Subordination, Non-Disturbance and Attornment Agreements in Hotel Financing
A live 90-minute premium CLE video webinar with interactive Q&A
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.
Outline
- Overview: structure and purpose of an SNDA
- SNDAs in the hotel industry
- Considerations, priorities, and precautions with an SNDA
- Subordination
- Attornment
- Non-disturbance
- Other matters frequently addressed in an SNDA
- Manager subordinations vs. SNDAs (third-party vs. brand-managed)
- Mezzanine lender considerations
- Commonly negotiated aspects of an SNDA
- 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?
Faculty
Jay T. Blount
Member, Chair of Hospitality Group
Eckert Seamans
Mr. Blount is an experienced transactional member, who specializes in representing owners, developers, and managers of... | Read More
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.
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Allison McCarthy
Partner
Holland & Knight
In addition to a national commercial real estate practice, Ms. McCarthy has advised owners, investors and hotel... | Read More
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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Diana Ovsepian
Partner
Sidley Austin
Ms. Ovsepian is a strategic advisor to clients in all aspects of commercial real estate, finance and hospitality. In... | Read More
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.
CloseEarly Discount (through 07/25/25)