The Subordination And Non-Disturbance Agreement (SNDA) is a crucial document in Dutch commercial real estate financing and leasing transactions. It is typically required when a property owner has both a mortgage lender and tenants, addressing the potentially competing interests of these parties. The agreement ensures the lender's security interest takes priority over the tenant's lease rights (subordination), while the lender commits to not terminating the lease if it forecloses on the property (non-disturbance), provided the tenant is not in default. The document, structured under Dutch law, includes specific provisions regarding property rights, security interests, and contractual obligations as governed by the Dutch Civil Code. It becomes particularly important in refinancing situations, new lease agreements on mortgaged properties, or when a lender requires additional security for their mortgage.
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1. Parties: Identification of all parties: typically the Lender, Landlord, and Tenant
2. Background: Recitals explaining the existing lease, loan arrangement, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including Lease, Mortgage, Property, and Security Documents
4. Subordination: Provisions establishing that the Lease and tenant's interests are subordinate to the Mortgage and Lender's security interests
5. Non-Disturbance: Lender's agreement not to terminate the Lease or disturb tenant's possession upon foreclosure if tenant is not in default
6. Attornment: Tenant's agreement to recognize Lender or any purchaser as successor landlord following foreclosure
7. Representations and Warranties: Key statements of fact from each party regarding their authority, the lease status, and other material matters
8. Notice Requirements: Procedures for sending notices between parties, including default notices and cure rights
9. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
10. Execution: Signature blocks and execution requirements under Dutch law
1. Lease Modifications: Required when parties need to specify which lease modifications require lender consent
2. Insurance and Condemnation Proceeds: Include when specifying rights to insurance proceeds or condemnation awards
3. Rent Payment Provisions: Used when direct payment of rent to lender may be required following default
4. Lender Cure Rights: Optional provisions detailing lender's rights to cure landlord defaults
5. Assignment and Transfer Provisions: Include when specific restrictions on assignment or transfer need to be addressed
6. Force Majeure: Optional clause addressing unforeseen circumstances and their impact on obligations
7. Severability: Include when parties want to ensure partial invalidity doesn't affect entire agreement
1. Schedule 1 - Property Description: Detailed legal description of the property, including cadastral details
2. Schedule 2 - Lease Details: Summary or copy of key lease terms and amendments
3. Schedule 3 - Mortgage Details: Summary of relevant mortgage terms and security documents
4. Appendix A - Form of Notice: Standard form for notices between parties
5. Appendix B - Power of Attorney: If required, form of power of attorney for execution purposes
6. Appendix C - Registration Details: Information required for land registry recording
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