SNDA (non-disturbance agreement)

Definition

The agreement keeping your lease alive if the landlord's lender forecloses.

Why It Matters

A lease signed after the building's mortgage sits junior to it, so a foreclosure can wipe the lease out no matter what the landlord promised you. The subordination, non-disturbance, and attornment agreement is the three-way fix: you accept the lender's seniority, the lender agrees not to disturb your tenancy if it takes the building, and you agree to pay whoever ends up owning it. Ask whether the seller has one during lease review, in the same conversation as the estoppel certificate, and push for one whenever you are financing a build-out or the location is the business.

In numbers: A buyer spends $150,000 building out a clinic in a building carrying a $3M mortgage senior to the lease. Without non-disturbance, a foreclosure could void the lease and strand the build-out; with the SNDA, the new owner must honor the term.