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12/13/2025

SNDA Explained: Subordination, Non‑Disturbance & Attornment for Tenants

SNDA Explained: Subordination, Non‑Disturbance & Attornment for Tenants

Most tenants focus on rent, tenant improvements, and renewal options. But there’s a quieter risk that can matter just as much:

What happens to your lease if the landlord’s lender forecloses?

In many leases, your tenancy is “subordinate” to the landlord’s mortgage. Without additional protection, a foreclosure can give the lender the right to terminate your lease—even if you’ve paid rent on time.

That’s why tenants ask for an SNDA: Subordination, Non‑Disturbance, and Attornment. This guide explains what it is, why it matters, and what tenant-friendly SNDA terms look like. (Not legal advice.)

What SNDA stands for (plain English)

An SNDA is typically an agreement among:

  • the tenant
  • the landlord
  • the landlord’s lender (or future lenders)

It covers three concepts:

1) Subordination

You agree your lease is “below” the lender’s mortgage. If the mortgage has priority, the lender’s rights can supersede the lease.

2) Non‑disturbance

The lender agrees that if it takes over the building (foreclosure or deed-in-lieu), it will not disturb your tenancy—as long as you are not in default under the lease.

This is the tenant’s main goal: “If I’m paying, don’t kick me out.”

3) Attornment

You agree that if the lender (or a buyer at foreclosure) becomes the new owner, you will recognize them as the new landlord and keep performing under the lease.

In other words: “If ownership changes, the lease continues.”

When tenants should care about an SNDA

Not every small tenant can get a negotiated SNDA, but it’s worth pushing when:

  • you’re spending significant money on buildout
  • your lease term is long (5–10+ years)
  • your location is business-critical
  • you have a favorable rent deal you don’t want to lose

If you’re signing an “as-is” lease with big repair exposure, foreclosure risk can combine with other issues (see /blog/roof-hvac-replacement and /blog/insurance-deductibles).

Where SNDAs usually show up in the lease

Some leases include:

  • a subordination clause (tenant automatically subordinate)
  • a requirement to sign lender forms “upon request”
  • a promise the landlord will “use reasonable efforts” to obtain non‑disturbance

Be careful with “reasonable efforts.” If non‑disturbance is important to you, try to make it a clear obligation with a timeline.

Tenant-friendly SNDA terms to ask for

Here are the practical points that protect tenants without being unrealistic:

1) Non‑disturbance conditioned only on “no uncured default”

You want:

  • notice and cure rights to apply before you’re considered in default
  • “default” not to mean a minor technical issue you can fix quickly

2) Lender recognizes key tenant rights

Depending on the deal, ask that the new owner honors:

  • renewal options (see /blog/renewal-options-notice)
  • expansion options (if any)
  • any rent credits or free rent that are documented
  • your right to quiet enjoyment (basic tenant protection)

Lenders sometimes resist taking responsibility for landlord obligations that weren’t performed before foreclosure. Still, asking for recognition of core rights can prevent surprises.

3) Security deposit protection

If you paid a large security deposit (or delivered an LOC), clarify:

  • whether the lender/new owner will recognize and credit it
  • how it will be transferred at ownership change

Related guide: /blog/security-deposit-letter-of-credit.

4) No new lease modifications hidden in “lender forms”

Many leases say you must sign “lender’s standard form.” That can be fine, but you should avoid being forced to accept:

  • new fees
  • new notice addresses that shorten your time to respond
  • waivers of defenses or claims

Try to require that lender forms are “consistent with the lease” and “do not materially increase tenant obligations.”

A practical way to request an SNDA (tenant script)

If you want to push for it without escalating the negotiation:

“Because we’re investing significantly in buildout and plan to operate here long-term, we’d like a non‑disturbance agreement from the current lender (and an obligation to obtain one from future lenders). We’re happy to sign a standard SNDA as long as it provides non‑disturbance if we’re not in default.”

This frames the SNDA as stability for everyone—not an adversarial demand.

How BizLeaseCheck helps

BizLeaseCheck flags subordination/SNDA language and highlights:

  • automatic subordination without non‑disturbance protection
  • “sign anything lender requests” clauses
  • missing timelines for delivering SNDA documents
  • security deposit/LOC transfer ambiguity on ownership change

Upload a lease for a fast first-pass review:

  • /analyze

Not legal advice

This article is for informational purposes only and is not legal advice. SNDA enforceability and lender requirements vary by jurisdiction, loan structure, and tenant bargaining power. Use this as a checklist and consult qualified professionals for your situation.