百度经验：美国购买新屋的步骤

（来源：百度经验）

1.先登记排队

在建筑商那里做买房的登记，需要准备一些材料，包括存款证明和身份证明。

其中最重要的是存款证明。对于建筑商来说，最理想的情况是你在美国的银行有存款账户，银行能够为你提供美国的标准的月报表明细。这样的存款证明是建筑商最喜欢的。因为这样他们能够清楚地了解这个账目的详细情况，是否存在问题。如果你没有美国的银行账户，只能退而求其次，获取中国或者其他国家的银行出具的存款证明，最好是英文版本或中英文版本。如果只有中文版本，还需要对将其翻译成中英文版本。

身份证明最好是护照，具体来讲就是护照中有英文的名字的那一页的复印件。如果没有护照，可用其他的身份证件。例如身份证复印件。准备好这两项材料，才能够去建筑商那里作买房登记。

如果你想要在美国贷款买新房，目前存在不少困难。首先，美国房地产市场目前越来越热络的形势下，建筑商对于贷款买房者的审核也会越来越严格。另外，外国人在美国的银行申请贷款需要申请者本人到美国来, 在美国的银行开立账户，并先存入买房头款，最好在来美之前先联系美国这边做外国人贷款的几家银行，预先最好准备的工作，最好能取得银行的贷款预准信。但是目前有点困难，因为美国这边愿意做外国人贷款的几家银行并不提供预准信，这给贷款买新房者又增加了困难。但是按照时机的不同，有些建筑商可能会对贷款买房者做一些通融，如果贷款买房者提供足够的头款证明，并且可以证明有美国的银行愿意给你贷款，即使没有银行的预准信，有些建筑商也可以接受；但是大多数建筑商是不接受这种情况的。

2.选择房屋及配备

做好买房预先登记之后，建筑商就会把你纳入到选房的排队名单之中。

一般来讲，建筑商会一辺建新房一辺通知排队名单中的买主, 分期放出房源，一般每期有4到7套房子。如果你已经登记名单中，建筑商就会依次序通知实地看房, 先到先选。如果你看中当期推出的某一套房子，就可以进行买房签约，并且交纳订金。对于买房者来说要先问清楚有没有保护期限，在这个保护期限内, 如果你改变注意，仍然可以退回订金。签约和缴纳订金之后，正式进入购房过户的程序。

如果你对当期推出的房子的地理位置或者其他方面有不满意，也可以要求建筑商把你的名字在名单中往后推移。等建筑商推出下一期房源的时候，再通知你去看房。

从上面的说明可以看出，购买新房最重要的步骤是先做好预先登记。当你对某一个区域、某一个建筑商的房子感兴趣，就应该尽早当该建筑商那里做好买房登记。你应当准备好存款证明和身份证明，提前去登记，以便排在选房次序名单的前面。选房次序名单是按照先来后到的顺序来排列的。如果你临时过来找建筑商购买新房，能买到的房子的机会就比较少。特别是在美国房地产市场十分热络的时候，登记之后排队可能就需要排很长时间。更何况没有登记，临时过来就期待买到建好的房屋，这种机会当然是更少的。但是有的时候运气好也会遇到这种机会。例如建筑商推出新房源之后，可能已经有买家签约准备购买某套房子，但是由于该买家因为贷款手续出现问题，或者因为其他原因不能完成交易，那这套房子就意外空出来了，建筑商就会通知名单上的其他有兴趣的人来买。

还有一点需要注意的是：当你做好买房登记之后，建筑商通知你去看房，可能有好几套房子供你选择。一般美国的新房都有一个基本的配备，比较简单，而你所看到的样品屋一般都是经过升级并增加了许多配置。如果你需要一些升级增加配置，也可以在签约的时候，可以提出你需要增加的东西。建筑商会计算出升级后的最终价格。每一项配置都有固定的价格，根据你要增加的配置，就可以计算出需要增加的价格。如我们上面提到的，在新房交易过程中，买家没有办法完成交易手续空出来的房子，这些房子可能已经做了一些升级，价格也会相应提高。如果你买这种房子，就不能再改变升级配置了。

Clearing Up Myths About Hawaii Eminent Domain Law

In reviewing some of the comments posted on the Honolulu Advertiser's November 1 report  "Rail study doesn't list all affected properties," it seems several of the commenters have fairly severe misconceptions about how eminent domain law works in Hawaii. Let's clear some up some myths.

SNDAS: AN IMPORTANT ASPECT IN COMMERCIAL LEASES

Matthew J. Swett  - Pepper Hamilton LLP (Pepper Hamilton LLP is a multi-practice law firm with more than 500 lawyers nationally.)

An  subordination, non-disturbance and attornment agreement (SNDA) is a three-party agreement between landlord, tenant and landlord’s lender. In summary, a SNDA provides for: (1) the subordination of the tenant’s leasehold rights to the lien of lender’s mortgage (so that the lender can effectively foreclose its mortgage lien in the event of the landlord’s default under its loan); (2) the agreement of the lender not to disturb the tenant’s rights under the lease in the event the lender does in fact foreclose its mortgage lien following the default of the landlord under its loan (thus ensuring the tenant’s leasehold rights will continue following the foreclosure) and (3) the tenant’s agreement to recognize the lender or the successful purchaser at the foreclosure sale as its landlord.

Generally, without an SNDA the tenant has no protection in the event its landlord’s lender forecloses its mortgage lien. The lender’s mortgage lien on a property that exists at the time the landlord enters into a lease with the tenant generally has priority over the tenant’s leasehold interest. And in many instances, the landlord’s standard form of lease may automatically provide that the tenant’s leasehold interest is subordinate to existing (and sometimes even future) mortgage liens. In either case, if the landlord defaults under its mortgage loan and the mortgage lender forecloses its lien, the lender, or the successful purchaser at the foreclosure sale, (we will call the successful purchaser, whether it be lender or someone else, "successor landlord") will be able to terminate the tenant’s lease if there is not an SNDA executed between the parties.

Some people may argue that it is unlikely that a successor landlord would want to terminate existing leases, but there are instances in which it is a real risk. For example, a lease signed during the recent downturn in the real estate market might be at a rental rate that is significantly lower than the market rate will be in just a few years (we can only hope the economy has improved to such a degree). In that instance, a successor landlord who has the right to terminate a lease upon foreclosure may elect to terminate the lease in order to replace it with one that has a higher rental rate, or use that right of termination to leverage a higher rental rate from the existing tenant who signed its lease during the economic downturn at a bargain rental rate. In either case, the tenant will have virtually no leverage and will likely have to agree to the successor landlord’s demands. It is imperative that the tenant seek to obtain an SNDA from the landlord’s existing mortgage lenders in order to protect its leasehold interest in the event an existing lender forecloses its mortgage.

Of course not all tenants will be able to get SNDAs from existing mortgage lenders in all instances. Many factors will come into play, including the relative bargaining strengths of the parties, the particular lender involved, the creditworthiness of the tenant and the landlord, the relationship between the landlord and the lender and the size and importance of the proposed lease transaction. If a lease does not automatically subordinate the leasehold rights to future mortgage liens, the tenant’s leasehold interest will generally be superior to the lien of a future mortgage. In that event, a lender who seeks to make a mortgage lien in the future will likely require a landlord to obtain an SNDA from all existing tenants, which means that existing tenants will have marginally more leverage with respect to future lenders. In some instances, the landlord may not be able to obtain or be unwilling to obtain a SNDA from its current lender, but will agree that the lien of all future mortgage lenders will not be superior to that of the tenant’s leasehold interests in the absence of an SNDA.

A lender’s standard form SNDA contains far more than the three simple provisions outlined above. For instance, a lender’s form SNDA will also provide that the lender is not obligated to complete any construction obligation of the landlord and is likewise not obligated to fund any improvement allowances not paid by the landlord. A lender’s form SNDA will also provide that the lender is not liable for the defaults of the landlord under the lease and that any rights that the tenant may have against the landlord on account of any landlord default cannot be asserted against the lender. In addition, a lender’s form SNDA will provide that no amendment to the lease can be made without the lender’s prior consent and that any amendment made without the lender’s consent will not be enforceable against the lender. Obviously, these provisions could have drastic implications for a tenant if its landlord were to default under its loan and the lender forecloses on the property.

Consider, for example, the following situation. A tenant signs a lease for a new office space in a multi-story building. The landlord agrees to perform certain building improvements, such as upgrades to the building lobby, and agrees to provide the tenant with a tenant improvement allowance so the tenant can improve its space for its intended use. The lease provides that the tenant will have a 90-day period to construct its improvements, following which the tenant has to commence payment of rent. If landlord defaults on its loan and the lender forecloses on the building before the landlord has paid the allowance to the tenant or completed its work on the lobby, then under a standard SNDA, the lender would not be obligated to pay to the tenant the allowance that the landlord owed to the tenant, nor would the lender be obligated to perform the lobby improvements, or even complete them if they were started but not completed. In addition, under the SNDA the tenant is obligated to recognize the lender as its landlord and continue to perform its lease obligations under the lease, such as the payment of rent. This leaves the tenant in an unenviable position of having to perform its obligations while the successor landlord does not have to perform the obligations that the tenant bargained for when it signed the lease.

Thus, while a lender’s standard form SNDA does provide the basic non-disturbance protection a tenant needs, it provides little additional protection. This is where the tenant’s counsel can provide the tenant with some additional protections to address issues such as ongoing landlord defaults, the obligation to complete construction and to provide tenant improvement allowances. Tenants rarely will be fully satisfied with the terms of an SNDA, but a properly negotiated SNDA will provide a tenant additional protections in the event of a foreclosure.

Lastly, the parties, and in particular the tenant, need to remember that almost every SNDA requires that the parties obtain lender’s approval for any amendment to the lease. It is sometimes possible to negotiate the right for landlord and tenant to enter into a non-material lease amendment without the lender’s prior approval, but where the lender’s consent is required it is imperative that the tenant make sure that the consent is obtained. While the landlord should also want to obtain a needed consent, so as to avoid any allegation that it has defaulted under its loan documents by entering into an amendment without prior approval, the real risk is to the tenant if the consent is not obtained. Pursuant to the typical terms of an SNDA, an amendment to a lease made without the lender’s approval will not be binding on the lender. Of course, the only time that the tenant really cares if the lender is bound to a particular lease term (or amendment to a lease term) is if the lender has foreclosed on the property, when it is particularly important that a successor lender be bound.

For example, during this economic downturn many landlords have sought to "blend and extend" their leases. The concept is that the tenant is given some rent relief (free rent, a lower rent or other concession) in exchange for which the tenant agrees to extend the term of the lease. This gives the landlord some stability for a longer term – an important commodity during tough economic terms. However, if after the amendment there is a foreclosure and the parties had not obtained a required lender consent under an SNDA, then the tenant may not be able to enjoy the benefits of its new bargain and could find itself having to pay the old higher rent for a shorter term. Likewise, the tenant and landlord could have entered into a lease amendment to address the landlord’s inability to fund tenant improvements that it was required to fund under the lease to the tenant. For example, the tenant may be granted a year of free rent in consideration for bearing the cost of the tenant improvements on the landlord’s behalf. If there is a foreclosure (which may be likely in cases in which the landlord was having difficulties in funding the tenant improvement costs in the first place), the tenant will want to be sure that the lender approves the amendment granting it the period of free rent.

While this is not intended to be an all-inclusive discussion of all the issues related to SNDAs and the potential resolutions of those issues, it should be clear that the issues surrounding SNDAs are complex. Unlike the lease between a landlord and tenant, an SNDA involves three parties and the three parties do not have the same interests. In fact, a lender negotiates an SNDA assuming it will succeed to the landlord’s interest. Accordingly, it has and will have different interests and a different risk profile than the original landlord. The tenant’s interest throughout the process is consistent; it only wants to enjoy the benefits of its bargain. The landlord generally does not care what the SNDA says, because the SNDA only comes into play when the landlord is no longer in control of the property.

Five years ago when the real estate market and the economy in general was extremely strong, tenants may not have worried about getting an SNDA. In the vast majority of lease transactions the failure to obtain an SNDA or to fully negotiate an SNDA to protect the tenant’s interests, at least to some degree, did not matter, as loan defaults were infrequent (and any loan defaults were easily cured or refinanced). However, over the last few years and even now, the commercial real estate market is not strong, lenders are very conservative and, in many cases, are aggressively enforcing their rights under their loan documents. It is for these reasons that it is so important that tenants consult the Pepper Hamilton Real Estate Practice Group to negotiate their leases and an SNDA to protect their interests under their lease following a foreclosure of the landlord’s mortgage loan.

Matthew J. Swett