Snda Agreement

---
name: snda-agreement
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
---

# 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

```text
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]`.

---

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?