Subordination, Non-Disturbance and Attornment Agreements in Hotel Financing

Course Details
- smart_display Format
Live Online with Live Q&A
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Real Property - Finance
- event Date
Tuesday, August 19, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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

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.
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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.

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.
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?
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