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Mastering Subordination, Non-disturbance, and Attornment Agreements: Avoid Costly Pitfalls in Hotel Lending (Presented by HospitalityLawyer.com)

Master SNDA agreements in hotel financings, exploring key provisions, negotiation strategies, and the unique concerns of lenders, owners, and managers.

2025-10-03 13:00:00

1.5 hours

Program Details

2025-10-03 13:00:00

2025-10-03 13:00:00

Over 1,000+ webinars

2025-10-03 13:00:00

1.5 hours

Program Details

2025-10-03 13:00:00

Program Details

2025-10-03 13:00:00

Over 1,000+ webinars

2025-10-03 13:00:00

1.5 hours

Course Overview

Mastering Hotel SNDA Negotiations

2025-10-03 13:00:00

Participants will learn to negotiate subordination, non-disturbance, and attornment agreements in hotel financings. These skills enable practitioners to protect lender, owner, and manager interests through effective tri-party documentation.

Format

CLE Credit

1.5h CLE Credits

Level

Intermediate

Length

1.5

Key topics that will be covered

01
Key Players
Hotel transactions involve three primary SNDA parties: owners, lenders, and hotel managers.
02
SNDA Structure
SNDAs define subordination, non-disturbance, and attornment rights in default or foreclosure scenarios.
03
Non-Disturbance
Operators need non-disturbance protection because the HMA is their primary asset.
04
Cash Control
Branded managers control operating accounts and pay themselves before excess flows to lockboxes.
05
Prohibited Parties
SNDAs address bad actors and competitor exclusions to protect operator interests.
06
Financial Enhancements
Key money and operating profit guarantees create additional negotiation complexity in SNDAs.

Program schedule

clock 1:00 pm - 1:20 pm EST

Hotel Lending Fundamentals and Key Transaction Parties

This session introduces the three primary parties in hotel SNDA negotiations: hotel owners, lenders, and hotel managers. Participants will learn how private equity firms, REITs, and family offices interact with banks, private credit sources, and both branded and third-party managers in sophisticated hotel transactions.

Diana OvsepianDiana Ovsepian
Allison McCarthyAllison McCarthy
clock 1:20 pm - 1:40 pm EST

Understanding SNDA Purpose, Structure, and Core Components

This session examines what makes SNDAs unique tri-party agreements that define rights and obligations during loan defaults or foreclosures. Participants will explore the three foundational components—subordination, non-disturbance, and attornment—and why each element is critical to protecting party interests.

Diana OvsepianDiana Ovsepian
Allison McCarthyAllison McCarthy
clock 1:40 pm - 2:00 pm EST

SNDA Priorities: Subordination, Attornment, and Non-Disturbance Provisions

This session provides deep analysis of subordination mechanics, attornment obligations, and why non-disturbance is paramount for hotel operators whose primary asset is the management agreement itself. Participants will also examine prohibited party provisions, springback concepts, cash control issues, and consent rights over amendments.

Diana OvsepianDiana Ovsepian
Allison McCarthyAllison McCarthy
clock 2:10 pm - 2:20 pm EST

Comparing Third-Party and Brand-Managed SNDA Structures

This session contrasts branded management arrangements with third-party management structures and their significantly different SNDA treatments. Participants will learn why branded managers receive non-disturbance protection while third-party managers typically face termination rights, and how cash management concerns differ between these arrangements.

Diana OvsepianDiana Ovsepian
Allison McCarthyAllison McCarthy
clock 2:20 pm - 2:30 pm EST

Mezzanine Lender Recognition Agreements and Limitations

This session explores why mezzanine lenders receive recognition agreements rather than full SNDAs, with fundamentally different rights and protections. Participants will understand the competitor approval process, liability cutoff limitations, and critical drafting considerations when senior loans include both mortgage and mezzanine components.

Diana OvsepianDiana Ovsepian
Allison McCarthyAllison McCarthy
clock 2:30 pm - 2:40 pm EST

Negotiating SNDAs: Lender, Owner, and Manager Perspectives

This session examines the distinct priorities each party brings to SNDA negotiations, from lender liability limitations to manager cash access requirements. Participants will explore financial enhancement structures including key money mechanics and operating profit guarantees that increasingly complicate modern hotel SNDA negotiations.

Diana OvsepianDiana Ovsepian
Allison McCarthyAllison McCarthy
Diana Ovsepian

Diana Ovsepian

Sidley Austin LLP

Allison McCarthy

Allison McCarthy

Holland & Knight LLP

Diana Ovsepian

Diana Ovsepian

Sidley Austin LLP

Diana Ovsepian is a strategic advisor to clients in all aspects of commercial real estate, finance and hospitality, counseling private equity firms, REITs, hedge funds, lenders, financial institutions, and other real estate investors in domestic and cross-border real estate, hospitality and finance transactions.

Education & Credentials

Certification in Hospitality and Tourism Law from American University, Washington College of Law

Recognition & Leadership

Attends and speaks on hospitality and real estate topics at conferences and industry events, including the New York University International Hospitality Industry Investment Conference, the Americas Lodging and Investment Summit and the Hospitality and Tourism Law program.

Professional Involvement

Member of SidleyWomen and the firm's pro bono committee. Serves on the board of directors of the Survivor Justice Center. Active member of the Armenian Women's Bar Association. Regularly assists pro bono clients in community outreach programs and adoption cases.

Experience

Cross-disciplinary practice including development, acquisition, disposition, and financing of hotels, resorts, and commercial real estate projects. Negotiates complex management agreements, joint ventures, mortgage and mezzanine financings, loan and note sale agreements, intercreditor agreements, portfolio acquisitions and dispositions, workouts and restructurings. Experience spans hospitality, multi-family, industrial, office, retail, senior and assisted living, healthcare and mixed-use properties. Early in her career, was seconded to the legal team of an international hotel brand with thousands of properties under management.
Allison McCarthy

Allison McCarthy

Holland & Knight LLP

Allison McCarthy is a commercial real estate and hospitality lawyer who has advised owners, investors and hotel companies with respect to sophisticated hospitality transactions for nearly two decades, developing insight and understanding of the legal intricacies that affect the hospitality industry.

Experience

Nearly two decades of experience advising on sophisticated hospitality transactions including 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.
Diana Ovsepian

Diana Ovsepian

Sidley Austin LLP

Diana Ovsepian is a strategic advisor to clients in all aspects of commercial real estate, finance and hospitality, counseling private equity firms, REITs, hedge funds, lenders, financial institutions, and other real estate investors in domestic and cross-border real estate, hospitality and finance transactions.

Education & Credentials

Certification in Hospitality and Tourism Law from American University, Washington College of Law

Recognition & Leadership

Attends and speaks on hospitality and real estate topics at conferences and industry events, including the New York University International Hospitality Industry Investment Conference, the Americas Lodging and Investment Summit and the Hospitality and Tourism Law program.

Professional Involvement

Member of SidleyWomen and the firm's pro bono committee. Serves on the board of directors of the Survivor Justice Center. Active member of the Armenian Women's Bar Association. Regularly assists pro bono clients in community outreach programs and adoption cases.

Experience

Cross-disciplinary practice including development, acquisition, disposition, and financing of hotels, resorts, and commercial real estate projects. Negotiates complex management agreements, joint ventures, mortgage and mezzanine financings, loan and note sale agreements, intercreditor agreements, portfolio acquisitions and dispositions, workouts and restructurings. Experience spans hospitality, multi-family, industrial, office, retail, senior and assisted living, healthcare and mixed-use properties. Early in her career, was seconded to the legal team of an international hotel brand with thousands of properties under management.
Allison McCarthy

Allison McCarthy

Holland & Knight LLP

Allison McCarthy is a commercial real estate and hospitality lawyer who has advised owners, investors and hotel companies with respect to sophisticated hospitality transactions for nearly two decades, developing insight and understanding of the legal intricacies that affect the hospitality industry.

Experience

Nearly two decades of experience advising on sophisticated hospitality transactions including 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.

Credits by state

AK1.5
AL1.5
AR1.5
AZ1.5
CA1.5
CO1.5
CT1.5
DC1.5
DE1.5
FL2.0
GA1.5
HI1.5
IA1.5
ID1.5
IL1.5
IN1.5
KS1.5
KY1.5
LA1.5
MA1.5
MD1.5
ME1.5
MI1.5
MN1.5
MO1.8
MS1.5
MT1.5
NC1.5
ND1.5
NE1.5
NH90.0
NJ1.8
NM1.5
NV1.5
NY1.5
OH1.5
OK2.0
OR1.5
PA1.5
RI2.0
SC1.5
SD1.5
TN1.5
TX1.5
UT1.5
VA1.5
VT1.5
WA1.5
WI1.5
WV1.8
WY1.5

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Trusted by Legal Professionals

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MCLE Credits

Alabama
Pending
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Approved
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Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
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Georgia
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Hawaii
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Idaho
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Illinois
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Indiana
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Iowa
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Kansas
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Kentucky
Pending
Louisiana
Pending
Maine
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Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Approved
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Approved
New Hampshire
Approved
New Jersey
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New Mexico
Approved
New York
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North Carolina
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North Dakota
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Ohio
Approved
Oklahoma
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Oregon
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Pennsylvania
Approved
Rhode Island
Pending
South Carolina
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No Required
Tennessee
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Texas
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Utah
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Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
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Wyoming
Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs