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  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Real Property - Finance
  • schedule 90 minutes

Subordination, Non-Disturbance and Attornment Agreements in Hotel Financing

$347.00

This course is $0 with these passes:

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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.

Presented By

Jay T. Blount

Mr. Blount is an experienced transactional member, who specializes in representing owners, developers, and managers of (and investors in) hotels, resorts, food and beverage venues, and mixed-use projects. Over the years, he has worked on a broad range of hospitality matters across the United States and on a global basis, including for projects in Bhutan, Fiji, France, India, Indonesia, Portugal and Spain. Mr. Blount has extensive knowledge in negotiating hotel brand management agreements and joint venture agreements. He also regularly represents buyers and sellers of hotels and resorts, including through debt acquisitions and restructurings.

Allison McCarthy

In addition to a national commercial real estate practice, Ms. McCarthy has advised owners, investors and hotel companies with respect to sophisticated hospitality transactions for nearly two decades. This focus includes hotel acquisitions and dispositions, hotel development and finance, mixed-use development projects, hotel management agreements, branded residential projects, restaurant and spa agreements, hotel joint venture agreements and general hotel operation matters throughout the U.S. and the Caribbean. Through this experience, Ms. McCarthy has developed insight and an understanding of the legal intricacies that affect the hospitality industry.

Diana Ovsepian
Partner
Sidley Austin LLP

Ms. Ovsepian is a strategic advisor to clients in all aspects of commercial real estate, finance and hospitality. In her cross-disciplinary practice, Ms. Ovsepian counsels private equity firms, REITs, hedge funds, lenders, financial institutions, investment banks, institutional investors, hotel management companies, operators and other real estate investors in all facets of domestic and cross-border real estate, hospitality and finance transactions, including the development, acquisition, disposition, and financing of hotels, resorts, and other commercial real estate projects. Drawing on her industry knowledge, strong working relationships and business focused approach, the breadth of Ms. Ovsepian’s practice includes negotiating complex management agreements, joint ventures, mortgage and mezzanine financings, loan and note sale agreements, intercreditor agreements, complex single-asset and portfolio acquisitions and dispositions, workouts and restructurings. Her experience and strategic guidance spans the full range of commercial real estate asset classes including hospitality, multi-family, industrial, office, retail, senior and assisted living, health-care and mixed-use properties.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, August 19, 2025

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

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

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?