Tenant Estoppel Certificates and SNDA Agreements in Commercial Lending

Critical Estoppel Disclosures

• Verification that the lease is unmodified and in full force and effect.
• Commencement and expiration dates, including unexercised renewal options.
• Current base rent amount and date through which rent has been paid in advance.
• Outstanding tenant improvement (TI) allowances or unexpired free rent concessions.
• Explicit confirmation that the landlord has fulfilled all build-out obligations and is not in default.

1. Subordination

The tenant agrees that its lease is subordinate to the mortgage lien, allowing the lender to foreclose without title encumbrance if the borrower defaults on the loan.

2. Non-Disturbance

In exchange for subordination, the lender covenants that in the event of foreclosure, the tenant’s lease will remain in full force and effect, provided the tenant is not in material default.

3. Attornment

The tenant covenants that if the lender takes ownership through foreclosure or deed-in-lieu, the tenant will recognize the lender as its lawful landlord and continue paying rent without interruption.