About the Course
Introduction
This CLE course will examine advanced strategies for adapting outdated or inadequate ground leases to current leasehold lending standards. The panel will address lender protections, underwriting obstacles, complex deal structures, fee mortgage conflicts, and closing considerations, including title insurance and legal opinions.
Description
Ground leases serve varied purposes, from urban renewal and nonprofit property arrangements to reducing developers' land acquisition costs and facilitating sale-leasebacks. Although their long terms and complexity are a deterrent, ground leases are used very effectively in today's market. However, ground leases require careful legal counsel and revisiting for deal and financing adjustments.
Oftentimes in practice, ground leases are presented for financing having been drafted years—sometimes decades—before a financing or refinancing effort. In these instances, the ground lease is often drafted without consideration of a future mortgage of the ground lease and critical lender protections are absent. It is also very common for financing efforts to encounter unique transaction structures or ground leases that require adjustments in order for underwriting to proceed. Sometimes ground leases may work during construction but then present problems during a refinance, sale, etc. Given market changes and client adaptation needs, it is important for practitioners to have sophisticated and creative solutions in their toolbox to adapt dated or inadequate ground leases to meet today's leasehold lending standards.
Join return presenters Jason Goldstein and Patrick O'Sullivan, Jr. for an advanced discussion examining lender underwriting needs, how to identify and change ground leases that no longer meet project requirements or today's lending standards, and other unique deal structures requiring ground lease adjustments. Designed for experienced real estate finance professionals, this program will also discuss how to reconcile fee mortgages with leasehold financing without undermining leasehold financeability, as well as other unique closing considerations, including title insurance oddities and enforcement opinions.
Listen to our authoritative panel's examination of ground lease complications, lender friction points, lender protections, and creative solutions to adapt ground leases to meet the financing demands of today's transactions.
Presented By
Mr. O’Sullivan represents owners, developers, investors, governmental entities and not-for-profit institutions on a range of real estate matters with a focus on development issues, particularly those that arise in public-private transactions. He has represented clients on a range of complex transactions for properties across the U.S., including acquisitions and dispositions, large-scale developments, joint ventures, construction projects, and public and private financings. Mr. O’Sullivan also navigates clients through the multi-step process of applying for and utilizing tax incentive programs at the local and federal level. He advises clients on the tax incentives available for investors in Qualified Opportunity Zones and on how to structure those investments given the evolving regulatory framework. Mr. O'Sullivan is a former Executive Vice President and Head of the Real Estate Transactions Group at the New York City Economic Development Corporation (NYCEDC). While at NYCEDC, he worked with leading real estate developers to successfully executing complex public-private transactions throughout the City.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Friday, November 6, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Refresher: Why a ground lease and where we are seeing them used
II. What is the lender looking for: Finding lease defects and underwriting friction points
A. Older leases and financing obstacles
B. Preferred lender protections
III. Adaptation strategies to meet lender requirements
A. Estoppel
B. Recognition agreements
C. Combining estoppels and recognition agreements
D. SNDAs
E. Direct lease amendment
IV. Selecting and negotiating the right approach and protections
A. Understanding document functions
B. Combining protects
C. Can financing proceed without a recognition agreement
V. Unique deal structures and restructuring multi-tier ground lease arrangements
A. Address "sandwich" structures involving fee owners
B. Intermediary tenant issues and operating tenants
C. Recognition and non-disturbance protections against intermediary defaults and recognition of leasehold financing.
VI. Reconciling fee mortgages with leasehold financing without undermining leasehold financeability
A. How to address priority issues
B. Non-disturbance concerns and solutions
VII. Closing requirements spotlight:
A. Title Insurance and estoppels
B. Ground lease opinions: Do you request them, and if so, when? When opinions shouldn't be issued, and differing opinion practices in transactional and financing projects
The panel will review these and other high-priority issues:
- How can counsel identify defects and negotiate essential lender protections?
- When should counsel use estoppels, recognition agreements, SNDAs, or direct lease amendments to adapt a ground lease to meet lender requirements?
- How can counsel restructure multi-tier ground leases to protect against intermediary tenant defaults?
- In what way can counsel resolve fee mortgage priority issues while preserving leasehold financeability?
- What’s the deal with ground lease opinions? When are they warranted, and should you ever issue one?
Related Courses
Ground Lease Financing: Addressing Friction Points to Meet Lender Demands
Friday, November 6, 2026
1:00 PM ET/10:00 AM PT
