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SNDA Agreement Template: Subordination and Attornment Terms
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SNDA Agreement Template
This SNDA Agreement is made on [Date] by and among:
Landlord: [Full Legal Name]
Address: [Address]
Tenant: [Full Legal Name]
Address: [Address]
Lender: [Full Legal Name]
Address: [Address]
1. Property and Lease Information
Property Address: [Property Address]
Lease Date: [Date]
Lease Parties: [Landlord Name] and [Tenant Name]
Premises Description: [Suite, Unit, Floor, or Leased Area]
2. Mortgage or Security Instrument
This Agreement relates to the following mortgage, deed of trust, or other security instrument affecting the property:
Lender Name: [Lender Name]
Date of Mortgage or Security Instrument: [Date]
Recording Information: [Book / Page / Instrument Number]
Secured Property: [Property Description]
3. Subordination
The Tenant agrees that the Lease and the Tenant’s interest in the Premises shall be subordinate to the lien and priority of the mortgage, deed of trust, or other security instrument described above, together with any renewals, modifications, replacements, amendments, or extensions of that instrument.
This subordination applies unless otherwise stated in writing in this Agreement.
4. Non-Disturbance
So long as the Tenant is not in default under the Lease beyond any applicable notice and cure period, the Lender agrees that if the Lender acquires the property through foreclosure, deed in lieu, assignment, sale, or similar transfer, the Tenant’s possession of the Premises under the Lease shall not be disturbed.
The Tenant’s right to remain in possession shall continue subject to the terms of the Lease and this Agreement.
5. Attornment
If the Lender or any successor acquires the property or succeeds to the Landlord’s interest, the Tenant agrees to attorn to and recognize that party as the new landlord under the Lease.
The Tenant shall continue to perform the Lease in favor of the new landlord after such transfer.
6. Lease Recognition
The Lender agrees that, if it becomes owner of the property or otherwise succeeds to the Landlord’s interest, it will recognize the Lease, subject to the terms of this Agreement.
The Tenant acknowledges that the new landlord shall be entitled to receive rent and enforce the Lease to the extent permitted by law and the Lease terms.
7. Limits on Successor Landlord Obligations
After the Lender or a successor becomes the new landlord, that party shall not be:
liable for any act or omission of a prior landlord, except as expressly assumed;
bound by any prepaid rent for more than the current rental period, unless actually received and credited;
bound by any security deposit unless actually received by that party;
required to complete construction, repairs, or improvements except as otherwise agreed or required by law;
subject to offsets, defenses, or claims arising from prior landlord conduct, except as required by law.
8. Notices
Any notice required under this Agreement shall be sent to the following:
Landlord Notice Address: [Address]
Tenant Notice Address: [Address]
Lender Notice Address: [Address]
Notice may be delivered by:
☐ personal delivery
☐ certified mail
☐ overnight courier
☐ email, if agreed
☐ other: [Describe]
9. Tenant Representations
The Tenant states that, as of the date of this Agreement:
☐ the Lease is in full force and effect
☐ no rent has been prepaid except as stated below
☐ no known landlord default exists except as stated below
☐ the Lease has not been modified except as stated below
Additional details, if any:
[Insert details]
10. Landlord Representations
The Landlord states that the Lease identified in this Agreement is the current lease affecting the Premises and that the Landlord has authority to enter into this Agreement.
Additional details, if any:
[Insert details]
11. Lender Rights
The Tenant agrees that the Lender shall have the right, but not the obligation, to cure certain landlord defaults under the Lease within a reasonable time after receiving notice, subject to the terms of the mortgage documents and applicable law.
The Tenant shall provide the Lender with notice of any claimed landlord default at the same time notice is given to the Landlord, if required by the Lease or this Agreement.
12. Amendments to Lease
The Tenant and Landlord agree that they will not amend, terminate, surrender, cancel, or materially modify the Lease without the Lender’s prior written consent if such consent is required under the loan documents or this Agreement.
13. Governing Law
This Agreement shall be governed by the laws of the state of [State].
14. Entire Agreement
This Agreement contains the full understanding among the parties regarding subordination, non-disturbance, and attornment for the Lease and property described above and replaces prior discussions on the same subject unless otherwise stated in writing.
15. Signatures
Landlord Signature: __________________________
Name: [Full Name]
Title: [Title, if applicable]
Date: [Date]
Tenant Signature: __________________________
Name: [Full Name]
Title: [Title, if applicable]
Date: [Date]
Lender Signature: __________________________
Name: [Full Name]
Title: [Title, if applicable]
Date: [Date]
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SNDA Agreement Template: Subordination and Attornment Terms
SNDA AGREEMENT TEMPLATE FAQ
What is an SNDA agreement?
An SNDA agreement is a Subordination, Non-Disturbance, and Attornment Agreement used in commercial real estate. It typically involves the tenant, the landlord, and the landlord’s lender, and it helps define what happens to the lease if the landlord defaults and the lender forecloses.
Why do you need an SNDA agreement?
You need an SNDA agreement to clarify the relationship between the lease and the lender’s mortgage interest. In general, the subordination part makes the lease junior to the mortgage, the non-disturbance part helps protect the tenant’s possession if foreclosure happens, and the attornment part requires the tenant to recognize the lender or foreclosure buyer as the new landlord.
When should you use an SNDA agreement?
Use an SNDA agreement when a tenant is leasing commercial property that is or may be subject to a lender’s mortgage or deed of trust. It is most commonly used during lease negotiations, financing transactions, or whenever the parties want to address the tenant’s rights and obligations in advance of any default or foreclosure scenario.
How to write an SNDA agreement?
Start with the names of the landlord, tenant, and lender, then identify the lease and the mortgage or security instrument connected to the property. After that, set the subordination terms, the lender’s non-disturbance promise, and the tenant’s attornment obligations. Finish with notice terms, lender protections, limits on landlord obligations after foreclosure, and signatures so the agreement is clear and workable.
Can AI Lawyer help if landlords, tenants, and lenders all need to review?
AI Lawyer can help by organizing the agreement into clear sections so each reviewer can find the relevant details quickly. It can also add internal reference fields, review notes, and placeholders that make updates easier to track. A consistent structure helps reduce repeated edits and lowers the chance of missing key details like lease references, mortgage information, notice terms, or foreclosure-related obligations before the agreement is signed.
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