But we're gonna be talking about something quite exciting today that helps a lot of investors and depending on your lender, certain structures can be a challenge. And obviously if you're working with the wrong legal representation, right. You're not gonna set yourself up for success.
Milena Cardinal:Same with brokers.
Scott Dillingham:Exactly. So this is why I think this is so important that we discuss this and show everybody like what the options are. So we're talking about navigating GPLP structures in real estate. So now before we get started, I want you guys to know that there are so many lenders out there that do not support certain entities. So what we've done in the past is we'll suggest the client and you know what, I'll mention what it is and then I'll have you explain it Milena, but what we'll do is we'll have the client set up sort of a bear trust agreement.
Scott Dillingham:So then from the lender standpoint, they're able to close on the personal name, but it does get pushed. And I'll let you explain that, but it allows the clients to have multiple lenders that they can tap into to access the best pricing. So why don't you explain what the bear trust is? And then we can talk about protecting the investor and just the different things. So yeah, let's start there.
Scott Dillingham:So what's a bear trust?
Milena Cardinal:So really interesting question. So there are trust relationship in all kinds of structures that are used by real estate investors. So for example, in a joint venture agreement, if only one person is on title to a property, the joint venture agreement will set out the trust relationship to say this person is on title holding the property in trust for the joint venture. So sometimes even it's not even one of the joint venture partner. For example, I have deals where even we've entered into a joint venture agreement between our corporation and a partner's corporation.
Milena Cardinal:And then one of us will hold the property hurt in our personal name in trust for the joint venture. So we use these trust relationships all the time. In fact, in in GPLPs, which is sort of like what we're going to talk about a little bit, like right after this is, oftentimes we'll talk about a nominee corporation to hold the asset. That's when the asset or the property is not held in the name of the GP. And it's held in the name of a trust corporation in trust for the GPLB, for the limited partnership.
Milena Cardinal:And so what a bearer trust is, is a contract in which there's nothing else to the contract except for the trust relationship. Most of the time we'll use a bearer trust, meaning this for trust agreement. It's very short document. In the case of someone holding a property in trust for their corporation or for another person, so usually a family member. So we'll use a bare trust agreement, for example, in the case of, you know, common law partnership or brother and sister who are in it together and they decide they don't need their relationship documented, although I don't recommend that.
Milena Cardinal:But most of the time a bare trust will be used for the purpose of severing the registered ownership and the beneficial ownership, so such that the person that holds the property on title is not owner in the back.
Scott Dillingham:Yeah. No, and that makes sense. And I think like some people, you know, hearing and tuning in, they might say, what the heck is GP and LP? So why don't we also start there and explain that? And then we can dive into really how this can help the investor out.
Scott Dillingham:So what is the GP and Lendency?
Milena Cardinal:I've done presentations on BearTrust and GPLPs and LendCity. So if anybody wants to go a little bit deeper into the basics of how these things, what the, you know, what the words mean and how these things are set up and what, what it actually represents, in the day to day of how that's set up with together with the, with sort of like, I had like a slideshow presentation for these things. So please go and view these videos and come back to this one. But yes, the gist of it is, at the core of it is that there is an, when we talk about a GPLP, we're talking about a limited partnership. So why is the word limited?
Milena Cardinal:Cause at its core, it's a partnership. It's people coming together to do a thing, right? So, and it's, it is a form recognized by law as having certain criteria and certain benefits and responsibilities. So a limited partnership, the word limited refers to the level of liability of the partners. So a limited partnership limits the liability of the partners, for the general partner.
Milena Cardinal:And if we enter into, say Scott, you and I enter into a partnership, we'll say the two of us are gonna, you know, we're going to start a business together and we're going to do it through a partnership. We're going to be both just as equally liable for the business, right? In a limited partnership, the partners are, don't have liability except for the general partner. So if you and I enter into a limited partnership and you bring cash and I do the work, I'm going to be the general partner. I'm going to shoulder all of the liability for the project.
Milena Cardinal:And you're just going to bring the money, get some benefits from that money, have nothing to do with the management and reap the rewards without any of the liability on your shoulders. But the flip side is you don't have much of a say. That's really the gist of a GPLP. The main benefit we talk often about a GPLP colloquially, but really at its core, it's a limited partnership. That's the important piece.
Scott Dillingham:Yeah. So if I'm hearing you right, the GPLP is absolutely designed to protect the investors in certain cases. Is that right?
Milena Cardinal:Absolutely. It's basically saying if you investor don't have much to say in the day to day of the project, we're going to strip all the liability off of you, completely shield you from the liability and put it all on to the managing partner, the general partner.
Scott Dillingham:Okay. Okay. So that's great. So I'm going to ask you the question, but from the opposite end, So then what do you see as the biggest risks for investors that are wanting to partner together? Right.
Scott Dillingham:So then we can visualize and we'll be able to see how these types of structures will help.
Milena Cardinal:Absolutely. The biggest risk, well, is to not have the documents drafted properly. For example, there are situations where the general partner also owns units as an LP, while those units are therefore not protected, the general partner, because it is the general partner and has a managerial role, will not be protected from liability. Also, there are certain aspects of risk for the limited partner because the limited partner doesn't get much of a say, which at its course is typically a good thing because then the limited partner is protected from liability and also doesn't have to do the work. On the flip side, the limited partner therefore has a limited involvement in the decision making.
Milena Cardinal:And so it's putting a lot of power on the general partner. So I would say one of the risks is not vetting the general partner properly and not, you know, joint or a GPLP set up with a general partner that is not knowledgeable enough and not able to take the project to its conclusion is risky. Oftentimes when I have clients who want to buy units in GPLPs or NLP, I recommend that the people behind the project. Yeah. And yeah, those are of A few of the items that I can think of off hand.
Milena Cardinal:And then there are also like the mortgage implications, which we'll talk a bit more about.
Scott Dillingham:Yeah, no, absolutely. And then, so just to like really showcase your value really, I mean, what are some additional risks, if say somebody doesn't go to somebody like you, that has experience in this. They're like, Oh, we just want a joint venture. Like, what have you seen or what are some horror stories that maybe you could share, right? To really outline why somebody who's listening, who wants to protect themselves and partner in real estate, why like your services would be so valuable?
Milena Cardinal:Well, thank you for asking me that. I'd say there, I say if a lawyer takes on the responsibility of creating a GPLP for a client, typically they have the know how to create the GPLP, but not all of them are going be real estate investor focused. One of the things that I've seen is having an overly complicated LP agreement, which an LP agreement, it's kind of like a will, you know, it's one of those documents that will be heavily legal easy, really hard to get around that. Oftentimes investors will be turned off if they're new investors in real estate. I mean, that have been passive investors, will be turned off by the complexity of the documents.
Milena Cardinal:So there are things that we can put in place to really help provide that comfort to investors, make sure that they are completely protected from a legal standpoint and not turned off by the documents. So one way that we do it is that what we recommend doing is having, especially with people who raise capital with a lot of investors, is having the LP agreement vetted by another lawyer paid by the people who set up the project. They then retain the services of the other lawyer to work only and completely independently for their investors. And and then because the agreement is pre vetted before the LP is even registered, then there's not the issue of having all of the passive investors each having different lawyers wanting all of these different changes and then sort of like getting lost in the negotiations. And then having to reregister the LP with the changes after the fact.
Milena Cardinal:So it's bridging the gap between the legal lease protection. We want to make sure that the agreement is properly drafted, of course, that everything is copacetic on that front. But on the other hand, there's a side of it that's we need to make the deal work. We need to make things to make things easier for the people involved and provide comfort to the investors in a way that's not, I know the right word is here, but that's not like debilitating for the project, if that makes sense.
Scott Dillingham:Yep. No, absolutely. And I'm curious too, because I always hear different things, right? But what would you say, maybe there's not a magic number, but is there a magic number of properties that somebody should own before you think they should set up the GPLP structure? Or would you say, look, this is your very first partnership deal.
Scott Dillingham:Like do it then. Like what are your?
Milena Cardinal:I think it's project based. It depends on a lot of things. At its core, the main reason people will do a GPLP because it is a much more expensive setup than say a JV, not as expensive as an MFT or a REIT or something like that, but it is an, a more expensive setup than, than a joint venture agreement or simple corporations with the share, with the investors owning shares, right? That's also a very simple setup. Because of the cost, the project has to support it.
Milena Cardinal:So if someone is buying a duplex for a million dollars and is raising $300,000 maybe $400,000 it's probably not worth it. But where we hit a wall a lot of the times is, when it comes to the source of the down payment and, wanting to protect our investors from the responsibility of the mortgage, because a lot of the time, from what I understand, is that the lenders will require, if the proof of down payment is from an investor, then they have to sort of like vet this investor and bring them in as a party to the mortgage. So I wouldn't say it's a matter of number of deals or number of properties. It's more a matter of the type of project. I've certainly seen, you know, new investors who've never done real estate before jump in feet first into a large development project, and you know what?
Milena Cardinal:Sometimes it works, right? Sometimes these are people who have put in blood, sweat, and tears for years to learn the craft and to get extremely well knowledgeable. They're properly coached. They really know what they're doing. So yeah, their first project may very well be a GPLP.
Milena Cardinal:In other cases, people jump in without the know how and the wherewithal, and then what ends up happening is that the project tends to not go through and raising capital, it makes it very difficult to raise capital. So I've seen both really.
Scott Dillingham:Okay. Nice. And I know you talked about financing there for a minute. So I do wanna touch on that a little bit. So you're absolutely right.
Scott Dillingham:If we're presenting to a lender or a bank, a down payment from somebody who is not on a residential application. So I'm gonna highlight and air quotes residential. They need to be added to the deal for the down payment to work. With the exclusion, we do have one bank and you know what, maybe there's more. It's just one bank because we've called them all and one has confirmed that they don't actually need the JV partner to go on.
Scott Dillingham:As long as the money that they're using for the down payment was transferred from an entity to the entity that's closing the property. So that's pretty cool. And also, and this is the residential side. So the beauty of the residential side is, best rates, no fees, that type of thing, unless you're dealing with a B lender or a private lender, of course. But then on the flip side, and a lot of people don't know this, is you can get a commercial mortgage on even a single family home.
Scott Dillingham:And going with the commercial side of things, they welcome this, they understand the partnerships, they understand all of this and it's not a problem. So we often will use the commercial style mortgage in that case. Now the downside is of course with commercial, there is gonna be fees. Rates are still pretty competitive, but then you can set up-
Milena Cardinal:One, one and a half percent more typically, something like that?
Scott Dillingham:Well, like, okay. I'm not, I won't say the lender on here just, just because, but the residential rate was 4.89 and the commercial rate was 5.29. So it wasn't that much.
Milena Cardinal:Yeah. Not, not that much of
Scott Dillingham:a difference. Yep. You've got the fee, right? You got the broker fee. Because even though this lender is a lender that we use on residential side, when you use them on the commercial side, they don't pay you.
Scott Dillingham:So they'll pay us on the residential side, but not on the commercial side. Then we have to take.
Milena Cardinal:We got to put this issue to bed because this residential versus commercial, every, it feels like every layer has a different definition. So as lawyers for me, commercial versus residential is purely use of the building. So a 27 units that are all residential is a pure residential building. But then when I have a, say a 27 unit where there's five units commercial and 22 residential, that's a commercial building because there's commercial use in the building. Technically multi use, but in my work, will treat it like a commercial building.
Milena Cardinal:But my understanding is based on look at it like that. Right? When you say commercial, the most of the time we're talking about five plus units, even if they're all residential.
Scott Dillingham:Yeah. Normally. Yeah. So like it is different in the lending world because as an investor, you're right. If I'm looking at a single family house, that's residential, Right?
Scott Dillingham:If I'm looking at an apartment building, that's commercial. And that's how a lot of people think, but what's changing and it's really unique, but what changes is the underwriting policies. So from a bank, if we're going commercial and most of the banks have it, I don't like necessarily going to the banks on the commercial side because they have higher debt coverage ratios they're looking for. But if we're approving a deal on the commercial side, they're looking at shifts. So let me take a step back.
Scott Dillingham:On residential, it's, I'm gonna say probably 90% the borrower and 10% the property. But if they're using the commercial underwriting guidelines, they're making sure the property debt covers itself. And so that's more, I'm gonna say probably 80% all about the property, And then it's only 20% for the borrower. So we have literally got people that do not have a job and I'm not joking, no job. We get them commercial financing on small properties that they couldn't do on the The
Milena Cardinal:property cares itself?
Scott Dillingham:Yeah, because it Exactly. Carries
Milena Cardinal:Got it.
Scott Dillingham:Exactly. So
Milena Cardinal:Oh, that's really cool.
Scott Dillingham:So, but most people don't understand that or know that brokers, lenders, that type of thing. So they don't suggest that as an option to their clients, but yeah, so that's exactly. So if we're doing the commercial underwriting, then we can tap into partners and all of these things And the GPLP structure is welcome everywhere. But you throw that into a residential deal and they're like, what the heck is this? Right?
Scott Dillingham:It's
Milena Cardinal:We just should have another one of these to talk about the different ways of qualifying, because I'm starting to get into the world of qualifying based on net worth, right? Because real estate investors, most of the time don't have nine to five when they've reached a certain level. And I've been self employed for now a decade and a half. And it's always been a challenge to qualify for mortgages as self employed. And I've had to keep my income really high, right on paper to continue to qualify because I'm a real estate investor.
Milena Cardinal:So the flip side of this, the taxes are through the roof. So I don't want to derail our, the topic of our time today, but I'd really love to have a deeper conversation about the different ways of qualifying and help guide people to make decisions related to their nine to five jobs, how to transition from that. Once you do transition to a full time real estate investor, how much do you have to declare as income? Do you need to declare anything as income? No,
Scott Dillingham:I agree. So yeah, we can absolutely speak about that. I think it is important and a lot of people don't know. And when we start talking to people about that, they get very excited. So just to wrap up this thought again, remember that it's based on the property.
Scott Dillingham:So if somebody does wanna buy a single family house and run it through commercial, right? If it's a $200,000 house in Thunder Bay, right? That might just work. If it's a million and a half home in Toronto, downtown, probably not going to work. Do you know what I mean?
Scott Dillingham:So it's at 1 and a half million purchase price, it's not gonna cover with single family rents. So a lot of the investors, they don't understand that, that, you know, the lenders, the down payment. Yeah. They might have a 20% down minimum, but they might come and say, we need 46 and a half percent down because that's when this property covers itself. You know what I mean?
Scott Dillingham:So that's the only thing. Yeah.
Milena Cardinal:Makes sense. So when we use GPLPs that I've typically, what I've seen is GPLPs are used for either development projects or for large multifamily. That's where I've used it the most or, commercial settings like hotels or that sort of setup. And so what are your thoughts on when it makes sense sort of like as a threshold to use a GPLP?
Scott Dillingham:Yeah. So, I mean, I think you nailed it kind of already when you said it does depend on the project because like, we'll go back to the single family house. Why would you set up that type of a process and that thorough of an investment vehicle on a single family house? I don't know if that makes sense there, but I do agree on the larger projects, absolutely. You wanna protect yourself and again, limit your liability.
Scott Dillingham:And it's especially true because look at a development property. You're giving the money to the developer in hopes that they can complete the project. But what if it stalls? What if the cost overruns, they didn't analyze properly and they have all these expenses, right? And they run out of money and they can't complete it.
Scott Dillingham:The lender comes after them. Right. You want to separate from that, especially if somebody needs to be, in my opinion, heavily, heavily involved because the success of the project depends on that GP. And you've already stated that people should investigate who their general partner is and the strength in them, right. Just to make sure the project can come to completion.
Scott Dillingham:So in those cases, absolutely. I like the structure, but if it's a smaller house, like you see people now that they can't afford a house. It's so much money. So you're seeing people there's even local mortgage companies to us that are like setting up kind of like these virtual, not virtual, but like date nights where buyers just come in and they meet each other and they don't even know each other and they buy houses together so they can combine their incomes. You know what I mean?
Milena Cardinal:Yeah.
Scott Dillingham:So it's different, but you wouldn't set up a GPLP in this case. You know what I mean? So I I do think it depends for sure on the project.
Milena Cardinal:And most of the time, the question I get from clients is, hey, I'm buying this project. I found this great deal. Should I set it up as a GP? Sorry, as an LP, GPLP structure, as a joint venture or as a corporation with the investors being shareholders? Right?
Milena Cardinal:That's the question I get most of the time. And by the way, this really typically only comes into play when people are raising equity, because if they're buying the project themselves, they don't need LPs. They don't need, you know, passive shareholders and they don't need a joint venture agreement. So, but what, what, what to piggyback on what you were saying about the risks of the project is it really de risks the project when your investors have equity. And oftentimes for the private investors too, for the passive investors, it's a they get a better deal.
Milena Cardinal:They get a big, a bigger bang for their buck in the long run, but oftentimes they don't get the same level of cash flow. So kind of, that's kind of a, a, toss-up and it really depends on each individual investor's comfort level with different structures. But yeah, so the question that I get most often is how do I structure this deal? Do I structure it as a corp, as a JV, or as a GPLP? And the majority of the time, the deciding factor is their ability to finance the project.
Milena Cardinal:And if the project is of a certain size that we might recommend a GPLP, Usually it's because of, the recognition by the, by lenders, especially CMHC lenders of GPLPs with, without having to have the individual LPs qualify. The LP itself qualifies like the partnership itself will, will guarantee the mortgage, but not the individual investors and the background. That's my understanding anyway.
Scott Dillingham:Yeah, no. I agree fully. It's just, yeah, it's a really interesting topic because every structure is different. Now, would you advise for those, you know, listening, say I invest in project A and it's going well. And then the same GP as project B.
Scott Dillingham:And I want to invest in that. Would we alter the original GPLP to include that like a blanket one? Or would you recommend setting up another entity for a second project?
Milena Cardinal:Interesting. I think that would be a case by case basis. And usually the LP agreement, at least the way that I draft them, have flexibility in them and might say the purpose of this project is to do X, Y, Z with this property. But usually there's any other, you know, we add something like, any other project that the GP teams fit can be in this LP. So in a scenario, I'm trying to think of a scenario in which, you know, a GP LP gets set up for project A, project A comes to completion, or is sort of like midway, and now the question becomes, you know, we have project B, do we create a whole new structure, or do we repurpose structure, that we use for project A?
Milena Cardinal:Every single LP, you know, and I'm not necessarily talking about from a legal standpoint, from a non legal standpoint. Yes. The GP could make the choice based on their, their based on what's in the contract, but typically the GP would have the authority to do that. The risk is frustration by the investors, right? You don't want to have a wave of investors getting frustrated and pulling their money.
Milena Cardinal:But the other thing is you're basically gifting a piece of the pie to the existing investors. If, but, it doesn't mean, you know, what I, how I would probably approach it if there was an option to do that, especially if it was a very similar project, would be to have a meeting with my investors and say, Hey, we have two options. We found this gorgeous project. We can either a) create a whole different structure and raise capital in that structure, or we can raise the capital inside the LP that we currently have, bring in say another half a million dollars and then everybody, all of the LPs or the whole LP owns the whole project. So you would get a piece of the pie in both.
Milena Cardinal:So absolutely doable. Very rarely will I see that though, especially since the lender in project A would probably have to approve of that. And the lender in project B would then have to vet both project A and project B. It's kind of like, if you have multiple properties in a corporation and you wanna refinance one of the properties, the lender's gonna wanna know all the details for all your properties. That's been my experience anyway.
Milena Cardinal:So yeah. Most of the time not advisable, but certainly doable from time to time. Yeah.
Scott Dillingham:Okay. Yeah. And I'm just trying to come up with questions that I can think people having and one, like I had an example of this, so I have another question for you, but like this past week alone, we had a client that did a purchase, but it's closing in an entity that's not set up. Now the lender wants to see that entity set up now. They don't want the client to remove financing condition, and then it doesn't get set up and it just screws things up.
Scott Dillingham:So the lender's like, we want this now. So the client spoke to their lawyer and it was gonna be a two week turnaround time to set this up.
Milena Cardinal:Yeah,
Scott Dillingham:so then the client ended up saying like, that's way too long and they call another lawyer and they got it done like right away.
Milena Cardinal:What kind of entity, like just the new corporation?
Scott Dillingham:Yeah, just a holding company. Yeah. I couldn't believe it myself. I don't
Milena Cardinal:know. It depends on that, you know, what that LoRa's bandwidth is at that particular time. Maybe they're working on an unusually complicated matter and just didn't have the bandwidth to do it. I mean, there's still work involved in doing that, but typically we turn it on corporations in a couple of days.
Scott Dillingham:So GPLP, let's say, you know, we have a project, we got to set this up. How long would you think that that would take on average? We won't hold you, but
Milena Cardinal:Spirit of full disclosure, I'm actually working on one right now that I was really hoping would get done in a week. It probably will take two and a half when it's all said and done, because there are quite a few moving pieces. We have to draft the LP agreement, which is like 80% of the work, but then we also have to draft subscription agreement. There's all these forms that need to build out for all the individual investors. Then we have to collect the funds from all the individual investors.
Milena Cardinal:There's all kinds of stuff that the individual investors have to sign and that have to be drafted for them. Also we have to actually create the GP corporation. Most of the time, then we start talking about, is there going to be a nominee corporation or trust corporation for the purpose of holding the property? And then we also have to discuss how the GP is held, right? So if you have two partners and a GP, now we're talking a shareholder agreement to decide between those two business partners, how they're, they're, how that's going to look between them for the ownership of the GP.
Milena Cardinal:Are they going to hold it through holding companies? Okay. Well, maybe the holding companies need to be created. So there's a lot of layers involved. It's typically not like, like, oh, we need a new corp.
Milena Cardinal:Are we even, even a JV? A JV is pretty simple in comparison. So even two and a half weeks, I think will, will be a record for me. But, but yeah, it certainly takes a little bit longer. The trick is to get the name of the LP because because then the real estate closing documents can be prepared.
Milena Cardinal:But a lot of the times, if they're getting a lender to purchase the property, that can also delay things because if in the same example you just gave, that happens a lot that the lender is going to want to have the entire structure set up before they approve the mortgage, before they even send a commitment. So that's what I've seen. So even after that two and a half weeks is complete, call it three weeks, give me a couple more days. I'd say three weeks is probably a good timeline to have the LP set up and all of the ancillary contracts set up. But even after all of that is done, then the, it has to all be approved by the lender and go through the financing process.
Milena Cardinal:So then it's probably, given the size of the projects that we use GPLPs for, probably looking at another month before we're ready to close.
Scott Dillingham:No, absolutely. And I think the hard part, and I just wanna put this out there for those that are setting up these partnerships, because I've seen it so many times where, say there's three or four people involved, you might have one that responds really quickly, but then you have others, they're on vacation or they're here, they're there and it's so hard to get them together sign the paperwork, even though we're sending it to them electronically in some cases.
Milena Cardinal:Yeah. That's also why having the mindset of how do we make this work always is good because what I do in a situation like that is like, have like, okay, give me like one phone call where everybody shows up. And then let's talk about this because we don't have to name everybody on everything. There are ways for people to sign a resolution that says I'm authorizing the president to sign all the documents that are needed for this. And then the president is the only person that needs to show up to meetings.
Milena Cardinal:The only person that needs to sign documents. And then the president can then report to their team about the status of the project without the lawyers and the brokers and others being sort of bogged down and preventing the project
Scott Dillingham:from moving forward. Absolutely.
Milena Cardinal:Talk about like the mindset of like, how do we make this work?
Scott Dillingham:That's it. I love it. I love it. So awesome. So we're gonna get wrapping up because I know we kind of set a timeline here at the beginning, but I think this is very important.
Scott Dillingham:I know cause we always track like the replays and stuff. So I know there's gonna be lots of people watching this. And I think that this is a very important topic, right? To minimize risk and make sure you're protected. But I wanna really outline that, like Melena said, working with someone who works and specializes with working with investors, who also sets us up like Melena, I think is super, super important.
Scott Dillingham:You wouldn't go to a doctor for a problem with your knee when you need a physiotherapist, you might need to get the referral, but like, they're not the ones that do it, right? So same thing here. You wanna go to the expert. I'm giving you guys that referral. Do you wanna reach out to them all at a time?
Milena Cardinal:And did it for mortgage brokers, right? And it's the specializing and then it's willingness to be collaborative, the humility to be collaborative, right? My understanding of mortgages is limited. My understanding of taxes is limited. So if I refuse to work with your accountant or your accountant refuses to work with me, it is such a disservice.
Milena Cardinal:And at one point it will bite you in the butt. So it is the same thing with mortgage brokers. Your, your power team should be willing to work together and, and not make you the middleman all the time. Right? So that's really powerful thing for me.
Milena Cardinal:That's why it's actually one of our core values is collaborativeness because because of how detrimental it is when that doesn't happen.
Scott Dillingham:Absolutely. No, that's awesome, Melina. I really appreciate you for coming on here today. I think this was great. And, yeah, looking forward to the next one.
Milena Cardinal:Thank you. I agree. Me too.
Scott Dillingham:Take care.
Milena Cardinal:You too.