Tenant Protections
SNDA (subordination, non-disturbance and attornment)
Also called: subordination non-disturbance and attornment agreement, non-disturbance agreement
An SNDA is a three party agreement among a tenant, its landlord, and the landlord's lender that subordinates the lease to the mortgage, promises the tenant will not be disturbed if the lender forecloses, and commits the tenant to recognize the lender or a buyer as its new landlord. The non-disturbance half is the part that protects the tenant.
The three letters describe three separate promises, and they do not run in the same direction.
- Subordination. The tenant agrees its lease ranks behind the mortgage. This is what the lender wants, and without a non disturbance promise it means a foreclosure can extinguish the lease entirely.
- Non-disturbance. The lender agrees that as long as the tenant is not in default, foreclosure will not terminate the lease or disturb possession. This is what the tenant wants, and it is the only reason to sign.
- Attornment. The tenant agrees to recognize whoever ends up owning the building as its landlord. This is administrative and rarely controversial.
The clause to look for in the lease
Most leases contain an automatic subordination provision requiring the tenant to subordinate on request. Standing alone, that is a bad deal for a tenant, because it gives up priority without securing non disturbance. The fix is short and standard: condition subordination on the lender delivering a commercially reasonable non disturbance agreement. Landlord forms rarely include that condition and landlord redlines frequently strike it, so check the subordination article in every round.
What lenders commonly carve out of non-disturbance
Even a signed SNDA usually limits what the successor landlord is bound by. Typical carve outs say the lender is not liable for:
- Prior landlord defaults, which can strand an unfunded tenant improvement allowance
- Prepaid rent more than one month in advance
- The security deposit unless actually received
- Offsets or defenses the tenant had against the prior landlord
- Amendments made without lender consent
A tenant with a large unfunded allowance should push for an exception that preserves the allowance obligation or an offset right against rent, because that is real money and the standard carve out eliminates it.
Timing
Ask for the SNDA during lease negotiation, not after. Once the lease is signed, the tenant has no leverage left to get the lender to the table, and a lender under no time pressure can simply decline.
Catch this clause when it changes
CRE Redline pulls every tracked change out of each redline round, ranks it by how much it moves, and keeps contested clauses visible from round to round. Round 1 of every deal is free.
Analyze your first round freeRelated terms
An estoppel certificate is a signed statement in which a tenant confirms the basic facts of its lease — rent, term, security deposit, and whether either party is in default — for the benefit of a buyer or lender.
A tenant improvement allowance is a sum the landlord contributes toward building out a leased space, usually quoted in dollars per rentable square foot and paid on completion against submitted invoices.
A burndown is a schedule under which a tenant's security deposit or letter of credit is reduced over time as the tenant demonstrates payment performance.
This page is general information, not legal advice. Review lease language with qualified counsel.