are subordinated to the new mortgage while protecting their occupancy rights."

Document background
The Lease Subordination Agreement is a critical document in Canadian real estate transactions where multiple interests in a property need to be prioritized. This agreement is commonly used when a property owner seeks new financing or refinancing while having existing tenants, or when new tenants are entering into a lease on a mortgaged property. The document typically includes provisions for subordination, non-disturbance, and attornment (SNDA). Under Canadian law, the Lease Subordination Agreement must comply with both federal regulations and provincial property laws, which can vary by jurisdiction. The agreement ensures that lenders' security interests are protected while providing tenants with continued occupancy rights, making it essential for commercial real estate transactions and property financing arrangements. The document requires careful drafting to balance the interests of all parties and ensure compliance with applicable Canadian legislation.
Suggested Sections

1. Parties: Identifies all parties to the agreement including the landlord, tenant, and lender/mortgagee

2. Background: Recitals explaining the existing lease arrangement, the mortgage or other senior interest, and the purpose of the subordination

3. Definitions: Defines key terms used throughout the agreement including 'Lease', 'Mortgage', 'Property', and 'Subordination'

4. Subordination: Core provision establishing that the lease and all rights thereunder are subordinate to the mortgage or other senior interest

5. Acknowledgments: Confirmations by the tenant regarding the validity of the lease and acceptance of the subordination arrangement

6. Non-Disturbance: Lender's agreement not to disturb tenant's possession if compliant with lease terms

7. Attornment: Tenant's agreement to recognize the lender as landlord upon foreclosure or other enforcement

8. Notice Requirements: Procedures for giving notice between parties

9. Representations and Warranties: Basic representations about authority to enter agreement and validity of underlying documents

10. General Provisions: Standard boilerplate including governing law, amendments, successors and assigns

Optional Sections

1. Further Assurance: Commitment to execute additional documents if needed - include when complex property interests are involved

2. Priority of Future Advances: Specifically addresses subordination to future advances under the mortgage - include when mortgage contemplates future advances

3. Estoppel Provisions: Tenant's confirmation of lease terms and status - include when required by lender

4. Insurance and Casualty: Special provisions regarding insurance proceeds and restoration - include for high-value properties

5. Multiple Properties: Additional provisions for handling multiple properties under single agreement - include when multiple properties involved

6. Costs and Expenses: Allocation of costs for agreement preparation and registration - include when significant costs anticipated

Suggested Schedules

1. Schedule A - Property Description: Legal description of the property or properties subject to the agreement

2. Schedule B - Lease Details: Summary or copy of key lease terms and amendments

3. Schedule C - Mortgage Details: Summary or copy of relevant mortgage terms

4. Schedule D - Authorized Signatories: List of authorized signatories for each party if required

5. Schedule E - Registration Particulars: Details required for registration of the agreement on title

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


































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Relevant Industries

Real Estate

Banking & Financial Services

Commercial Property

Retail

Industrial & Manufacturing

Healthcare

Hospitality

Office Space & Commercial Buildings

Multi-family Residential

Relevant Teams

Legal

Real Estate

Finance

Risk Management

Property Management

Commercial Leasing

Asset Management

Corporate Services

Compliance

Relevant Roles

Real Estate Lawyer

Commercial Property Manager

Mortgage Specialist

Real Estate Development Manager

Legal Counsel

Commercial Leasing Manager

Risk Manager

Property Administrator

Asset Manager

Commercial Real Estate Broker

Finance Director

Corporate Counsel

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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