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Tenant Estoppel and SNDA Review ← Agents Directory

Tenant estoppel certificate and SNDA review, tied back to the rent roll and the leases

EstoppelCheck reads each returned tenant estoppel certificate and SNDA, compares every statement with the rent roll, the lease and its amendments, and the lender’s requirements, and returns an exceptions report per tenant. Rent that does not match, an option the rent roll never mentioned, a claimed landlord default or an estoppel returned with edits is flagged with both page references before closing.

For acquisition and refinance closings, construction take-outs and loan sales on office, retail, industrial and mixed-use properties. Works from the estoppel package your counsel already collects.

Review your estoppels
Three-way tie Each estoppel checked against the rent roll and the lease file
Per tenant One exceptions report for every tenant in the package
Edits caught Estoppels returned with changes compared against the form that was sent
SNDA status Subordination, non-disturbance and attornment terms checked against loan requirements

What is tenant estoppel review?

Tenant estoppel review is the check a lender or buyer runs on the certificates tenants sign before a closing: does what each tenant certified about its lease match the rent roll, the lease documents and the deal? EstoppelCheck runs that check as an AI agent on the MightyBot platform, using your estoppel form and lender requirements as the rules.

The tenant’s word, checked against the landlord’s paper

A rent roll is the landlord’s summary. An estoppel is the tenant’s statement of the same facts, signed. When the two disagree on rent, dates, deposits or options, the difference usually matters to value or to the loan. EstoppelCheck lines them up tenant by tenant, with the lease and every amendment as the tiebreaker.

It also reads what tenants add. Claimed defaults, offset rights, free rent still owed and unpaid tenant improvement allowances show up as edits, riders or handwritten exceptions. Each one becomes a flagged item with the page it came from, so counsel and the credit team decide what to accept.

Estoppel exceptions: 6-tenant neighborhood retail center Illustrative example
Returned
5 of 6 estoppels
SNDAs
4 required, 4 signed
Status
Hold: 1 stop, 2 flags, 1 missing
  • Anchor grocer: purchase right Hard stop

    Estoppel confirms a right of first refusal on sale of the center. Not on the rent roll or the abstract. The loan agreement requires no tenant purchase rights ahead of the lender.

    Estoppel p.2 ¶9 · Lease amendment 2 §4 · Loan agreement 5.8
  • Suite 104: base rent Flag

    Tenant certifies $6,850 per month. Rent roll shows $7,400. The third amendment reduced rent through next June.

    Estoppel p.1 ¶3 · Rent roll row 4 · Third amendment §2
  • Suite 110: landlord default Flag

    Tenant struck the no-default paragraph and wrote in $38,000 of unpaid tenant improvement allowance.

    Estoppel p.1 ¶7 (handwritten) · Lease exhibit C
  • Suite 106: security deposit Pass

    Tenant certifies a $12,000 deposit. Matches the rent roll and lease section 6.

    Estoppel p.1 ¶5 · Rent roll row 6 · Lease §6
  • Suite 108: estoppel Missing

    Not returned. Sent 12 business days ago; the lease requires a response within 10.

    Estoppel tracker · Lease §22
Fictional property shown for illustration. Your estoppel form, lender requirements and materiality thresholds drive the real report.

How EstoppelCheck works

  1. 01

    The estoppel package and lease file come in

    Returned estoppel certificates and SNDAs, the forms that were sent, the rent roll, and each lease with its amendments and side letters. EstoppelCheck matches every certificate to its tenant, suite and lease, and tracks which are still outstanding.

  2. 02

    Every certified fact is tied out

    Base rent and escalations, commencement and expiration, renewal and expansion options, deposit, prepaid rent and square footage are compared three ways: estoppel, rent roll and lease. Differences are flagged with all three page references.

  3. 03

    Tenant edits and claims are pulled out

    Each returned certificate is compared with the form that was sent. Struck paragraphs, riders, claimed landlord defaults, offsets, free rent and unfunded allowances or commissions become separate items, never buried in a pass.

  4. 04

    SNDAs are read against the loan documents

    Subordination, non-disturbance and attornment terms are checked against the lender’s requirements: which leases are subordinate, which tenants have non-disturbance, and whether purchase options or cure rights survive. The result is an exceptions report per tenant.

Estoppel and SNDA checks

What does a lender look for in a tenant estoppel?

These are the default checks. Each is a plain-English policy you can edit, including which differences are material enough to hold a closing.

InputWhat EstoppelCheck checksOutput
Estoppel certificate and rent rollBase rent, escalations, square footage, deposit and prepaid rent match the rent roll row for the same suiteRent roll differences with both page references
Estoppel and lease with amendmentsCommencement, expiration, renewal and expansion options, and termination rights match the lease as amendedTerm and option exceptions, with the controlling document named
Estoppel and the lease fileRights of first refusal, rights of first offer and purchase options disclosed by the tenant against the lease and the abstractTenant purchase rights, flagged against your loan or deal requirements
Returned estoppel against the form sentStruck or edited paragraphs, riders, claimed landlord defaults, offsets, free rent and unpaid allowances or commissionsTenant claims listed as separate items for counsel and credit
SNDA and loan documentsSubordination, non-disturbance and attornment terms against the lender’s requirements, including survival of options and cure rightsSNDA status and exceptions per tenant
Estoppel trackerWhich tenants have not returned a certificate or SNDA, against the deadline and the lease’s response periodOutstanding list for the closing checklist

Estoppels arrive days before closing, and every one has to be read.

The estoppel package is often the last diligence to land and the least structured. Tenants sign different forms, edit them, or return them late, and the person reviewing them has the rent roll open in one window and the leases in another.

Edits hide in signed forms

A tenant strikes a paragraph or writes a claim in the margin. On a thirty-tenant property, one handwritten exception on page two is easy to miss and expensive to learn about later.

The rent roll is not the lease

Amendments, side letters and rent relief often never reach the rent roll. The estoppel is where the tenant’s version surfaces, and it only helps if someone ties it back to the documents.

Purchase rights and SNDA gaps surface late

A right of first refusal or a lease that was never subordinated changes what the lender or buyer is getting. Found at the closing table, it becomes a delay or a renegotiation.

Why it is different

Every certificate tied out, not sampled

EstoppelCheck does not replace counsel’s review. It does the tie-out on every tenant so that review starts from the exceptions.

CapabilityManual estoppel reviewEstoppelCheck
Rent and datesSpot-checked against the rent rollTied to the rent roll and the lease on every tenant
Tenant editsFound if the reader noticesReturned form compared with the form sent
Claimed defaults and offsetsNoted in a closing memoListed per tenant with the page reference
Purchase rightsDepends on the lease abstractEstoppel disclosures checked against the lease file
SNDA statusTracked in a spreadsheetTerms checked against the loan requirements
RecordEmails and a marked-up trackerAn exceptions report per tenant with every source

Commercial real estate agents

Agents for the rest of the CRE loan life cycle

Deal screening and underwriting

Closing and loan boarding

Servicing and portfolio

Related pages

How EstoppelCheck connects to the MightyBot platform.

EstoppelCheck runs on the MightyBot platform: plain-English credit policies, document extraction with page citations, and an audit trail for every decision.

Use caseCRE LendingRent rolls, operating statements and appraisals into DSCR, debt yield and LTV under your policy.Use caseConstruction Draw ReviewsDraw packet review, inspection reconciliation, lien waivers, and policy checks.Use caseCovenant MonitoringContinuous borrower reporting, covenant calculations, and breach detection.Use caseFinancial SpreadingNormalize borrower financials for underwriting, covenant monitoring, and risk evaluation.ControlPolicy EnginePlain-English policies compiled into deterministic execution paths.EvidenceData EngineDocument intelligence, canonical extraction, and source evidence pointers.

Run EstoppelCheck on a closing you already finished.

We are opening design partner slots for CRE lenders, debt funds and acquisition teams. Send the estoppel package, rent roll and leases from a recent closing; we return the per-tenant exceptions report so you can compare it with what your team found.

Become a design partner View all agents

Buyer's guide

How to review tenant estoppel certificates and SNDAs before a CRE closing

Why do lenders collect tenant estoppels?

An estoppel certificate is the tenant's own statement of its lease: rent, dates, deposit, options and whether it claims any landlord default. For a lender, it is the independent check on the landlord's rent roll. The OCC's Commercial Real Estate Lending handbook lists what a CRE loan file typically contains, including "copies of all leases and executed tenant estoppels."

The handbook's examination questions ask whether documentation files include "rent rolls?" and "tenant estoppels?", and also "copies of any other legally binding agreements between the borrower and tenants (e.g. co-tenancy clauses, go-dark clauses)?" A signed estoppel is only useful if what it says has been compared with those documents.

The same handbook tells examiners to "Review current rent rolls and leases and assess the quality and mix of tenants." The estoppel package is where the tenant's version of those facts arrives, usually close to closing, so the review has to be fast and complete.

How does EstoppelCheck review an estoppel package?

EstoppelCheck runs on the MightyBot platform. Your estoppel form, lender requirements and materiality thresholds are written as plain-English policies. The agent matches each returned certificate to its tenant, suite and lease, and keeps a tracker of what is still outstanding.

Each certified fact is compared three ways: estoppel, rent roll, and lease with its amendments. Base rent, escalations, square footage, commencement and expiration, renewal and expansion options, deposit and prepaid rent all get a result, and every difference cites all three pages. The returned certificate is also compared with the form that was sent, so struck paragraphs and handwritten claims become separate items.

The output is an exceptions report per tenant: rent roll differences, term and option exceptions, disclosed purchase rights, claimed defaults and offsets, unpaid allowances or commissions, SNDA status and outstanding certificates. Counsel and the credit team decide what to accept.

What should a lender check in an SNDA?

A subordination, non-disturbance and attornment agreement sets the tenant's position against the mortgage. Subordination puts the lease behind the loan, non-disturbance protects the tenant's occupancy after a foreclosure if it is not in default, and attornment is the tenant's agreement to recognize the lender or a purchaser as landlord. Lenders typically set requirements for which tenants must sign and on what terms.

The OCC handbook's examination procedures direct examiners to "determine whether each file contains documentation supporting guarantees and subordination agreements, when appropriate." EstoppelCheck records which leases have a signed SNDA and compares each agreement's terms with your requirements.

The terms that most often matter are the treatment of tenant purchase options, rights of first refusal and offset rights after a foreclosure, and whether the lender gets notice and a chance to cure a landlord default. Each is flagged against the loan documents for counsel to review.

What to look for in tenant estoppel review software

Use these questions when you compare tools and processes for estoppel and SNDA review at a CRE closing or loan sale.

  • Does it tie every estoppel to the rent roll and the lease?A two-way check against the rent roll misses amendments and side letters. The lease file should be the tiebreaker.
  • Does it catch edits to the form?Tenants strike paragraphs and write in claims. The returned certificate should be compared with the form that was sent.
  • Are tenant claims listed separately?Claimed defaults, offsets, free rent and unpaid allowances should each be an item with a page reference, not a note in a pass.
  • Does it surface purchase rights?Rights of first refusal, rights of first offer and purchase options disclosed on an estoppel should be checked against the lease and your requirements.
  • Does it track SNDA status against the loan?Which tenants signed, which are subordinate, and whether the terms meet the lender's requirements, tenant by tenant.
  • Does it know what is still outstanding?An estoppel tracker tied to the closing checklist, with the lease's response period for each tenant.

Spreadsheet trackers, counsel review alone and an estoppel review agent compared

CriterionSpreadsheet trackerCounsel review aloneEstoppelCheck
Rent and datesReceived or not.Read against the lease, often on key tenants first.Tied to the rent roll and the lease on every tenant.
Tenant editsNot tracked.Found in the read.Returned form compared with the form sent.
Claims and offsetsA comments column.Summarized in a closing memo.Listed per tenant with the page reference.
SNDA statusSigned or not.Terms negotiated and reviewed.Terms checked against the loan requirements and reported per tenant.
RecordThe tracker.Email and marked-up forms.An exceptions report with every source.
Fits best whenA handful of tenants.Complex negotiated forms on a few leases.Multi-tenant properties, tight closing dates, or portfolio acquisitions and loan sales.

Sources

Sources and verification

Regulatory references were read in the original documents and last verified September 23, 2026. Production figures come from the named MightyBot deployment.

FAQ

Frequently Asked Questions

What is tenant estoppel certificate review?

Tenant estoppel review compares what each tenant certified about its lease with the rent roll, the lease and its amendments, and the requirements of the lender or buyer. It looks for differences in rent, dates, deposits and options, and for claims the tenant added, such as landlord defaults or unpaid allowances. EstoppelCheck does this tie-out for every tenant and returns an exceptions report.

What does a lender look for in a tenant estoppel?

Lenders check that rent, term, deposit and options match the rent roll and lease, that the tenant claims no landlord default, offset or unpaid allowance, and that no purchase right or option conflicts with the loan. They also check the tenant’s SNDA status. EstoppelCheck runs each of these as a written policy and flags the exceptions.

How do you reconcile an estoppel certificate with the rent roll?

Match each certificate to its suite on the rent roll, then compare base rent, escalations, square footage, deposit, prepaid rent and dates. Where they differ, read the lease and amendments to see which is right. EstoppelCheck does the matching and comparison and shows all three sources side by side.

What should an SNDA review checklist for lenders include?

Which leases are subordinate to the mortgage, which tenants have non-disturbance protection, the tenant’s agreement to attorn to a lender or purchaser, and how purchase options, offset rights and cure rights are treated after a foreclosure. The terms are compared with the lender’s requirements. EstoppelCheck checks each SNDA against those requirements and reports status per tenant.

What happens when a tenant edits the estoppel form?

EstoppelCheck compares the returned certificate with the form that was sent. Struck paragraphs, added riders and handwritten claims are listed as separate items with the page reference, so counsel and the credit team decide whether to accept, negotiate or hold the closing.

Does EstoppelCheck replace legal review of estoppels?

No. Counsel still negotiates forms and advises on what the certificates mean. EstoppelCheck does the tie-out work on every tenant, so the review starts from a list of exceptions rather than a stack of signed forms.

Is EstoppelCheck the same as a lease audit?

No. EstoppelCheck works for the lender or buyer at a closing, checking tenant certificates against the landlord’s documents. MightyBot’s LeaseMind agent works the other side of the lease, auditing CAM reconciliations against lease language for tenants.

What is a dirty estoppel?

A dirty estoppel is a tenant estoppel certificate returned with changes or exceptions: struck paragraphs, handwritten claims of landlord default, disputed rent or unpaid allowances. It is not necessarily a deal problem, but each change needs to be reviewed against the lease and the loan requirements before closing. EstoppelCheck flags every edit it finds.

Who fills out a tenant estoppel certificate?

The landlord or its counsel usually prepares the form, often on the lender’s or buyer’s required template, and the tenant completes, signs and returns it. The tenant is certifying facts about its lease, such as rent, term and defaults, that the lender or buyer will rely on.

What does a design partner pilot include?

A read-only run on the estoppel package, rent roll and leases from a recent closing. You get the per-tenant exceptions report and SNDA status, and can compare them with what your team and counsel found, before using it on a live deal.