A subordination, non-disturbance, and attornment agreement (SNDA) is a three-party agreement among:

SNDAs are routinely required in commercial real estate transactions by:

The primary effect of an SNDA is that the tenant agrees to subordinate its lease to the mortgage in exchange for the lender agreeing not to disturb the tenant if the lender forecloses its superior security interest in the real property. Without the protection of a non-disturbance agreement, a subordinate lease is potentially terminable in foreclosure.

The purpose of an SNDA is to establish:

Although some leases purport to grant the tenant non-disturbance if a lender forecloses, unless the lender approves the lease with the pre-negotiated SNDA attached, a lender is not a direct party to the lease and not bound to agreements reached between the tenant and the borrower. A non-disturbance agreement must come directly from the lender.

For transactions involving properties in multiple states or when a lender wants consistency for its SNDAs among transactions in different states, refer to our jurisdictionally-neutral SNDA forms below. These documents offer guidance on drafting and negotiating SNDAs and can be modified for use in any jurisdiction. Each resource also contains a link to a redline (in the first drafting note) that highlights the comments and requested changes typical in an SNDA negotiation.

For a single property transaction or when all properties are located in a particular state and the lender does not need consistency, state-specific versions of an SNDA, like those identified below, can instead be used.