Subordination, Non-Disturbance, and Attornment Agreements: Drafting to Protect Lenders, Tenants, and Landlords

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Real Property - Transactions
- event Date
Thursday, January 23, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will discuss the purpose and objectives of subordination, non-disturbance, and attornment agreements (SNDAs) for all key stakeholders--lenders, tenants, and landlords. The panel will outline best practices for drafting and negotiating SNDAs and other related provisions such as estoppel certificates.
Faculty

Ms. Zana’s commercial real estate clients are situated throughout the U.S. with a focus on New York’s tri-state area, and include private developers, public companies, institutional owners, banks, and lessees of millions of square feet of real estate across the country in the luxury residential, mixed-use, retail, commercial office, data centers and colocation facilities, hotel and hospitality, healthcare and higher education industries. Her specific experience and areas of focus include: representing public and private companies that use millions of square feet of real estate, in negotiating build-to-suit and credit-tenant office leases, development agreements and state tax incentive agreements; acquiring, selling, financing and leasing data centers and colocation facilities; negotiating ground leases; negotiating retail leases on behalf of developers and the end retail users; arranging for and negotiating debt and equity financing; and negotiating corporate- and property-level acquisitions and sales.

Mr. Polevoy has extensive experience in all aspects of complex commercial real estate, including office and retail leasing, development, sales and acquisitions, joint ventures, financing, restructurings and workouts. He also has significant experience in connection with hotel management agreements, architect agreements and construction agreements. Mr. Polevoy has represented owners, investors and developers of office, hotel, multi-family residential and industrial properties in connection with the acquisition, disposition and financing of commercial real property, and represented landlords and tenants in connection with office, retail and restaurant leases, in New York City and nationally. He is the current Chair of the Real Property Law Committee of the New York City Bar Association.
Description
One of the most significant issues in commercial leasing and real estate finance is the priority of the secured loan concerning the property owner's tenants. SNDAs are critical to set out the rights and obligations of the landlord, tenant, and lender.
The SNDA agreement addresses how and when the tenant's rights are subordinate to the lender's rights. Non-disturbance provisions assure that the tenant's rights to the premises will be preserved and not be disturbed if the landlord defaults on its loan and the lender forecloses. Attornment provisions assure that the tenant will recognize the lender as the new landlord after foreclosure.
SNDAs include other provisions that may alter the lease terms, including the application of insurance and condemnation proceeds, notice obligations, and lender consent rights in connection with the assignment or amendment of the lease. Estoppel certifications may also be included.
Listen as our authoritative panel of real estate practitioners analyzes the purpose and objectives of SNDA agreements for lenders, tenants, and landlords and explains how to draft and negotiate SNDAs and other related provisions such as estoppel certificates.
Outline
- Overview of SNDAs and their objectives
- Subordination provisions
- Non-disturbance provisions
- Attornment provisions
- Additional provisions that are often included in SNDAs (estoppel, notice, use of property, casualty insurance proceeds)
Benefits
The panel will review these and other key issues:
- The lender's objectives in negotiating the SNDA agreement and how the lender can protect the future rental stream of the property
- The tenant's objectives beyond non-disturbance of possession of the premises and rights they should seek to negotiate
- The landlord's objectives in drafting and negotiating the SNDA agreement
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