Powell Goldstein has put together a comprehensive interdisciplinary practice group dedicated to meeting the legal needs of the CMBS Industry. Our attorneys have extensive experience in representing CMBS clients and have been leaders in every industry initiative undertaken on behalf of CMBS Servicers.

Our attorneys have experience representing originators, master, special and primary servicers and B-piece buyers on issues relating to REMIC tax rules, securities rules and regulations, complicated servicing documents involving multiple parties, and regulations applicable to banking and insurance clients.

Together, we have:

• Documented over 1,000 CMBS assumptions and modifications;
• Processed over 500 defeasances;
• Worked out over 4,000 troubled CMBS loans;
• Handled over 1,000 CMBS borrower bankruptcies;
• Handled over 1,000 CMBS loan foreclosures;
• Represented CMBS servicers in over $75 Billion in new CMBS issuances; and
• Represented Purchasers or Sellers in the acquisition and/or disposition of over $200 billion of master and/or primary servicing rights.

Powell Goldstein's CMBS & Secured Financing team specializes in the following areas:

Servicing Acquisitions

Powell Goldstein's attorneys have been involved as buyers or seller's counsel in the sale of over $200 billion worth of CMBS servicing rights. The team is experienced with performing due diligence, compiling due diligence summaries that highlight issues impacting risk and price, negotiating purchase and sale agreements, and obtaining required consents and rating agency approvals.

Loan Assumptions & Modifications

Our attorneys have experience handling modifications and assumptions. In the last 10 years alone, the team has handled over 1,000 assumptions and modifications for servicers in the CMBS industry. As a result of this experience, our attorneys can efficiently handle all aspects of a modification request, including:

• A detailed analysis of the terms of the underlying loan documents;
• Review of applicable Pooling and Servicing Agreement provisions; and
• Consideration of REMIC rules affecting modification of existing loans.

Loan Origination

Powell Goldstein's attorneys have originated hundreds of CMBS loans. Our experience includes the development of new conduit origination loans and documentation of complex, structured transactions and participations. Our attorneys understand the issues facing originators in the CMBS arena from REMIC constraints to rating agency issues, and work with clients to balance competing concerns.

Specialized Assets - Healthcare and Hospitality

Powell Goldstein has extensive experience handling assets involving long-term care and assisted living facilities as well as full and limited service hotels including, but not limited to:

• Medicaid bed certifications;
• change of ownership processes;
• alternative insurance protection (via formation of captives and risk retention groups);
• structuring of ownership entities;
• creditor bankruptcy representation;
• acquisition and construction loans;
• leases and management agreements;
• sale and lease back arrangements; and
• foreclosure, management, & sale .

Defeasance

Powell Goldstein has assembled an interdisciplinary team of lawyers in its Atlanta, Washington D.C. and Dallas offices to assist primary, master and special servicers with the defeasance of CMBS loans. These lawyers bring their tax, bankruptcy, corporate and commercial law experience to every defeasance transaction.

Our attorneys work closely with the broker dealers who purchase the defeasance securities, the consultants who represent the borrowers, the rating agencies that approve the defeasances and the accountants who certify them. Due to the firm's vast defeasance experience, we are able to recommend to our servicer clients the accountants, consultants and broker dealers who are best suited to handle their particular transaction. In addition, we are able to avoid many practical and legal problems by coordinating the closing of the defeasance transaction with the closing of the underlying sale or refinance transaction.

Powell Goldstein's approach in representing servicers in defeasance transactions will benefit the servicer in terms of efficiency and cost while simultaneously enhancing the relationship between the borrower and servicer.

Bankruptcy

Powell Goldstein's Bankruptcy & Financial Restructuring Group is comprised of attorneys from our Atlanta, Washington D.C., and Dallas offices who handle bankruptcies, workouts and restructurings of every variety. These attorneys have represented CMBS Services and other real estate lenders involving loans secured by multi-family, office, warehouse, retail, limited & full-service hotels, restaurant and manufacturing facilities. Our clients range from single-asset borrowers, as defined in the Bankruptcy Code, to Fortune 500 borrowers with multi-state and international operations. Our Bankruptcy & Financial Restructuring attorneys have vast experience in protecting the interests of CMBS Trusts related to:

• use of cash collateral by borrowers;
• property valuation;
• defense of "cramdown" plans of reorganizations;
• elections under Section 1111 of the Bankruptcy Code;
• enforcement of prepayment premiums;
• addressing unique REMIC and Pooling and Servicing Agreement issues related to proposed plan treatments; and
• standing of CMBS Servicers to enforce and protect the interest of CMBS Trusts.