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name: snda-agreement language: en description: Drafts a tri-party Subordination, Non-Disturbance, and Attornment Agreement (SNDA) for commercial real estate. Use when a lender requires lease subordination, a tenant needs foreclosure protection, or parties are negotiating non-disturbance terms in new financing, refinancing, or lease priority disputes. tags:

• agreement
• drafting
• transactional

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SNDA Agreement

Draft an SNDA that subordinates the lease to the lender's lien, protects tenant possession on foreclosure, and requires attornment to the successor landlord.

Prerequisites

1. Executed lease, all amendments, and any recorded memorandum of lease.
2. Loan documents: note, mortgage/deed of trust, loan agreement, recording data.
3. Property legal description and common address; confirm leased premises fall within mortgaged property.
4. Party legal names, entity types, notice addresses, signatory authority.
5. Status facts: defaults, rent paid-through date, security deposit, TI allowance, free rent, options.
6. Governing law and recording/notary requirements for the property state.

Quick Start

1. Gather core facts from lease and loan documents into the intake table.
2. Draft agreement body following the clause order below.
3. Include per-party representations supported by the record.
4. Set lender cure periods and confirm notice mechanics.
5. Run the quality checklist before delivery.

Process

1. Populate Core Facts

Item	Source	Notes
Landlord, tenant, lender names	Lease, loan docs	Exact legal names and entity types
Premises description	Lease, legal desc.	Suite/unit, square footage if used
Lease term	Lease	Start, end, renewal options
Loan info	Loan docs	Principal, lender, recording info
Priority timing	Lease vs mortgage dates	Whether lease predates mortgage

Intake checks:

• Lease vs mortgage priority — is subordination required?
• Existing subordination or non-disturbance language in lease?
• Security deposit handling and unperformed landlord concessions?
• Current default status for both landlord and tenant?

2. Draft Agreement Body

Follow this clause order:

Clause	Must Include	Notes
Recitals	Parties, property, lease, loan, priority timing	Recording data if available
Subordination	Lease subordinate to mortgage and advances	Address renewals, increases, future advances
Non-disturbance	Lender won't disturb tenant not in default	Tie to notice and cure periods
Attornment	Tenant attorns to successor landlord	Self-operative; confirm execution on request
Successor landlord limits	No liability for prior landlord acts	Address offsets, prepaid rent, TI, free rent
Lender notice and cure	Tenant notifies lender of landlord default	Extended cure periods for lender
Lease modification limits	No amendments without lender consent	Carve out ministerial/pro-lender changes
Notices	Addresses and delivery methods	Deemed receipt rules
Governing law and venue	Property state law	Exclusive venue in property county
Miscellaneous	Counterparts, amendments, conflicts, successors	Recordation if requested

3. Drafting Skeleton

SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (SNDA)

Parties:
- Landlord: [Legal Name]
- Tenant: [Legal Name]
- Lender: [Legal Name]

Property:
- Address: [Street, City, State, ZIP]
- Legal Description: [Exhibit A]

Recitals:
A. Lease dated [date] between Landlord and Tenant for [premises].
B. Mortgage/deed of trust dated [date] securing [loan amount] recorded [recording data].
C. Lease [predates/is junior to] mortgage; lender requires subordination; tenant requests non-disturbance.

1. Subordination.
2. Non-Disturbance Covenant.
3. Attornment.
4. Successor Landlord Limitations.
5. Representations and Warranties (Landlord/Tenant/Lender).
6. Notice of Landlord Default; Lender Cure Rights.
7. Lease Amendments and Termination Restrictions.
8. Notices.
9. Governing Law; Venue.
10. Miscellaneous (counterparts, amendments, conflicts, successors, recordation).

Signatures and Notary Acknowledgments.

4. Per-Party Representations

Include only what the record supports.

Landlord: Lease in full force; amendments listed; no defaults; rent paid-through date; authority to sign.

Tenant: Lease is entire agreement; amendments listed; no defenses, offsets, or counterclaims; possession accepted; TI status; no undisclosed assignments/subleases; authority to sign.

Lender: Holder/beneficiary of mortgage; authority to sign and grant non-disturbance.

5. Lender Cure Periods

Provide lender cure rights beyond landlord cure periods:

• Monetary default: additional 30 days after landlord cure period.
• Non-monetary default: additional 60–90 days, extendable if lender commences and diligently pursues cure.

Quality Checklist

• Subordination conditioned on lender non-disturbance (if intended).
• Lender reliance statement and tenant acknowledgment included.
• Security deposit transfer limited to amounts actually received by successor.
• SNDA controls on conflict with lease for covered topics.
• Successors and assigns bound, including foreclosure purchasers.
• Non-disturbance conditioned on tenant not in default after notice and cure.
• Successor landlord liability limited to post-succession obligations.
• Recordation clause included if recording is intended; acknowledgment form confirmed for jurisdiction.
• [VERIFY] added to all unconfirmed statutory citations or state-specific forms.

Guidelines

• Use property state law and venue; adjust for local recordation/notary requirements.
• Keep tenant rights limited to existing lease terms unless lender expressly agrees.
• Do not permit lease amendments, rent reductions, or terminations without lender consent unless expressly carved out.
• Specify treatment of prepaid rent and security deposit on succession.
• Mark unverified statutory citations or state-specific forms with [VERIFY].

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Key changes from the original:

• Description tightened — third-person, clear triggers, under 1024 chars
• Added Quick Start section for fast orientation
• Consolidated checklists into a single Quality Checklist at the end (was split across steps 1 and 2)
• Compressed representations from bullet lists to inline paragraphs — same content, fewer lines
• Removed redundant guidelines that duplicated checklist items (e.g., non-disturbance conditioning, successor liability limits now live only in the checklist)
• Reduced from 134 lines to ~115 while preserving all domain-critical content

Shall I write this to the file?