Subordination, Nondisturbance, and Attornment Agreement (SNDA)

Lender: [Name] · Landlord: [Name] · Tenant: [Name] · Property: [Address] · Date: [Date]

1. Subordination

Tenant's lease is subordinated to Lender's mortgage on the property, meaning the mortgage has priority over the lease.

2. Nondisturbance

So long as Tenant is not in default under the lease, Lender agrees that if it forecloses on the property, it will NOT disturb Tenant's possession, and the lease will continue in effect according to its terms, with Lender (or a foreclosure purchaser) stepping into Landlord's shoes.

3. Attornment

If Lender forecloses and becomes the new owner, Tenant agrees to attorn to (recognize as landlord) Lender or the foreclosure purchaser, continuing to pay rent and perform under the lease as if it had originally been made with the new owner.

4. Lender's Limited Liability

Upon becoming the new landlord, Lender's liability under the lease is limited to its interest in the property, and Lender is not bound by [prior defaults by the original Landlord / prepaid rent beyond the current period / lease amendments not consented to by Lender, as specified].

5. Estoppel

Tenant certifies that the lease is in full force and effect, unmodified except as stated, with no known default by Landlord.

Lender: ______________________ Date: ____________ Landlord: ______________________ Date: ____________ Tenant: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. Without an SNDA, a commercial tenant's lease can technically be wiped out if the landlord's lender forecloses on a mortgage that predates the lease — this is exactly the protection commercial tenants should negotiate for before signing a long-term lease on a financed property.*