Nov. 12, 2025

CMBS Explained: Trusts, Servicers & Real Strategy in 2026

CMBS Explained: Trusts, Servicers & Real Strategy in 2026

Billions in CMBS loans are coming due in 2026 — and most borrowers still don’t understand how the system really works.


In this episode, Aviva Sonenreich sits down with Michael Cohen, Managing Principal at Brighton Capital Advisors, to break down how CMBS trusts, servicers, and bondholders interact — and what borrowers must do to protect their equity.


Highlights:

  • How CMBS trusts actually function (and who really owns your loan)
  • Why calling your servicer is like dialing 1-800-MORTGAGE
  • The biggest mistake borrowers make when entering special servicing
  • How to approach CMBS workouts and loan modifications strategically
  • Why CMBS remains one of the few active lending channels heading into 2026


Perfect For:

Borrowers with CMBS loans coming due, investors looking for distress before it hits auction, and anyone trying to understand what’s really driving the 2026 debt market.

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This week's listener of the week
is Tony Tadoni.

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Tony, thank you so much for
leaving us a five star review.

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And for those of you listening,
if you leave us a five star

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review below, it might be next
week's Listener of the Week,

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Week, week.
This week on commercial real

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estate Secrets, we have Mr.
Michael Cohen.

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Michael Cohen is the managing
principal at Brighton Capital

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Advisors.
Michael, thank you for being on

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the show today.
Thanks.

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For having me.
For the listeners, Mr. Cohen,

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who are you, what do you do, and
how did we end up here today on

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commercial real estate secrets?
I am a C MB S advisor for

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borrowers who are going through
issues with their current CMBS

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slump.
And I started this company five

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years ago after 27 years of
being in top tier CMBS platforms

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of making these loans.
And during COVID realized that

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there was going to be a lot of
issues that occurred and people

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weren't going to understand the
complexities behind going to

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their servicer because it's
effectively like calling 1800

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mortgage and you don't have any
personal contact.

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So being able to help the
borrowers is something that I

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like.
Being able to understand the

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issues where nobody else does
means that we really don't have

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any other competition in this,
in this world.

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We with and I'll talk about my
company, how it's comprised, but

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it's honestly it's people from
within the system.

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So we can understand it and
really working with the bar and

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their client to help them
understand how to get through it

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is is really what we do or what
we're really the best at?

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So for the listeners, maybe
they've never heard of a C, MB,

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S loan.
What does that stand for and

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what is it?
Yeah.

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So when you get a loan on a
property like any property, your

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home or a car, you go to the
lender and they give you a loan

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and then they take your whatever
your asset is, is collateral.

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In the 1990's, the banks were
having a very difficult time of

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obviously there are a lot of
savings and loans were going

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under and there's a lot of
issues with insurance companies

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and banks.
They could not, they were

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getting rental loans because
they were having liquidity

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problems and so you couldn't get
a new loan.

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Well, that's not a good scenario
for the market just like it is

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in today and the last couple
years post COVID.

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So an industry was really born
called commercial

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mortgage-backed securities.
What is that?

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Well, when you make loans, their
financial derivative, meaning

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they're just a bond of if
everybody pays their principal

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and interest every month and
it's like buying a bond of from

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Apple or or from anywhere else,
you're just getting payments.

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So in residential backed
securities with a which they

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sell all the time, it's kind of
the same thing, which is they

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make you, you get a loan and
then they put it into a bond and

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then they sell the strips of the
bond to people.

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So you basically sign the future
cash flows for present value

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today.
Well, you can do that it with

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anything.
You could do that with auto

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loans.
You can do that with cell phone

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towers.
You can do it with, I remember

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in the 90s they started doing
James Brown's royalties.

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They just did it for Queen.
They did it for Bruce

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Springsteen, They do it for.
So it's just a few predictable

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future cash flow of which you
can then pay somebody back the

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same way as if you Apple or or
Tesla needed bonds and you and

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they and they needed debt, they
issue bonds and they pay you

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back.
So commercial mortgage-backed

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securities started in, in the
early 90s and I was there in the

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very beginning, I kind of fell
into it because there was doing

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all of this work for, for, to,
to try to work out these bank

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loans individually.
And the advantage to the

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investors who buy these pieces
of the, of the bond for, from

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commercial mortgage-backed
securities is that they're

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tradeable.
So I can I, if I, if I don't

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like my, and, and, and they're
also diversified.

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So a perfect pool is 100 loans
at, at, at, at $20 million each

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and, and 52 different markets
there 50 different markets and,

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and all the asset classes.
That way if something bad

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happens, it's not going to
happen to everybody.

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It's just a portion.
So it became a really positive

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things for insurance companies
and pension plans because these

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these pools are really sized
about a billion dollars.

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And the reason why they like it
is because they can have an

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actual kind of real estate is
illiquid, obviously.

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And so it makes it more liquid.
You could trade these things,

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you can get rid of them, you can
you can keep them.

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And the bad news is, is that and
the good news for the borrower.

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Let's stay in the good news.
The good news for the borrower

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is because we're selling them in
pieces and diversified and

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they're not staying at a balance
sheet is that you get the

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advantage of maybe getting more,
more loan to value or getting a

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better, more interest, only
getting a better coupon.

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It's they're non recourse loans,
meaning you're, they're not

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personally guaranteed except for
the things that you know, you

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shouldn't be doing in life, you
know, dumping nuclear waste on

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the property or, or taking the
taxes or using the insurance

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proceeds.
And so a lot of people like

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these things because they are
good and, and they gave you a

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lot of money and they gave it,
they gave a really good return.

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So what's the bad part?
The bad part is the good part.

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And, and if you pay it off in
time, you just had a great love.

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So it really started out as
multi families and industrial

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properties where there's not
much movement.

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You know, you're going to get
paid off in the next 10 years.

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Well, the, the problem is once
you, once these banks, you, we

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went to one of your, your top
tier banks that, that does this

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for a living and they made you a
loan and you know, all the

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people there.
Well, once they sold your loan

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into the bond, that's it.
They're done.

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They just sold their loan, they
take their profit and now it's

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in there.
So the question is, what do you

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do if you have a problem with
your loan?

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Who do you call?
Because not, you're not a, you

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don't know the, the people that
you're calling and you don't

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really, most more than likely
understand.

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You could see the tip of the
iceberg, but you don't

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understand what's going on.
And the investor or that

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servicer is, really has no
alignment with you that you're

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not a customer of theirs.
You're you're just a clients

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you're, you're calling up and
they're saying, sorry, this is

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what the paper says and this is
what the fees are.

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And I don't really care or I
don't have to get back to you

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that fast or worse yet, as you
go down.

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And I'll explain kind of in this
call.

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Well, deep this goes, you
haven't you, you have an

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investor in the back end who's
saying, hey, you know what, I

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kind of like your property.
So why don't, why don't I just

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you're not participating.
I'll just, I'll just take your

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property and I'll hold on to it
and I'll make money.

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So little bit of like a pawn
shop.

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So Gary, good news on the front,
bad news on the back.

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If, if something goes wrong and
you're not prepared, and that's

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really where I come in.
I, I've been doing CMBS since

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1991.
I started out at, at DLJ.

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We formed a number of, of what
they're called conduits where,

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which is the origination
platforms.

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I moved down to Charlotte, NC in
1996 to start first unions

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program, which is now Wells
Fargo.

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I stayed in Charlotte, but
worked for, for, for Deutsche

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Bank, than UBS, the city and I
ran the southeast the last 20

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years of my 28 year career, I
ran the Southeast and

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Mid-Atlantic.
So you know, a lot of people got

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a lot of people out of problems
during the cycles.

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Understand the loan documents,
understand what you, what you,

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what the advantages and
disadvantages are of this.

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So that's, so I started this
business in 2020.

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I mean, that's and, and I really
started it because I realized

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that COVID was almost like, if
you think about the airport, if

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it closes down for a day, it's
an issue.

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If you, if it closes down for
three days, it's a problem.

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If it closes down for a year and
a half, you know, we're, we're

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going to, we're going to have
some problems.

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I did not realize it was going
to be this big and I big and I

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and I built a structure of other
advisors with other experience

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skill set sitting around the
table so that when we get it, we

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can look at it.
OK, so why is it so big?

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Why is it since 2020?
CMBS is a word we're hearing in

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the headlines daily.
Because you, you only hear them

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more in the headlines because
the bank balance sheets and

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after, after the, the Great
Recession, the, the, the

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government went in and kind of
made the bank balance sheets

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stronger, said, OK, you're going
to have more reserves.

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You're going to do things to
shore up.

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You're not going to have the
liquidity problem.

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So the banks themselves and the
insurance companies with balance

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sheets actually have a bigger
problem than CMBS because they

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actually are holding these loans
and they just keep marking them

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to market.
But they keep holding these

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loans.
They're not getting rid of them.

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CMBS is a non balance sheet
lender.

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It is the loans again were sold
to investors.

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There's they're sold in bond
strips.

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So nobody owns 100% of them.
So when you hear the B piece

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buyer, they're the last.
It's, it's a waterfall of how

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that when people make their
principal and interest payments

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every month, it pays off the AAA
bond holders, the AA, the single

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A, the triple P, the double B,
the single B and then so on it

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until it gets to the bottom.
And that bottom is the, it's

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called the B piece or equity
piece or non rated piece, 'cause

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there's, they don't they, the,
it's a little more complicated,

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but the bottom line is the
special servicer is the guy

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going, hey, I'm paid at the end.
I better make sure I get mine

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right.
Like, so if the property goes

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bad, I want to make the
decisions on how we modify it.

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So, so when you look at that,
and again, a bank has

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relationships, if we go under
the bank and we make a loan,

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well, it's like, hey, well, you
know, we have your checking, we

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have your, we have your savings,
we have your business loan.

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The CMBS, the CMBS investors
have nothing.

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It's, they have their loan.
And, and so you hear more

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headlines because they're more
aggressive and they can be more

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aggressive and the fees are
stronger.

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So, and the real reason why you
heard of them post 2020 or post

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COVID, because it's a bond
structure, it's called the Remic

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Trust and the Remic try, it's
the real estate investment.

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I, I can't recall the, the, the,
the definition, but it's a, it's

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very heavily tax oriented.
So they don't have the pressure

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of moving things off their
balance sheet, but they do have

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the pressure of they can't do
certain things for, for one of

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two reasons.
One, because there's a tax issue

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that I can't just uncross your
two properties and give you a

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deal.
And second, because they're in

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the business to make money and
there is something called the

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pooling and servicing agreement,
which is created after you you

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go in, you get a loan, you're
like, yeah, closing good.

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All right.
Then you go and 100 other people

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may close their loans and the
bank says, OK, thanks a lot.

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And then goes and makes the bond
and sells the bond.

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And then when they sell the bond
to the end, they sell this

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what's called the servicing
rights.

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That's who's going to be your
servicer.

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So you don't know who the
servicer and the master and the

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special service are going to be
at the very beginning, but those

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are dictated by what's called
the pooling and servicing

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agreement.
And that outlines all the fees

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that you're going to incur.
But you, you, you, this is post

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you closing loan.
So, so there's a lot of that.

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They're definitely geared
towards collecting as as as much

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of the fee that they can from
you.

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There used to be an average of
and seeing MBS 1.0, which is

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before the Great Recession.
It was, hey, I need to get into

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the CMBS special servicer
immediately because they're the

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decision makers and I'm going to
negotiate with them and we're

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going to fight the fight.
Well, I could tell you safely

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that that's the worst possible
thing you could do today.

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You really don't want to rush to
go in there.

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You lose all of your authority,
you lose any power that you did

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have and you really don't and
you can't take it.

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You can't negotiate that well.
Well you are a wealth of

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knowledge on this topic and I'm
glad we're here today.

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OK so the year is 2025 and I
want to buy.

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I'm looking for a deal.
I'm a commercial real estate

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investor.
How am I using CMBS information?

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Where A where am I finding it
and then B how am I using it to

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buy property or get an edge?
OK.

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So I'm going to start with where
CMBS is the most accessible and

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best today, that is to go get a
loan because where are the banks

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in the balance sheet?
Lenders are not available to

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make as many loans or can make
certain types of loans that

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commercial mortgage-backed
securities is open for business

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and the same reasons it was open
in 1991 when there was a

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recession is because it's a port
in the storm.

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If you love it, no, But is it
good?

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Yeah.
Will you get you, will you get

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more leverage?
Probably will.

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Are there are there things that
the banks, because they have

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things on their balance sheet
can't do that that the CNBS can

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do?
Yes.

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So that's where 99% of what I'm
going to tell you about in CNBS

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servicing or CNBS is in, in the,
for the borrowing in the, in the

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Great Recession and CMBS, one
point O there's a, there's a

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liquidity crisis and you would
go to the special servicer and

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to buy loans like, Hey, do you
have a loan?

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Hey, you know, I was like, I had
two guys in the alley, like,

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I'll say orange, you say banana.
And the next thing you know,

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you're going to feel on your
hand, right?

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So, but now because of the
fiduciaries of, of

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responsibilities of the
servicers, they're, they're

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going to take any loan that they
have.

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And if you, they're most more
than likely going to put it out

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00:14:29,000 --> 00:14:33,080
to the market via brokerage or
through an auction website.

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You, you may be a family office
or a wealthy investor or some

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relationship of that investor to
maybe get it handed to you.

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But but waiting around to get
that property is, is going to be

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fruitless.
You're going to be standing

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there.
So what I do tell people is this

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the way to acquire a property
before and CMBS before it gets

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to that auction block is to find
the current owner of the

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property who either is, wants to
get rid of it, wants to modify

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it or wants to do something to
it that that either maybe, maybe

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sell it and then work with that
current us.

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Because we're the ones that can
help open up that opportunity.

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Because then I'll tell you what
we do more specifically in a

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minute.
But we are the ones that you

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would talk to, to work with the
servicer and say, Hey, look, we

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have a new, we have a, we have a
property that's not doing well.

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They need equity.
The borrower's out of equity,

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but the but we have an investor
that's coming in and then, you

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know, I, we don't raise equity.
So you know, you guys bring in

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the equity in and that that the
investor will either come in and

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they'll be a a preferred equity
and then they and then they

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become part of the ownership or
maybe they come in and they

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modify the loan and and buy the
loan and buy and buy the asset.

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But the key is that we have to
and key figuratively is because

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we are unlocking this from being
stuck in CMBS service.

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Makes sense.
Yes and no.

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And the reason I say no is
because it feels like the

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recession we had in 2008 was the
result of selling debt and it

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all blowing up in our faces and
almost feels like that this is

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the same scenario.
Except, except, except the

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market now has so all the
investors that are sitting on

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the sidelines are sitting there
flush with cash.

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And that's the big difference.
The thing about the whole, I'll

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give you the best, the best,
the, the way to make this really

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relatable is remember the, in
the, in the residential market

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crash and you had a home and you
bought it for, you bought it for

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00:17:03,080 --> 00:17:09,200
$100 and then all of a sudden it
is worth like $50 and you went

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00:17:09,200 --> 00:17:12,440
in and you're like, Oh my God,
I, I might now it's coming due.

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I don't want to put more money
into this.

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And like I'm never getting out
of it.

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It's a similar situation, but
the difference is unlike before

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where you just had the, the
lender said, Oh, I got to sell

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this thing because I just got to
get my money because my bank is

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going under.
They don't, nobody has that

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pressure anymore because there's
enough, there's enough private

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00:17:31,720 --> 00:17:34,520
equity out there in order to
absorb all of this.

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But people don't want to sell
naturally, right?

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I mean, if you think that you
have a good property and it

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needs more time, then you call
somebody like us to help

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navigate you through those
complexities of the servicing,

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00:17:47,840 --> 00:17:50,280
because it's not.
I always give this example.

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If you were to go and we in, in
the two of us, we owned a, we

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owned a house, an apartment
building, a shopping center and,

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00:17:57,680 --> 00:18:01,000
and Aviva and I have this, this,
this, this great center.

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And boy, we just lost a tenant
and we got it with, you know,

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00:18:05,600 --> 00:18:09,800
you know, Woody Creek savings
alone, OK, and Woody and we know

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00:18:09,800 --> 00:18:11,640
all the people there.
We love the people there and

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00:18:11,640 --> 00:18:13,400
they call us and they like Mike
and Aviva.

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00:18:13,720 --> 00:18:15,680
Sure.
Well, let me talk, this is this

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00:18:15,680 --> 00:18:17,200
is Bob.
I'm going to talk to Sue and

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00:18:17,200 --> 00:18:19,360
we're going to talk to Fred and
Frank and and we're going to

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00:18:19,360 --> 00:18:23,160
then talk to Tina and they come
back and say this is what we're

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00:18:23,160 --> 00:18:25,200
going to do for you because
you're such great customers.

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00:18:25,560 --> 00:18:29,920
OK, well, what if we went to
1800 mortgage instead?

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00:18:31,200 --> 00:18:34,400
And we're like, now what?
And I'm like, well, this doesn't

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00:18:34,400 --> 00:18:36,600
get, you know, we're, we're,
this is not the guidelines

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00:18:36,880 --> 00:18:38,480
you're, you're in.
You know what?

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00:18:38,480 --> 00:18:41,440
In fact, we're, we're going to
just take your property or

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00:18:41,600 --> 00:18:46,640
we're, we're going to we, we
need you to do this and X and we

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00:18:46,640 --> 00:18:48,240
and this is the way we'll do it
or else.

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00:18:48,800 --> 00:18:54,000
So you really need in my in, in
the world of what I do

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00:18:54,000 --> 00:18:55,440
commercial mortgage-backed
securities.

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00:18:55,440 --> 00:18:58,800
You need somebody like me.
I don't know what I'd be doing

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00:18:58,880 --> 00:19:02,320
in my life.
If, if, if this is all I know,

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00:19:02,320 --> 00:19:05,040
this is all I've done.
I have a, I've a, I've a person

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00:19:05,400 --> 00:19:10,920
that he worked for 25 years as a
external lawyer and an an

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00:19:10,920 --> 00:19:14,720
internal lawyer.
Bank of America closing the real

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00:19:14,720 --> 00:19:19,040
estate loans from the legal side
working in large loan special

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00:19:19,040 --> 00:19:20,920
servicing of working out these
loans.

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00:19:21,360 --> 00:19:24,840
I have another woman that spent
20 years at at Wells Fargo

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00:19:24,840 --> 00:19:28,160
working in CMBS special
servicing where she was the one

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00:19:28,160 --> 00:19:31,040
that you'd have talked to to
figure out how to do this.

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00:19:31,040 --> 00:19:32,800
So why do I have these people
around me?

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00:19:33,760 --> 00:19:36,920
Because those and some other
specialists, when a borrower

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00:19:36,920 --> 00:19:39,680
comes to me, I want to be able
to see the problem from every

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00:19:39,680 --> 00:19:41,040
angle.
I want to be able to look at it

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00:19:41,040 --> 00:19:44,920
with a 360° view.
And then along with their

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00:19:44,920 --> 00:19:48,400
attorney, we can actually give
the borrower all the opportunity

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00:19:48,400 --> 00:19:50,920
they need to make an informed
decision.

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00:19:54,160 --> 00:19:57,160
Michael, this has been a crash
course.

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00:19:57,400 --> 00:20:01,440
We've covered what CBS actually
is, why it's suddenly in every

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00:20:01,440 --> 00:20:05,280
headline, and how borrowers get
stuck with the wrong servicer.

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00:20:05,680 --> 00:20:09,240
We're going to pause here and
pick this up in Part 2, where we

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00:20:09,240 --> 00:20:13,200
cover distress deals.
Where the opportunities are and

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00:20:13,200 --> 00:20:16,240
what investors should actually
do next.

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00:20:16,520 --> 00:20:19,320
If you're listening, make sure
to subscribe so you don't miss

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00:20:19,320 --> 00:20:24,200
Part 2 with Michael Cohen.
Trust me, it gets even better.

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We'll see you next week on
Commercial Real Estate Secrets.