Attornment Clause: What It Means in a Lease and at Foreclosure

An attornment clause obligates a commercial tenant to recognize a new owner as its landlord and to keep performing under the lease, whether that owner takes title through a foreclosure sale, a deed in lieu of foreclosure, or an ordinary sale. It creates a direct relationship between the tenant and a successor who was never a party to the original lease.

The word is old. To attorn is to acknowledge a new lord, and the concept survives in commercial leasing because the problem it solves has not changed: when the party that signed your lease stops owning the building, somebody has to establish that the lease still binds you to whoever now does.

Last updated July 2026.

What is an attornment clause?

It is a provision, found either in the lease itself or in a separate agreement with the landlord's lender, under which the tenant agrees in advance that if ownership of the property transfers, it will treat the new owner as its landlord, continue paying rent to that party, and perform every other obligation the lease imposes.

Without it, a foreclosing lender that takes title has no contractual relationship with the tenant. The lease was between the tenant and the borrower. The lender bought the building, not the contract. Attornment closes that gap by having the tenant agree, before any of this happens, to be bound to whoever ends up holding the deed.

What does attornment mean in real estate?

In practice it means the rent keeps flowing after a change in ownership. A lender underwriting a mortgage against an office building is really underwriting the leases inside it. If a foreclosure could dissolve those leases at the tenant's option, the collateral would evaporate at exactly the moment the lender needed it. Attornment is the provision that stops that from happening.

It is a one-directional protection. Attornment protects the lender and any successor owner from the tenant. It does nothing whatsoever for the tenant. The provision that protects the tenant is non-disturbance, and the two are traded for one another.

What is an attornment clause in a mortgage?

Strictly it is not in the mortgage. It appears in the lease, or more commonly in a subordination, non-disturbance, and attornment agreement, a three party contract among the tenant, the landlord, and the landlord's mortgage lender. The lender drives the form because the agreement exists to protect its collateral, and it usually requires the landlord to deliver signed agreements from every significant tenant as a condition of closing the loan.

Many leases also contain standalone automatic subordination and attornment language, drafted by the landlord, that binds the tenant to future lenders it has never met. Those clauses are the ones worth finding, because they frequently bind the tenant to subordinate without obligating anyone to grant non-disturbance in return.

What is the difference between subordination and attornment?

Subordination is about lien priority. Attornment is about who the tenant answers to. They are separate promises that happen to travel together.

Subordination is the tenant agreeing that its leasehold interest ranks below the lender's mortgage. Priority normally follows recording order, so a lease signed before the mortgage would otherwise sit senior to it. Attornment is the tenant agreeing to recognize whoever ends up owning the property. A tenant can subordinate without attorning, and can attorn without subordinating, though in practice lenders ask for both.

What is a subordination, non-disturbance, and attornment agreement?

An SNDA is the three party agreement that packages all three promises. Subordination is what the tenant gives: its lease ranks below the mortgage, so a foreclosure can extinguish it. Non-disturbance is what the tenant gets back: the lender promises that if it forecloses, it will not terminate the lease or disturb possession, so long as the tenant is not in default. Attornment is what the lender gets: the tenant recognizes the successor and keeps paying.

Read as an exchange, it is coherent. The tenant makes its lease extinguishable, and in return the lender promises not to extinguish it. The full document walkthrough is on SNDA agreement explained, and the abstraction workflow, including the carve-outs that decide what the tenant actually keeps, is on SNDA abstraction.

What happens if a lease has no attornment clause?

The answer turns on lien priority under state recording and foreclosure law, and it produces four distinct outcomes. This table is the one to keep.

The third row is the trap. A tenant that signs a lease with automatic subordination and attornment language, and never obtains a non-disturbance covenant, has agreed to be bound to a foreclosing lender that is not bound to it. The lender gets the tenancy if the lease is above market and can terminate it if the lease is below market. That is not a bargain. It is an option written to the lender for free.

Who benefits from an attornment clause?

The lender first, and the successor owner after it. A lender lending against a building is lending against an income stream it cannot enforce directly, which is why so much of the loan file exists to make that stream survive a change of ownership. The same logic drives everything else the lender collects before closing: the estoppel certificates, the certified rent roll, and the leases themselves, all of which get read together when a credit team runs the borrower's property documents through automated underwriting analysis.

The tenant benefits only indirectly, and only when attornment is paired with non-disturbance. A tenant that has spent two million dollars on a build-out cares intensely about whether its lease survives a foreclosure, and the price of that certainty is the promise to keep paying whoever ends up owning the building.

Is attornment automatic?

Sometimes, and that is exactly why the lease language matters. Many attornment clauses are self-operative, meaning the tenant is bound to the successor the moment title transfers, without signing anything further. Others require the tenant to execute a confirming instrument on request, and a well-drafted clause makes that confirmation a tenant obligation rather than a courtesy.

Lenders prefer self-operative language for the obvious reason: an obligation that requires a signature at the worst possible moment is not much of an obligation. Tenants prefer to condition attornment on receiving non-disturbance, which is the negotiation.

What should a lease abstract capture about attornment?

Not whether an SNDA exists. That question has almost no information in it. Capture whether the lease contains automatic subordination language, whether non-disturbance was actually granted and on what conditions, which transfer events the attornment obligation covers, whether the attornment is self-operative, and what the successor is not liable for.

That last item, the successor liability carve-outs, is where the money hides. A standard SNDA relieves the new owner of liability for the prior landlord's defaults, for prepaid rent, for offset claims, and for a security deposit it never received. A tenant that certified a deposit balance in its estoppel and then discovers the foreclosing lender is not responsible for returning it has learned this the expensive way.

Across a loan portfolio the output worth having is the gap list: leases with no SNDA, leases subordinated without non-disturbance in return, and attornment clauses whose transfer events do not cover a deed in lieu. Reading two hundred closing binders by hand to build that list is a week nobody has, which is what bulk lease upload and lease abstraction for lenders exist to compress. The estoppel side of the same closing package is covered on estoppel certificate abstraction, and the two documents are compared directly on estoppel certificate vs SNDA.