Why Your Landlord Won’t Give You an SNDA - And What You Can Actually Ask For

If you’ve been through a commercial lease negotiation with a thorough attorney, you’ve probably heard about SNDAs. Your lawyer asked for one. The landlord said no. And you may have walked away uncertain whether you got something important or just lost a negotiating point that didn’t matter much in practice.

Here’s the honest answer: for most Midtown tenants, an SNDA is unlikely to be granted - and understanding why helps clarify what protection you can actually get.

What an SNDA Is and Why It Matters

SNDA stands for Subordination, Non-Disturbance, and Attornment Agreement. It’s a three-part document that governs what happens to your lease if your landlord’s lender forecloses on the building.

Subordination means your lease is junior to the lender’s mortgage - standard and almost always already in your lease. Attornment means that if a new owner takes over through foreclosure, you agree to recognize them as your landlord. Non-disturbance is the piece tenants care about: it means the lender agrees that if they foreclose, they won’t terminate your lease as long as you’re not in default. Without it, a foreclosing lender could theoretically wipe out your lease entirely.

Why Landlords Won’t Give It to Most Tenants

An SNDA isn’t just something the landlord signs - it requires the lender’s consent and signature. Lenders are generally willing to grant non-disturbance protection to anchor tenants, major credit tenants, or tenants occupying a significant portion of the building. The threshold varies, but if you’re occupying less than 10 to 15 percent of the building’s total square footage, you’re unlikely to be consequential enough to the lender’s collateral for them to care about protecting your tenancy specifically.

This is a market reality, not a negotiating failure. Attorneys who push hard for SNDAs on behalf of small tenants are sometimes asking for something the market simply won’t deliver - and spending negotiating capital that could be used elsewhere. It’s worth having a broker who can give a ground-level read on what’s actually achievable before the ask goes in.

What You Can Actually Get

Two protections are worth pushing for that are more realistic for smaller tenants:

A non-disturbance provision in the lease itself.

While not a true SNDA - which requires the lender as a party - your lease can include language that the landlord agrees not to disturb your tenancy in the event of a foreclosure or ownership transfer, as long as you’re not in default. This isn’t lender-binding, but it creates contractual protections against the landlord and successor owners and is a meaningful and realistic ask for tenants of most sizes.

Estoppel certificate rights.

An estoppel certificate is a document confirming the current status of your lease - rent amounts, term, any defaults, any modifications. It gives you visibility and creates a record that becomes important if ownership changes. Many leases include estoppel obligations on the landlord; if yours doesn’t, it’s worth adding. It costs the landlord nothing and gives you a meaningful tool.

Beyond these, there are more sophisticated lease structures - self-executing non-disturbance provisions, automatic subordination with embedded protections, and other mechanisms - that a real estate attorney can evaluate for your specific situation. These get into territory where the legal complexity warrants proper counsel, and the right attorney will know what’s achievable given your landlord, your building, and the lender involved.

The Practical Takeaway

If you’re a smaller tenant in a Midtown office building, the realistic goal is not a full SNDA. It’s making sure your lease includes meaningful non-disturbance language and estoppel rights, and that you understand going in what the lender’s position would be in a distress scenario.

The building’s ownership structure - whether it’s on a ground lease, who the lender is, where the landlord sits in their capital cycle - is context your broker should be surfacing before you sign. An SNDA may not be available. Understanding your exposure is always available, and it starts before the lease negotiation does.

The ask that the market won’t give you is a negotiating failure only if you didn’t know it was unavailable going in.