SNDA agreement: subordination, non-disturbance and attornment, extracted from your leases

SNDA stands for subordination, non-disturbance and attornment. The three words are the three promises in the agreement. Subordination: the tenant agrees its lease ranks below the lender's mortgage, so a foreclosure could otherwise wipe the lease out. Non-disturbance: in exchange, the lender agrees that if it forecloses, it will not evict or disturb a tenant that is paying rent and performing. Attornment: the tenant agrees to recognize the foreclosure buyer or the lender as its new landlord under the same lease.

A lender underwriting a commercial mortgage is really underwriting the rent roll. Without subordination, an older lease could sit ahead of the mortgage; without attornment, a tenant could argue foreclosure terminated the lease and walk away. The SNDA locks the income stream in place through a foreclosure, which is why lenders request one from every significant tenant at origination and again at refinance.

For the tenant, the prize is the non-disturbance promise. Most leases contain an automatic subordination clause, which means the lease already sits below any future mortgage whether or not the tenant signs anything. Without a signed non-disturbance agreement, a foreclosing lender in many states can choose to terminate subordinate leases. A tenant that has invested in its space, or holds below-market rent, should insist on an SNDA whenever the building is financed.

The lease itself usually contains a subordination or "mortgages" clause that obligates the tenant to deliver a signed SNDA (and often an estoppel certificate) within a set window after request, commonly 10 to 15 business days. It also states whether subordination is automatic or conditioned on receiving non-disturbance. These are exactly the terms that need to be on hand the day a financing starts, and they are scattered across every lease in the building.

They travel together in a financing package but do different work. The estoppel certificate certifies present facts: current rent, term, defaults, amendments. The SNDA governs the future: what happens to the lease if the lender forecloses. A lender typically wants both from each tenant, so abstracting the leases once and pulling both sets of obligations together is the efficient path.

Upload the leases and the AI extracts each one's subordination language, SNDA delivery deadline, non-disturbance conditions, and attornment terms, each linked to its page and clause. Counsel reviews against the source in one click, flags the leases with negotiated carve-outs, and the financing checklist fills itself in. It is the same pass that produces the lease abstract and critical dates register, so nothing is reviewed twice.