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Course Details

This CLE webinar will discuss unique considerations for counsel regarding subordination, non-disturbance, and attornment agreements (SNDAs) in hotel financings. The panel will examine the interplay between the hotel management agreement (HMA) and the SNDA, highlight key protections and priorities, and provide guidance for counsel when negotiating and structuring these agreements. 

Faculty

Description

SNDAs are tri-party agreements among the hotel owner, manager, and lender that spell out each party's respective rights and obligations in the event of a default under the loan documents. 

When providing financing, a hotel lender will want the SNDA agreement to require a hotel manager to subordinate their rights under the HMA to the lender's mortgage or security interest in the event the hotel owner defaults on the loan. The lender will also want the SNDA to ensure that the hotel manager will not exercise its remedies under an HMA for an owner's default without providing the lender adequate time to cure the default and to ensure that it or a subsequent owner can step into the role of the owner under the HMA. The hotel manager will want (when appropriate) the SNDA to require the foreclosing lender to ensure that the manager can continue managing the hotel (i.e., that the manager's rights to management are "not disturbed").

Listen as our expert panel reviews the structure and purpose of SNDAs in hotel financing and provides tips for negotiating these agreements to protect the parties' interests.

Outline

I. Overview: structure and purpose of an SNDA

II. SNDAs in the hotel industry

III. Considerations, priorities, and precautions with an SNDA

A. Subordination

B. Attornment

C. Non-disturbance

D. Other matters frequently addressed in an SNDA

IV. Manager subordinations vs. SNDAs (third-party vs. brand-managed)

V. Mezzanine lender considerations

VI. Commonly negotiated aspects of an SNDA

VII. Practitioner pointers and key takeaways

Benefits

The panel will review these and other key considerations:

  • What is the purpose of an SNDA?
  • What are the unique considerations with SNDAs when applied to hotel financing?
  • What are key strategies and priorities when negotiating an SNDA?
  • What are the commonly negotiated aspects of an SNDA and where do the parties often land?