Establishing secure connection…Loading editor…Preparing document…

Subordination Non-Disturbance and Attornment Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

NONDISTURBANCE AND ATTORNMENT AGREEMENT

This Nondisturbance and Attornment Agreement (the “Agreement”) is dated . It is between , having its principal place of business at (the “Lender”), and , having offices at (the “Lessee”).

Lender is the holder of a mortgage or deed of trust (the “Mortgage”) dated , recorded in Volume , Page of the Records of County, . The Mortgage encumbers the real property (the “Property”) located in County, , described in Exhibit “A” attached to and made a part of this Agreement.

Lessee and (the “Lessor”) have entered into a (the “Lease”) dated , recorded in Volume , Page , of the Records of County, , by which Lessee leases from Lessor certain property (the “Leased Premises”) which are a part of the Property and which are more particularly described in the Lease.

Lessee and Lender desire to confirm their understanding and agreement respecting the Lease and the Mortgage.

Lessee and Lender hereby agree as follows:

1. Nondisturbance: So long as Lessee is not in default (beyond any period given Lessee by the terms of the Lease to cure a default) in the payment of rent or in any other obligation imposed on Lessee by the terms of the Lease, Lessee’s possession and use of the Leased Premises and Lessee’s other rights and privileges under the Lease, or any extensions or renewals of the Lease which may occur in accordance with any option contained in the Lease, shall not be diminished, disturbed, or interfered with by Lender, and Lender will not join Lessee as a party defendant in any action or proceeding to foreclose the Mortgage.

2. Foreclosure/Attornment: If the interest of Lessor is acquired by Lender by reason of foreclosure of the Mortgage or other proceedings brought to enforce the rights of Lender, by deed in lieu of foreclosure or by any other method, and Lender succeeds to the interest of Lessor under the Lease, Lessee will attorn to Lender as its landlord, the attornment to be effective and self-operative without the execution of any other instruments on the part of any party to this Agreement, immediately on Lender’s succeeding to the interest of Lessor under the Lease, and the Lease will continue in accordance with its terms between Lessee and Lender, as landlord; provided, however:

a. Lender will not be liable for any act or omission of any prior landlord (including Lessor); and,

b. Lender will not be subject to any offsets or defenses that Lessee might have against any prior landlord (including Lessor).

3. Binding Effect: This Agreement will inure to the benefit of and be binding on the parties to this Agreement and their respective successors and assigns, it being expressly understood that all references in this Agreement to Lender shall be deemed to include not only Lender, but also its successors and assigns.

4. Entire Agreement: This Agreement contains the entire agreement between the parties respecting the subject matter contained in this Agreement and supersedes all prior or contemporaneous, written or oral agreements and negotiations between the parties.

5. Modification: No modification, amendment, or termination of this Agreement will be effective unless in writing and signed by the parties to this Agreement or their respective successors in interest.

6. Gender and Number: Whenever in this Agreement the content so requires, the gender used includes the masculine, feminine, and/or neuter and the number used includes the singular and/or plural.

7. Paragraph Headings: The headings of the paragraphs of this Agreement are for reference purposes only and are not to be construed or deemed to define or limit any of the terms and provisions contained in this Agreement.

The parties have executed this Agreement as of the date first above written.

Lender

Lessee

(Acknowledgements)

Exhibit “A”: Description of Property

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Subordination, Non-Disturbance and Attornment Agreement Does

A Subordination, Non-Disturbance and Attornment Agreement (SNDA) is a tripartite real estate contract among tenant, landlord, and lender that sets priorities and protections if the landlord defaults. It subordinates the tenant’s lease to the lender’s mortgage, preserves the tenant’s right to remain in possession under specified conditions (non-disturbance), and obligates the tenant to recognize a new owner or lender in the event of foreclosure (attornment). SNDAs clarify rights on priority, cure periods, and post-foreclosure tenancy to reduce litigation and enable lender financing.

Why an SNDA Matters for Tenants, Landlords, and Lenders

An SNDA protects tenant occupancy if a lender enforces its mortgage, preserves lender security interests, and creates clarity about priorities and cure obligations — reducing business disruption and financing friction for all parties.

Why an SNDA Matters for Tenants, Landlords, and Lenders

Typical Parties and When They Need an SNDA

SNDA use commonly arises in financed commercial properties and structured leases where lender rights could affect tenant occupancy.

  • Commercial Tenants with long-term leases who need assurance they can stay post-foreclosure under agreed conditions.
  • Landlords seeking mortgage financing that requires tenant leases be subordinated to new lender liens.
  • Lenders underwriting mortgage loans who require priority and clear remedies while accounting for tenant protections.

Each party’s legal and financial objectives shape SNDA terms; counsel commonly negotiates scope, cure periods, and non-disturbance triggers.

Who Signs and What Their Role Is

Tenant

Tenant signs to acknowledge subordination and to attorn to a lender or purchaser after foreclosure. The tenant’s obligations typically include rent payment, continued lease performance, and any recognition of a successor landlord under agreed protective terms.

Lender

Lender signs to secure its priority interest and to confirm the conditions under which it will honor non-disturbance. Lender provisions often require tenant notice procedures, estoppel certificates, and limited cure rights to safeguard collateral.

Core Clauses and Structure of a Professional SNDA

A robust SNDA addresses priority, conditions that trigger non-disturbance, attornment mechanics, notice and cure procedures, representations and warranties, and dispute resolution, each drafted to align with lease and loan documents.

Subordination

Specifies that the lease is junior to the mortgage but may include exceptions such as rights reserved in the lease or specific permitted encumbrances; defines effective date and recording mechanics.

Non-Disturbance

Requires the lender, upon acquiring title or exercising remedies, to honor the tenant’s occupancy and lease terms provided the tenant remains in compliance with lease obligations and meets required notice/cure provisions.

Attornment

Obligates the tenant to recognize and perform under a successor landlord after foreclosure, including where rent payment routing and lease continuation language are specified.

Estoppel and Representations

May include estoppel certificate requirements, tenant representations about defaults, and landlord representations regarding the mortgage and property condition to prevent later disputes.

Notice and Cure

Defines how tenant, landlord, and lender exchange notices of default, cure periods for landlord defaults, and tenant rights to cure in limited circumstances to preserve non-disturbance.

Recordation and Remedies

Addresses whether the SNDA will be recorded, how recording affects third-party rights, and remedies available to parties for breach or misrepresentation.

Step-by-Step: Prepare and Execute an SNDA

Follow these sequential steps to minimize legal and operational risk when creating or accepting an SNDA.

  • 01
    Assemble Documents: Collect lease, mortgage, title report, and estoppel certificates for review.
  • 02
    Negotiate Terms: Agree on cure periods, permitted encumbrances, and non-disturbance triggers with counsel.
  • 03
    Obtain Approvals: Secure lender and tenant internal approvals and corporate authorizations.
  • 04
    Execute and Record: Sign, notarize if required, and record according to jurisdictional rules.

Configuring an Online SNDA Workflow

An e-signed SNDA workflow should ensure signer identity, field validation, and retained audit evidence for enforceability.

Field Configuration
Signer Order Set lender, landlord, tenant sequential or parallel signing as negotiated.
Authentication Use email plus SMS code or KBA for higher-assurance signer identity.
Required Fields Make property, lease ref, and effective date mandatory to prevent omissions.
Audit Trail Capture timestamps, IP, and signer email for evidentiary support.

Where to Send and File an Executed SNDA

Routing and recordation preserve priority and inform interested parties after execution.

  • Primary Recording: Record with the county recorder in the property’s jurisdiction if the SNDA is recordable.
  • Lender File: Deliver an executed copy to the lender for loan file and servicing records.
  • Tenant and Landlord: Provide signed copies to tenant and landlord legal/commercial teams.
  • Title Company: Send to title insurer to confirm coverage adjustments or endorsements.

Digital Signing: Technical Considerations

Ensure the e-signature process preserves intent, attribution, and a tamper-evident audit trail to satisfy ESIGN and UETA standards.

  • File Formats: Use PDF or PDF/A to preserve page integrity and embedded signatures.
  • Authentication Options: Choose email, SMS, or KBA depending on required assurance level.
  • Retention: Store signed copies and audit records in encrypted storage for compliance.

Confirm platform compliance with ESIGN/UETA and, where applicable, HIPAA or 21 CFR Part 11 before e-execution to avoid enforceability issues.

Timing Considerations and Typical Deadlines

Key dates depend on loan closing, lease commencement, and recording windows; align SNDA execution with those milestones.

Prior to Loan Funding:

Lenders typically require SNDA execution before or at loan closing to secure priority.

Lease Commencement Alignment:

Match effective date to lease start to avoid gaps in non-disturbance coverage.

Recording Window:

Record promptly after execution if recordation is part of lender requirements.

Estoppel Certs Deadline:

Tenants often have 10–30 days to return estoppel certificates requested pre-closing.

Cure Periods:

Negotiate specific cure periods; these affect when non-disturbance protections apply.

Common Mistakes to Avoid When Preparing an SNDA

  • Using informal or trade names instead of exact legal entity names that appear on formation or title documents leads to enforceability issues.
  • Failing to align effective dates with lease and loan documents can create gaps in protection or unintended priority disputes.
  • Neglecting to obtain or review a current title report may allow undisclosed liens or easements to undermine expected priorities.
  • Overlooking recordation requirements where recordation is necessary to provide constructive notice and to perfect priority rights.

Risks if an SNDA Is Incorrect or Missing

Loss of Priority: Tenant rights subordinate unexpectedly
Eviction Risk: Tenant may face removal after foreclosure
Loan Default Exposure: Lender remedies complicated by unclear rights
Title Issues: Recording errors create clouds on title
Increased Costs: Litigation and re-documentation fees
Insurance Gaps: Title insurer may add exceptions

Real-World SNDA Scenarios

These condensed examples show how SNDAs function in practical settings and why clear terms matter.

Martin Properties

Local landlord negotiated an SNDA to enable borrower financing without displacing tenants.

  • Lender required non-disturbance on commercial leases.
  • The resulting agreement preserved tenant occupancy post-foreclosure while allowing the lender to perfect its security interest, reducing closing friction and protecting rent streams.

Optica Ventures

Investor acquired a portfolio subject to existing leases and needed lender assurances.

  • Tenant estoppel certificates confirmed lease status.
  • A tailored SNDA clarified cure periods and attornment, enabling financing and minimizing post-closing lease disputes across the portfolio.

Essential Data Elements to Include in the SNDA

Party Names: Full legal names only
Property ID: Recorded legal description
Lease Reference: Lease date and page references
Effective Date: MM/DD/YYYY format
Notary Block: As required by jurisdiction
Recordation Plan: County recorder details

Pricing and Feature Snapshot for eSignature Options

Compare common plan dimensions and starting prices when selecting an eSignature provider for SNDA workflows; signNow appears first for clarity.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Varies Varies Yes Varies
Audit Trail Yes Yes Yes Yes Yes

Frequently Asked Questions About SNDAs

Answers to common questions address enforceability, electronic execution, notarization, and next steps when conflicts arise.


Need help? Contact support

Explore Templates

Texas Contract for Deed Package New York Landlord-Tenant Package Landlord Tenant Forms Property Rental Agreement Arizona Contract for Deed Virginia Divorce Package No Children Oklahoma Minor Name Change
be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.