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

Diana Ovsepian | Sidley Austin LLP

Diana Ovsepian is a strategic advisor to clients in all aspects of commercial real estate, finance and hospitality.

In her cross-disciplinary practice, Diana 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 Diana’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. Diana’s 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, healthcare and mixed-use properties.

Diana holds a Certification in Hospitality and Tourism Law from American University, Washington College of Law. Early in her career, Diana was seconded to the legal team of an international hotel brand with thousands of properties under management. She attends and speaks on hospitality and real estate topics at conferences and other 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.

Diana is a member of SidleyWomen and the firm’s pro bono committee. Diana is also a leader in the Los Angeles legal community where she serves on the board of directors of the Survivor Justice Center and is an active member of the Armenian Women’s Bar Association. Diana is engaged in community causes and regularly assists pro bono clients in community outreach programs and adoption cases.

Allison McCarthy | Holland & Knight LLP

Allison McCarthy is a commercial real estate and hospitality lawyer based in Holland & Knight’s Fort Lauderdale office. 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.

I. Hotel lending and parties | 1:00pm – 1:20pm

II. Purpose and structure of an SNDA | 1:20pm – 1:40pm

III. Considerations, priorities, and precautions with an SNDA | 1:40pm – 2:00pm

• Subordination
• Attornment
• Non-disturbance
• Other matters frequently addressed in an SNDA

Break | 2:00pm – 2:10pm

IV. Manager subordinations vs. SNDAs (third-party vs. brand-managed) | 2:10pm – 2:20pm

V. Mezzanine lender considerations | 2:20pm – 2:30pm

VI. Commonly negotiated aspects of an SNDA | 2:30pm – 2:40pm