Attornment
Attornment is a tenant's agreement to recognize a new owner, or a lender that has foreclosed, as its landlord and to keep paying rent to them under the existing lease. It is the "A" in an SNDA (subordination, non-disturbance and attornment agreement).
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Sample Attornment clauses
Nondisturbance and Attornment. If the Lease has not been terminated on account of an Event of Default by Tenant, then, when Successor Landlord takes title to Landlord’s Premises: (a) Successor Landlord shall not terminate or disturb Tenant’s possession of Tenant’s Premises under the Lease, except in accordance with the terms of the Lease and this Agreement; (b) Successor Landlord shall be bound to Tenant under all the terms and conditions of the Lease (except as provided in this Agreement); (c) Tenant shall recognize and attorn to Successor Landlord as Tenant’s direct landlord under the Lease as affected by this Agreement; and (d) the Lease shall continue in full force and effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenant.
Source
ACCURAY INC (ARAY)Subordination, Non-Disturbance and Attornment. Landlord shall obtain from any lender holding a loan secured by a mortgage or deed of trust (or like instrument) encumbering the Premises (“Lender”) a subordination, non-disturbance and attornment agreement (“SNDA”) with Tenant assuring that, so long as Tenant is not in Default under the Lease Lender will not disturb Tenant’s right to possession of the Premises and, upon the occurrence of any foreclosure-related disposition, the successor-in-interest to Landlord shall recognize the Lease and Tenant’s rights thereunder, subject to customary exclusions for certain pre-foreclosure obligations of Landlord. Landlord shall join in executing such SNDA. The agreed upon form of SNDA is attached hereto as Exhibit B and incorporated herein.
Attornment. Tenant, for itself and its successors and assigns, agrees that it will attorn to and recognize any purchaser of the Property at a foreclosure sale under the Mortgage, or any transferee who acquires the Property by deed in lieu of foreclosure or otherwise, and the successors and assigns of such purchaser or transferee, as its landlord for the unexpired balance (and any extensions or renewals, if previously, at that time or thereafter exercised by Tenant) of the term of the Lease upon the same terms and conditions set forth in the Lease, which Lease shall remain in full force and effect as the current Lease between Tenant and Landlord, subject to the other terms of this Agreement.
Accordingly, please take notice that Landlord hereby exercises its option of attornment, Subtenant has agreed to attorn to Landlord as its landlord and such attornment is effective and self-operative without the execution of any further instruments, immediately upon Landlord’s exercise of such option.
If this Agreement conflicts with the Lease, then this Agreement shall govern as between the parties and any Successor Landlord, including upon any attornment pursuant to this Agreement.
If an attornment occurs pursuant to this Agreement, then all rights and obligations of Agent and Lenders under this Agreement shall terminate, without thereby affecting in any way the rights and obligations of Successor Landlord provided for in this Agreement.
Attornment. As of the Effective Date, Sub lessee will attorn to and recognize Owner as its landlord under the Sublease for the remainder of the term of the Sublease (including all extension periods which have been or are thereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Sublease hereby agrees to pay and perform all of the obligations of sub lessee pursuant to the Sublease.
Landlord’s Election of Subtenant’s Attornment. In the event Landlord elects, at its option, to cause Subtenant to attorn to Landlord pursuant to Section 4, item (iii) above, Landlord shall undertake the obligations of Tenant under the Sublease from the time of the exercise of the option, but Landlord shall not (i) be liable for any prepayment of more than one month’s rent or any security deposit paid by Subtenant, (ii) be liable for any previous act, omission, breach or default of Tenant under the Lease or for any act, omission, breach or default of Tenant under the Sublease other than defaults that continue after the attornment (provided that Landlord shall be responsible only for the portion of the default continuing after the attornment), (iii) be subject to any defenses or offsets previously accrued which Subtenant may have against Tenant, or (iv) be bound by any changes or modifications made to the Sublease without the written consent of Landlord.
In the event of attornment hereunder, Landlord’s liability shall be limited to matters arising during Landlord’s ownership of the Building, and in the event that Landlord (or any successor owner) shall convey or dispose of the Building to another party, such party shall thereupon be and become landlord hereunder and shall be deemed to have fully assumed and be liable for all obligations of this Consent or the Sublease to be performed by Landlord which first arise after the date of conveyance, including the return of any security deposit, and Subtenant shall attorn to such other party, and Landlord (or such successor owner) shall, from and after the date of conveyance, be free of all liabilities and obligations hereunder not then incurred. The liability of Landlord to Subtenant for any default by landlord under this Consent or the Sublease after such attornment, or arising in connection with Landlord’s operation, management, leasing, repair, renovation, alteration, or any other matter relating to the Building or the Sublease Premises, shall be limited to the interest of the Landlord in the Building (and proceeds thereof). Under no circumstances shall any present or future employee, officer, agent, partner or member of Landlord have any personal liability for the performance of Landlord’s obligations under this Consent.
In the event Landlord elects to have Subtenant attorn to Landlord as provided in Section 3(a), Guarantor hereby acknowledges and agrees that the Guaranty shall remain in full force and effect. Upon such an attornment, and without further action by Guarantor, the Guaranty shall automatically be deemed modified to provide that the Guarantor is guarantying to Landlord the performance by Subtenant of all of Subtenant’s obligations under the Sublease arising prior to and after such an attornment, and references in the Guaranty to Sublessor shall mean Landlord. Guarantor acknowledges that Landlord would not have consented to the Sublease unless Guarantor had agreed to the foregoing modification of the Guaranty in the event of an attornment.
Source
LIVE VENTURES Inc (LIVE)Attornment.
In the event that Lender acquires or succeeds to the interests of Lessor under the Lease by reason of a foreclosure of the Deed of Trust, deed in lieu of foreclosure or otherwise (collectively, a “Foreclosure”), Lessee shall be bound to Lender under all of the terms, covenants and conditions of the Lease, except as provided in this Agreement, for the balance of the term thereof remaining, with the same force and effect as if Lender were Lessor. Lessee hereby agrees in such event to (i) attorn to Lender as its Lessor on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all sums thereafter becoming due under the Lease to Lender. Said attornment, affirmation and agreement is to be effective and self-operative without the execution of any further instruments upon Lender succeeding to the interests of Lessor under the Lease.
Source
LIVE VENTURES Inc (LIVE)Lessee agrees to execute and deliver at any time and from time to time, upon the request of Lessor or Lender, any instrument or certificate deemed to be necessary or appropriate to evidence such attornment.
Source
LIVE VENTURES Inc (LIVE)From and after such attornment, Lender shall be bound to Lessee under all the terms, covenants and conditions of the Lease with the same force and effect as if originally entered between said parties; provided, however, Lender shall not be:
except as provided in Section 2(d) below, obligated to cure any defaults under the Lease of any prior Lessor which occurred prior to the date Lender obtained title to or possession of the Property, provided, however, that the foregoing shall not limit Lender’s obligation to correct any conditions that existed as of the date of attornment which violate Lender’s obligations as Lessor under the Lease;
except as provided in Section 2(d) below, subject to any offsets or defenses which Lessee might have against any prior Lessor (including Lessor), provided, however, that the foregoing shall not limit Lessee’s right to exercise against Lender any right of Lessee to any offset or defense otherwise available to Lessee because of events occurring after the date of attornment;
bound by any payment of fixed rent, percentage rent or additional rent that Lessee may have made to any prior Lessor (including Lessor) more than thirty (30) days in advance of the date such rent was first due and payable under the Lease;
bound by any modification or amendment of the Lease which increases the obligations or responsibilities of Lessor thereunder or changes the rent or the term thereof and is made without Lender’s written consent; or
bound by any consensual or negotiated surrender of the Demised Demised Premises or termination of the Lease, in whole or in part, agreed upon between any prior Lessor (including Lessor) and Lessee, unless effected unilaterally by Lessee pursuant to the express terms of the Lease.
Source
HomeSmart Holdings, Inc.Attornment. Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, or otherwise, upon such party’s request, and shall execute such agreements confirming such attornment as such party may reasonably request.
Source
AKANDA CORP. (AKAN)Governing Law; Attornment. This Term Sheet will be governed by and construed in accordance with the laws of the province of Ontario, Canada.
What is attornment?
Attornment is a tenant’s agreement to accept a new party as its landlord, usually after the property is sold or after a lender takes it over through foreclosure, and to keep performing the existing lease for that new landlord. The tenant pays rent to the new owner and the lease continues as before.
The word comes from old property law, where tenants had to “attorn” to a new lord. Today it appears mainly in commercial leases and in SNDAs.
Attornment meaning in law
In law, attornment is the acknowledgment by a person holding property or paying rent that they now hold it for, or owe it to, someone new. It shows up in three main ways:
- Leases: the tenant accepts the buyer or the foreclosing lender as landlord.
- Goods: a warehouse or other holder of goods confirms it now holds them for the buyer, which can count as delivery (“delivery by attornment”).
- Jurisdiction: in Canada and some Commonwealth countries, a party “attorns” to a court when it accepts that court’s jurisdiction, for example “the parties attorn to the courts of Ontario”.
What is attornment in a lease?
In a lease, an attornment clause makes the tenant agree in advance to accept any successor landlord. Lenders insist on it, because if they foreclose, they want the tenants to stay and keep paying rent. Tenants usually agree, but only in exchange for a promise that they can stay.
Attornment and the SNDA
Attornment is the third part of an SNDA, a three-way agreement between landlord, tenant and lender:
| Part | What it does | Who it protects |
|---|---|---|
| Subordination | The lease ranks behind the lender’s mortgage | Lender |
| Non-disturbance | The lender lets the tenant stay after foreclosure as long as it is not in default | Tenant |
| Attornment | The tenant accepts the lender or buyer as its new landlord | Lender and buyer |
Subordination of the lease and attornment protect the lender; non-disturbance is what the tenant gets in return.
What is a deed or letter of attornment?
A deed or letter of attornment is a short document in which a tenant confirms it will pay rent to a new owner or to a lender. It is used in the UK, India and other common law countries when a property is sold, and it tells the tenant where to send rent from now on. When a lender takes over, the tenant may be asked to attorn to it and pay rent to the lender directly, a right lenders usually secure through an assignment of rents.
What an attornment clause should include
- Who the tenant attorns to: any buyer, lender or successor landlord.
- When it applies: on sale, foreclosure or a deed in lieu of foreclosure.
- Self-executing effect: that it works automatically, with a promise to sign confirming documents on request.
- Limits on the new landlord: what it is not liable for, such as prior landlord defaults or prepaid rent.
- Non-disturbance: the tenant’s right to stay if it is not in default.
Attornment clause example
Sample clause: Attornment
Add this clause to a contract, send it and get it signed in fynk.
Use it in fynk for freeHow to keep SNDAs and leases together
An attornment promise only helps if the right SNDA can be found when a building changes hands. In fynk, the lease, SNDA, estoppel letters and amendments sit together in the document hub, and AI search shows which leases already include an attornment or non-disturbance clause.
Which contracts contain an attornment clause?
Commercial leases, SNDAs, mortgages and loan agreements secured by real estate, purchase agreements for leased buildings, and, in the jurisdiction sense, many Canadian contracts. This free template uses attornment in the jurisdiction sense:
Free templates with this clause
Work for hire agreement templateThe parties submit and attorn to the jurisdiction of the courts of the governing state, with the company keeping the right to seek urgent relief elsewhere.
Use the free template
Related clauses
- Subordination of lease The "Subordination of Lease" clause establishes that the tenant's lease is subordinate to the liens of any current or future mortgages on the property, giving the mortgage lender's rights priority over the tenant's rights. This means that if the property is foreclosed, the lease may be terminated unless the lender agrees otherwise.
- Subordination A subordination clause ranks one party's claim below another's, so the senior claim is paid first if the debtor defaults or becomes insolvent. It is common in loans, mortgages, refinancing and leases, and is often set out in a separate subordination agreement.
- Estoppel letters Estoppel letters are documents used in real estate and financial transactions to confirm existing agreements and factual statements, ensuring that any current claims or conditions cannot be later denied or contradicted. They provide transparency and assurance to both parties, often mitigating the risk of disputes or misunderstandings.
- mortgagee The mortgagee clause is a provision in a mortgage agreement that protects the lender's interest in the property by ensuring they are named as a beneficiary of insurance policies on the property. This clause guarantees that the lender will receive compensation for damages or losses to the property in cases covered by insurance, even if the homeowner commits fraud or other offenses.
Frequently asked questions
To accept a new party as your landlord, or as the person you hold property for. In Canada and some other countries, it also means to accept a court's jurisdiction.
Because if they take over the property, they want the tenants to stay and keep paying rent. Rent is what makes the property worth the loan.
It is neutral on its own. Combined with a non-disturbance agreement, it protects the tenant, because the new owner must respect the lease. Without non-disturbance, a tenant could be forced out after foreclosure.
Assignment transfers the landlord's or tenant's rights under the lease to someone else. Attornment is the tenant's acknowledgment of the new landlord after the landlord's interest has passed to them.
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