BraindumpDiscussion on Document Review and Office Changes
Summary:
- Discussion on the importance of formatting opinions and the ability to edit after signing.
- Concerns raised about the ambiguity in the value adjustment events in credit agreements.
- Questions regarding the prepayment premium in relation to CLO transactions.
- Discussion about moving offices within the company and the scheduling of team dinners.
Content:
Hey, did you have a good time? Yeah, come on in. So I have a couple of questions that I would appreciate some insight into. I also just need this time. Oh, I brought you a pen. Nice try. April 9th. It's the 8th today, it's for tomorrow. OK. Bold capitalized terms. Bold. So I started doing that. What's going on? This... It's not even... You want me to assign this? You expect me to sign this opinion? I will fix that. I just noticed that now as I'm looking at it. I like the bold italics because if you do underline and you try to edit the PDF, it messes up the underline.
If you do bold italics, it doesn't. So you want the ability to edit my opinion after I sign it? No, but I want the ability... That's what you want the ability to do? And you're telling me this while you want me to sign some other partner's opinion? No, I do it so like if you need to change the date or something, because sometimes it will like, if you need to... The opinion that matters less. That's what I think. Huh? No, bold. Alright, I'll fix the formatting. I didn't even add that. Who did this? Who reviewed this?
Patricia. I don't even think she did because there was a typo in it from the original opinion that she also reviewed that no one caught. SPVW. Who's that? Oh, Wells. OK. See, this is all after my time. Yeah, I know. This is the OG new Wells form. So Wells is accepting payment obligations now? That's nice. What do you mean? Payment obligations. The qualifier. Oh, yeah. I have to say, like, and I don't know if it's just this team or if it's... This is an amendment with RFI. OK. More general. But they have been pretty... They were pretty constructive with this.
To the point that, like, I'm now... We're going to, like, Morgan Stanley on multiple occasions and being like, we got this. And a different one. And I had always thought that Wells was the most difficult, but... You know what I'm going to look at the UCC. I am going to look at the UCC. If the UCC is wrong, you'll just slip in a new UCC. I have no idea. That's how it came back. You're kidding me? Like... Can we get an unredacted UCC? That's what they sent us on the search. Like, I can ask if the file stamped ones that the Wells team got back are different.
See if we can get a different one. OK. I mean, like, it just looks really weird. Yeah, I'll ask them for the one that they have. Because, I mean, at least we ran the searches. We got it back. Oh, actually, I also want to finish that other question about the searches. Who did this? It's just... This... I know, I lost my touch. This is sloppy. I just... It's just... And this one did not have the margin stock opinion. The other... Sorry, the offshore one did not have the margin stock opinion. Correct. They're borrowing for this and for the onshore.
They're not borrowing for the offshore. There was some email where Jamie had said that. And so it was in my head. Yes, that is why I asked. That's why I took it out. Why I used mental energy on that email. Like, to be like, that shouldn't be in the opinion. That should come out. For a deal I'm not... And now, you're asking me to sign the opinion. So I'm glad I did. Yes, but as I'm sure you're happy about, I also knew that. And I caught it. And I took it out. Yep, they asked for it to go back in.
Yep, and I said no. And they agreed to it. Delaware... BSPDF5SPV-W... No comma? No periods? No comma, no periods. Okay. When I formed these entities, I was like, no commas, no periods. ROD? I have no idea. Shouldn't it be the Secretary of State? Like, that's... Isn't that the Register of Deeds? I don't know. Like, I... But it's the Secretary of State. Yeah, this is the optional filer reference data. This is something that was filled in on the UCC. Yeah, but we didn't fill that in. That was Lender's counsel. No, I know. But why does it say ROD?
I have no idea. Yeah, my guess is that the lender's counsel messed up. It doesn't affect the validity of the filing. You're still perfected. I just think it's a mistake in the filing. Okay, there you go. Thank you. Quick question on the ACCs, actually. On the searches, we searched for, they searched for the GP of the SPVs as well, and the search for the GP returned for the onshore one, the onshore, like, UCCs. But the GP isn't listed as, like, an additional debtor, and so I don't know why the search returned that. Probably because the name is so similar and just has the word GP in it, that the search logic.
Really? They're that inaccurate? That's surprising to me. I know, but that's the best answer I have. Otherwise, why would it come up? I have no idea. I mean, that's what I was thinking, but I'm like, that, like, seems kind of silly that, like, the search logic wouldn't be, like, it has to be exactly the right thing. Wait a second. Is, oh no, maybe it's soft 2. There's no equity pledge here? There is not an equity pledge here. They want one for soft 3, which is one of my questions for you. Okay. All right, so let's move to soft 3.
Okay, so I have a couple of just, like, more general questions that I have as I, I feel like it happens now when I'm, like, marking up docs and I'm, like, just really, really reading them that I now, like, see stuff. Really, really reading them? That is concerning. No. That modifier is concerning. But it was, like, in a way that, like, I feel like when I was first doing this and I was, like, I wasn't reading every provision and thinking, like, how can I make this better? How can I mark this up? How does this fit together?
And I feel like as you understand the documents more and, like, are just better generally, it's, like, things start to kind of jump out at you. And I've also now have enough credit agreements where I've, like, I don't see this in every single one of them, and I don't know how normal this is. So there's a couple of things that I just wanted to check with you. The first one is, like, really silly, but there's this, like, qualifier that they added in terms of the value adjustment events that they can modify them at any time and then in parentheses, from time to time.
It's on the term sheet, but it was in their stupid, like, appendix that they added that just, like, listed the things. And then it's like a footnote that's, like, we can do this. And I was like, no one. Wait, they can change the VAEs from what's agreed? The following, the assigned value, following the value, like, following a VAE, they can change the assigned value at any time and from time to time. So long as a VAE event exists? It doesn't specify that. So, like, let's say the VAE is six times leverage. You go above six times, they can value it.
If you drop below six times, can they still revalue it as much as they want? I wouldn't think so. I feel like the drafting is slightly ambiguous on that point, which is why I wanted to see what you're. What does the term sheet say? It says at any time and from time to time, but the way that it shows up on the term sheet, if you look at the term sheet from Jamie, it's on the last, like, appendix that they added in, like, a footnote that basically is, like, saying, like, oh, we can, like, review this.
And now they're like, it's on the term sheet. And I'm like, first, it's not binding. And second, It's literally in one of those footnotes there. Marked value is defined value determined by administrative agent at sole discretion. No. It may further amend assigned value in sole discretion at any time from time to time following such occurrence. So I would read that to be not. I would read that, how the term sheet is drafted, I would read that to mean at any time following a VAE, not during the existence of the VAE. Do I think that is something that should be negotiated?
Sure. I don't know if it was in the back and forth between. It had, like, we had just been striking that at any time from time to time. And we also, I think when Patricia and I were looking at this, like, we, But shouldn't it be during the existence of a value adjustment event? So if a value adjustment event has ceased, they shouldn't be able to revalue the loan after that is my point. I would, I, so that was the thought I had, and then I went and looked at Wells and there was like a similar mechanic in there.
I don't remember the exact wording, but actually we can still have it up on the part of the provision, but that basically said that they can do just that. I mean, and if that's the deal and that's what the language says, fine. That's just what jumps out to me that, you know, It should be during a VAE, but not at all times after. Kind of like an event of default. Like you're so you're thinking like a VAE can be cured. Yeah. But how does it only if it's like one that gets tripped up by like a trigger, like some of them can happen where like I don't think you can necessarily cure them.
I mean, PSL has a market value as determined by admin agent below 90%. So it's at 89. It trades up to 92. Yeah. What's, can they just revalue it forever? No, I wouldn't think so. Right. That's kind of what I'm thinking, but it should be only during the existence of the value adjustment. Yeah. So we can, I'll add language clarifying that. Also keep that up because there's another question. Okay. But I do, like, I think what they're saying is, Hey, loan traded 89. They can market to 89. Loan trades down further to 83. They can mark it down again to 83.
Like that I feel is fair. Yeah. I agree with that. I just wasn't sure if that, if we needed to adjust the language. Cause I was. I'm like literally I'm like just in my notes. I'm like connect with feed Frank on this. Need to understand the mechanics of from time to time. And when that starts. Yeah. I mean, when they say from time to time, I think they just mean during the value adjustment event, but like could be read to mean forever after. Okay. Then next one is. Okay. So there is a prepayment premium and it basically says that like the prepayment premium is zero if the termination or reduction facility occurs using the proceeds of CLOs.
Like a collateralized loan obligation transaction securitizing all. Are you looking for me, Tori? Tori? All or substantially all of the collateral. And then it's like for which the admin agent has provided its sole written consent, and then it's at the sole discretion. But then they dropped like a footnote that basically was saying like the prepayment premium is payable only in the case of reduction or termination of the commitments, which shouldn't be necessary in connection with the transfer of assets to a CLO. Can I see what you're looking at? Yeah. Prepayment premium means the event's terminated, 1% provided.
Securitizing all or substantially all, provided it's prior written consent. And what if they don't consent? Then they get the premium? Like, what does it? Yeah, and we had said like which consent. I think we had added that it like shouldn't be unreasonably withheld. But I just... So I'm BSP. You're Wells Fargo. I'd like to do a CLO and not pay you a prepayment premium. Your response? No. Like, either it's an exception or it's not. Like, the idea that I have to go ask for your permission to not pay you your prepayment premium seems weird. Like, at all.
Not to be unreasonably withheld, not in its sole discretion. It's just... I'm not going to ask you permission to not pay you your prepayment premium. I'm just not going to... You just aren't owed it. And is that normal in connection with doing a CLO? I mean, yes, no. Who care? Like, in the sense of, I don't... I can't tell you whether this is market just because I don't do enough of these. But it seems to me the answer is, I have a carve-out for doing a CLO or I don't have a carve-out for doing a CLO.
But it's weird to say, I have a carve-out for doing a CLO only if you later agree that I have a carve-out for doing a CLO. Yeah, I agree. That's what I'm struggling with, and I feel like the answer should be, I have a carve-out for doing a CLO. If that was what Jamie negotiated with Wells. I don't know what was negotiated, and like this... Basically, I had dropped in my markup a footnote to Patricia where I was like... Because they put this back in, and I was like, I'm not following your change. Can we talk about this?
But then she had me send the markup without her looking at it. And obviously, I then took the footnote out. But... So this was not in the issues list that Jamie? Yes, I also didn't do the initial issues list. This should be in the issues list for Jamie. Like, whether he has to pay 1% or not is a pure business call. Whether there should be a carve-out is a pure business call. To me, this is just a, hey, what'd you negotiate with Wells? And if what he negotiated with Wells is, they'll think about it at the time, then yeah, it's adequately captured in what... Free Frank wrote.
Oh, sorry, this is Morgan Stanley. Whoever's our lender here. Yeah, but if the... If it's supposed to be, hey... What is going on? Like, what... Wait, the hallway is a different size? Wait a sec, wait a sec, wait a sec. We're moving the second years after 18 months of employment? Yeah, I think it's because they need the interior offices for the summer. That would make... That is... That makes sense and is, I think, the answer. It's just kind of funny that it used to be so hard of like... I know, because I remember I asked... Someone was a little salty.
I asked to move, not even to an exterior my own office. I asked to move Mary and I's office over here. And they were like, you should be ashamed of yourself. I made a very reasonable request to move to this floor last year. And they, like... We're all one group. They laid down the hammer on me so bad. I thought I was gonna get fired. Again, I wasn't even asking for an exterior office. I just wanted Mary and I to move to this side of the hallway because the other side is the NDA group, so it didn't make any sense.
And Maria was like... You're terminated effective immediately. Also, how dare you? Also, I hate you. And I was like, okay. So, yeah. But I think they're out. They filled up all of the interior offices down there with the billing department. Yeah. And so I just don't think there are that many. But they're moving, like, eventually. They're moving down to 14. Are they just renovating their floor? Yeah. That's what I thought. Because I was like, it doesn't make any sense. But yeah, they're not going to be here permanently. Although, at one point they were here permanently.
Like, in the paralegal bullpen area. Or at least a portion of it was billing. Yeah. But, um, who got, um, Allie's old office? What used to be Doug Holland's office? I don't think anyone's in there. No one's in there? Okay. I don't think so. I don't know where. Maybe. I mean, it's good to fill up this little corner. Maybe it'll move me into that office. You want the Doug Holland's office? No, I don't want the Doug Holland's office. That's a... I do not want the Doug Holland's office. That's a choice, Abby. I do not want the Doug Holland's office.
Where's your office? 4605 right next to me. Oh, nice. Nice. Nice. A lot more activity on our... Our little corner. Building up the corner. Have a housewarming to welcome them. I will not. All right. That's salty. They didn't move me down here. I wanted Nate's office. I specifically requested Nate's office. We're not all one group, Dan. We're not all one group. We're not all one group. I didn't even get to go to a friggin' PCT dinner now. Because they somehow picked the one day that I had, like, had something. Did you respond saying, I can't go because of this?
Yes, I did. Can I instead attend a different dinner? I did not ask if I could instead attend a different dinner. Do you think the answer to, can I instead attend a different dinner, would be no? Probably not. You'll go where you're assigned. Probably not. Feels unlikely. Probably not. I was just... It just happened yesterday. I had to do it. It was so funny because for Christian's birthday, which was on Easter, by the way, I also, side note, I numbered his presents and hid them in, and hid corresponding numbers in eggs, and then hid them in our apartment and made him hunt for the eggs to get his birthday presents.
But I booked a pasta-making class and I, like, was like, oh, I'll book this for May 6th because it's so far out. There's no way there's gonna be any conflict. And I do... May 6th? May 6th. Wednesday. That was my dinner, I think. At least I have a dinner scheduled for May 6th. Damn. So I can't even go to yours either. I don't know. Anyway, I have a call at 3. Just so you know. What time is it? 2:54. Okay. So what else we got? Confirm with Dan. There was... That should confirm with Jamie. Yeah.
Just because it doesn't make logical sense. Um... All right. This, like, waiver that after they, if they remove the collateral agent... Oh, shoot. If you go back to, is this normal? I can go to that. Before the... Including the standard of care, such as. No, but it reads weird. Like, I think it's fine to say they can act as servicer in accordance with the standard of care. That seems fine to me. I don't know what... It seems odd to say we're waiving a claim. What claim would we have if you comply with the standard of care?
I don't know. Like, I don't know. Like, again, I'm a grumpy leverage finance lawyer, but I'd say, what claim would we possibly have if you're asking us to waive if you're complying with the standard of care? What is being waived here? Give me an example of what is being waived here. I don't know. That's... Like, okay. Is it normal? No. Is it some BS that a bank puts in a form? Sure, because they love including waivers. But that's what I got. It's normal. So long as they're complying with the standard of care, we don't have a claim against them.
If they're not complying with the standard of care, we do have a claim against them. It's just as simple as that. Like... Is this normal? You see that with, like, third-party agents. Like, you know, Wilmington Trust, for example. Um... I will say, since somebody else is monitoring this, it's something I have definitely seen before. And it's not something that I'm jumping up and down upset about. Um... It basically... So disqualified institutions are, like, I think entities that they can't assign to, and it's saying that, like, they don't have any duty to, like... That's totally normal.
That's normal? That's in every live-in credit agreement. Including the fact that it says it twice in a manner that completely offends my sensibilities, but that's a different matter. And then, okay, how normal is it for them to get a pledge of the equity of the SPV? I don't really think it matters that much because it's, like... It's become somewhat more common, as in, like, one or two banks were trying it, and then, of course, because one superstar did it, the others started doing it. But at least as of 2020, which is probably the last time I did one of these, like... Yeah, SMAT.
Which is the only other one. I did not do SMAT. That was right after I adopted Michael, and Patricia did that one. Interesting. Um... It was a minority then. Does it offend me? Not really. Yeah. They forgot to add it onto the term sheet, and so they've been pushing back. And then I told Jamie, they came, and we're like, can we have this? And I told Jamie that he should use it as leverage to get the other points that we actually really care about. Yeah, although I don't know that that's really something you can trade much for because the value to them is low, too.
Well, but they want it. They're coming back and they're like, can we have this? Like, please. And I was like, Jamie's like, how much do we care about this? Not that much. We just didn't care about this. I'm just saying, like, I think the value to them is low also. It's low to us, and low to them. That's kind of how I think about it. All right. Thank you. If I have anything else, can I come back? No. This is a one-time thing. Yeah. No one teaches me anymore. There's a reason you're on 47th. I knew you were the one that blocked that.
They didn't even tell me that there were new offices. Like, I don't know this. They don't tell us. You don't believe it because you think, like, oh, they're partners. They know everything. No, we don't know this. They just do shit. And we have to operate within the confines of what... That's how it is. That's how it is. Alright, I'll see you later. Thank you.
- Discussion on the importance of formatting opinions and the ability to edit after signing.
- Concerns raised about the ambiguity in the value adjustment events in credit agreements.
- Questions regarding the prepayment premium in relation to CLO transactions.
- Discussion about moving offices within the company and the scheduling of team dinners.
Content:
Hey, did you have a good time? Yeah, come on in. So I have a couple of questions that I would appreciate some insight into. I also just need this time. Oh, I brought you a pen. Nice try. April 9th. It's the 8th today, it's for tomorrow. OK. Bold capitalized terms. Bold. So I started doing that. What's going on? This... It's not even... You want me to assign this? You expect me to sign this opinion? I will fix that. I just noticed that now as I'm looking at it. I like the bold italics because if you do underline and you try to edit the PDF, it messes up the underline.
If you do bold italics, it doesn't. So you want the ability to edit my opinion after I sign it? No, but I want the ability... That's what you want the ability to do? And you're telling me this while you want me to sign some other partner's opinion? No, I do it so like if you need to change the date or something, because sometimes it will like, if you need to... The opinion that matters less. That's what I think. Huh? No, bold. Alright, I'll fix the formatting. I didn't even add that. Who did this? Who reviewed this?
Patricia. I don't even think she did because there was a typo in it from the original opinion that she also reviewed that no one caught. SPVW. Who's that? Oh, Wells. OK. See, this is all after my time. Yeah, I know. This is the OG new Wells form. So Wells is accepting payment obligations now? That's nice. What do you mean? Payment obligations. The qualifier. Oh, yeah. I have to say, like, and I don't know if it's just this team or if it's... This is an amendment with RFI. OK. More general. But they have been pretty... They were pretty constructive with this.
To the point that, like, I'm now... We're going to, like, Morgan Stanley on multiple occasions and being like, we got this. And a different one. And I had always thought that Wells was the most difficult, but... You know what I'm going to look at the UCC. I am going to look at the UCC. If the UCC is wrong, you'll just slip in a new UCC. I have no idea. That's how it came back. You're kidding me? Like... Can we get an unredacted UCC? That's what they sent us on the search. Like, I can ask if the file stamped ones that the Wells team got back are different.
See if we can get a different one. OK. I mean, like, it just looks really weird. Yeah, I'll ask them for the one that they have. Because, I mean, at least we ran the searches. We got it back. Oh, actually, I also want to finish that other question about the searches. Who did this? It's just... This... I know, I lost my touch. This is sloppy. I just... It's just... And this one did not have the margin stock opinion. The other... Sorry, the offshore one did not have the margin stock opinion. Correct. They're borrowing for this and for the onshore.
They're not borrowing for the offshore. There was some email where Jamie had said that. And so it was in my head. Yes, that is why I asked. That's why I took it out. Why I used mental energy on that email. Like, to be like, that shouldn't be in the opinion. That should come out. For a deal I'm not... And now, you're asking me to sign the opinion. So I'm glad I did. Yes, but as I'm sure you're happy about, I also knew that. And I caught it. And I took it out. Yep, they asked for it to go back in.
Yep, and I said no. And they agreed to it. Delaware... BSPDF5SPV-W... No comma? No periods? No comma, no periods. Okay. When I formed these entities, I was like, no commas, no periods. ROD? I have no idea. Shouldn't it be the Secretary of State? Like, that's... Isn't that the Register of Deeds? I don't know. Like, I... But it's the Secretary of State. Yeah, this is the optional filer reference data. This is something that was filled in on the UCC. Yeah, but we didn't fill that in. That was Lender's counsel. No, I know. But why does it say ROD?
I have no idea. Yeah, my guess is that the lender's counsel messed up. It doesn't affect the validity of the filing. You're still perfected. I just think it's a mistake in the filing. Okay, there you go. Thank you. Quick question on the ACCs, actually. On the searches, we searched for, they searched for the GP of the SPVs as well, and the search for the GP returned for the onshore one, the onshore, like, UCCs. But the GP isn't listed as, like, an additional debtor, and so I don't know why the search returned that. Probably because the name is so similar and just has the word GP in it, that the search logic.
Really? They're that inaccurate? That's surprising to me. I know, but that's the best answer I have. Otherwise, why would it come up? I have no idea. I mean, that's what I was thinking, but I'm like, that, like, seems kind of silly that, like, the search logic wouldn't be, like, it has to be exactly the right thing. Wait a second. Is, oh no, maybe it's soft 2. There's no equity pledge here? There is not an equity pledge here. They want one for soft 3, which is one of my questions for you. Okay. All right, so let's move to soft 3.
Okay, so I have a couple of just, like, more general questions that I have as I, I feel like it happens now when I'm, like, marking up docs and I'm, like, just really, really reading them that I now, like, see stuff. Really, really reading them? That is concerning. No. That modifier is concerning. But it was, like, in a way that, like, I feel like when I was first doing this and I was, like, I wasn't reading every provision and thinking, like, how can I make this better? How can I mark this up? How does this fit together?
And I feel like as you understand the documents more and, like, are just better generally, it's, like, things start to kind of jump out at you. And I've also now have enough credit agreements where I've, like, I don't see this in every single one of them, and I don't know how normal this is. So there's a couple of things that I just wanted to check with you. The first one is, like, really silly, but there's this, like, qualifier that they added in terms of the value adjustment events that they can modify them at any time and then in parentheses, from time to time.
It's on the term sheet, but it was in their stupid, like, appendix that they added that just, like, listed the things. And then it's like a footnote that's, like, we can do this. And I was like, no one. Wait, they can change the VAEs from what's agreed? The following, the assigned value, following the value, like, following a VAE, they can change the assigned value at any time and from time to time. So long as a VAE event exists? It doesn't specify that. So, like, let's say the VAE is six times leverage. You go above six times, they can value it.
If you drop below six times, can they still revalue it as much as they want? I wouldn't think so. I feel like the drafting is slightly ambiguous on that point, which is why I wanted to see what you're. What does the term sheet say? It says at any time and from time to time, but the way that it shows up on the term sheet, if you look at the term sheet from Jamie, it's on the last, like, appendix that they added in, like, a footnote that basically is, like, saying, like, oh, we can, like, review this.
And now they're like, it's on the term sheet. And I'm like, first, it's not binding. And second, It's literally in one of those footnotes there. Marked value is defined value determined by administrative agent at sole discretion. No. It may further amend assigned value in sole discretion at any time from time to time following such occurrence. So I would read that to be not. I would read that, how the term sheet is drafted, I would read that to mean at any time following a VAE, not during the existence of the VAE. Do I think that is something that should be negotiated?
Sure. I don't know if it was in the back and forth between. It had, like, we had just been striking that at any time from time to time. And we also, I think when Patricia and I were looking at this, like, we, But shouldn't it be during the existence of a value adjustment event? So if a value adjustment event has ceased, they shouldn't be able to revalue the loan after that is my point. I would, I, so that was the thought I had, and then I went and looked at Wells and there was like a similar mechanic in there.
I don't remember the exact wording, but actually we can still have it up on the part of the provision, but that basically said that they can do just that. I mean, and if that's the deal and that's what the language says, fine. That's just what jumps out to me that, you know, It should be during a VAE, but not at all times after. Kind of like an event of default. Like you're so you're thinking like a VAE can be cured. Yeah. But how does it only if it's like one that gets tripped up by like a trigger, like some of them can happen where like I don't think you can necessarily cure them.
I mean, PSL has a market value as determined by admin agent below 90%. So it's at 89. It trades up to 92. Yeah. What's, can they just revalue it forever? No, I wouldn't think so. Right. That's kind of what I'm thinking, but it should be only during the existence of the value adjustment. Yeah. So we can, I'll add language clarifying that. Also keep that up because there's another question. Okay. But I do, like, I think what they're saying is, Hey, loan traded 89. They can market to 89. Loan trades down further to 83. They can mark it down again to 83.
Like that I feel is fair. Yeah. I agree with that. I just wasn't sure if that, if we needed to adjust the language. Cause I was. I'm like literally I'm like just in my notes. I'm like connect with feed Frank on this. Need to understand the mechanics of from time to time. And when that starts. Yeah. I mean, when they say from time to time, I think they just mean during the value adjustment event, but like could be read to mean forever after. Okay. Then next one is. Okay. So there is a prepayment premium and it basically says that like the prepayment premium is zero if the termination or reduction facility occurs using the proceeds of CLOs.
Like a collateralized loan obligation transaction securitizing all. Are you looking for me, Tori? Tori? All or substantially all of the collateral. And then it's like for which the admin agent has provided its sole written consent, and then it's at the sole discretion. But then they dropped like a footnote that basically was saying like the prepayment premium is payable only in the case of reduction or termination of the commitments, which shouldn't be necessary in connection with the transfer of assets to a CLO. Can I see what you're looking at? Yeah. Prepayment premium means the event's terminated, 1% provided.
Securitizing all or substantially all, provided it's prior written consent. And what if they don't consent? Then they get the premium? Like, what does it? Yeah, and we had said like which consent. I think we had added that it like shouldn't be unreasonably withheld. But I just... So I'm BSP. You're Wells Fargo. I'd like to do a CLO and not pay you a prepayment premium. Your response? No. Like, either it's an exception or it's not. Like, the idea that I have to go ask for your permission to not pay you your prepayment premium seems weird. Like, at all.
Not to be unreasonably withheld, not in its sole discretion. It's just... I'm not going to ask you permission to not pay you your prepayment premium. I'm just not going to... You just aren't owed it. And is that normal in connection with doing a CLO? I mean, yes, no. Who care? Like, in the sense of, I don't... I can't tell you whether this is market just because I don't do enough of these. But it seems to me the answer is, I have a carve-out for doing a CLO or I don't have a carve-out for doing a CLO.
But it's weird to say, I have a carve-out for doing a CLO only if you later agree that I have a carve-out for doing a CLO. Yeah, I agree. That's what I'm struggling with, and I feel like the answer should be, I have a carve-out for doing a CLO. If that was what Jamie negotiated with Wells. I don't know what was negotiated, and like this... Basically, I had dropped in my markup a footnote to Patricia where I was like... Because they put this back in, and I was like, I'm not following your change. Can we talk about this?
But then she had me send the markup without her looking at it. And obviously, I then took the footnote out. But... So this was not in the issues list that Jamie? Yes, I also didn't do the initial issues list. This should be in the issues list for Jamie. Like, whether he has to pay 1% or not is a pure business call. Whether there should be a carve-out is a pure business call. To me, this is just a, hey, what'd you negotiate with Wells? And if what he negotiated with Wells is, they'll think about it at the time, then yeah, it's adequately captured in what... Free Frank wrote.
Oh, sorry, this is Morgan Stanley. Whoever's our lender here. Yeah, but if the... If it's supposed to be, hey... What is going on? Like, what... Wait, the hallway is a different size? Wait a sec, wait a sec, wait a sec. We're moving the second years after 18 months of employment? Yeah, I think it's because they need the interior offices for the summer. That would make... That is... That makes sense and is, I think, the answer. It's just kind of funny that it used to be so hard of like... I know, because I remember I asked... Someone was a little salty.
I asked to move, not even to an exterior my own office. I asked to move Mary and I's office over here. And they were like, you should be ashamed of yourself. I made a very reasonable request to move to this floor last year. And they, like... We're all one group. They laid down the hammer on me so bad. I thought I was gonna get fired. Again, I wasn't even asking for an exterior office. I just wanted Mary and I to move to this side of the hallway because the other side is the NDA group, so it didn't make any sense.
And Maria was like... You're terminated effective immediately. Also, how dare you? Also, I hate you. And I was like, okay. So, yeah. But I think they're out. They filled up all of the interior offices down there with the billing department. Yeah. And so I just don't think there are that many. But they're moving, like, eventually. They're moving down to 14. Are they just renovating their floor? Yeah. That's what I thought. Because I was like, it doesn't make any sense. But yeah, they're not going to be here permanently. Although, at one point they were here permanently.
Like, in the paralegal bullpen area. Or at least a portion of it was billing. Yeah. But, um, who got, um, Allie's old office? What used to be Doug Holland's office? I don't think anyone's in there. No one's in there? Okay. I don't think so. I don't know where. Maybe. I mean, it's good to fill up this little corner. Maybe it'll move me into that office. You want the Doug Holland's office? No, I don't want the Doug Holland's office. That's a... I do not want the Doug Holland's office. That's a choice, Abby. I do not want the Doug Holland's office.
Where's your office? 4605 right next to me. Oh, nice. Nice. Nice. A lot more activity on our... Our little corner. Building up the corner. Have a housewarming to welcome them. I will not. All right. That's salty. They didn't move me down here. I wanted Nate's office. I specifically requested Nate's office. We're not all one group, Dan. We're not all one group. We're not all one group. I didn't even get to go to a friggin' PCT dinner now. Because they somehow picked the one day that I had, like, had something. Did you respond saying, I can't go because of this?
Yes, I did. Can I instead attend a different dinner? I did not ask if I could instead attend a different dinner. Do you think the answer to, can I instead attend a different dinner, would be no? Probably not. You'll go where you're assigned. Probably not. Feels unlikely. Probably not. I was just... It just happened yesterday. I had to do it. It was so funny because for Christian's birthday, which was on Easter, by the way, I also, side note, I numbered his presents and hid them in, and hid corresponding numbers in eggs, and then hid them in our apartment and made him hunt for the eggs to get his birthday presents.
But I booked a pasta-making class and I, like, was like, oh, I'll book this for May 6th because it's so far out. There's no way there's gonna be any conflict. And I do... May 6th? May 6th. Wednesday. That was my dinner, I think. At least I have a dinner scheduled for May 6th. Damn. So I can't even go to yours either. I don't know. Anyway, I have a call at 3. Just so you know. What time is it? 2:54. Okay. So what else we got? Confirm with Dan. There was... That should confirm with Jamie. Yeah.
Just because it doesn't make logical sense. Um... All right. This, like, waiver that after they, if they remove the collateral agent... Oh, shoot. If you go back to, is this normal? I can go to that. Before the... Including the standard of care, such as. No, but it reads weird. Like, I think it's fine to say they can act as servicer in accordance with the standard of care. That seems fine to me. I don't know what... It seems odd to say we're waiving a claim. What claim would we have if you comply with the standard of care?
I don't know. Like, I don't know. Like, again, I'm a grumpy leverage finance lawyer, but I'd say, what claim would we possibly have if you're asking us to waive if you're complying with the standard of care? What is being waived here? Give me an example of what is being waived here. I don't know. That's... Like, okay. Is it normal? No. Is it some BS that a bank puts in a form? Sure, because they love including waivers. But that's what I got. It's normal. So long as they're complying with the standard of care, we don't have a claim against them.
If they're not complying with the standard of care, we do have a claim against them. It's just as simple as that. Like... Is this normal? You see that with, like, third-party agents. Like, you know, Wilmington Trust, for example. Um... I will say, since somebody else is monitoring this, it's something I have definitely seen before. And it's not something that I'm jumping up and down upset about. Um... It basically... So disqualified institutions are, like, I think entities that they can't assign to, and it's saying that, like, they don't have any duty to, like... That's totally normal.
That's normal? That's in every live-in credit agreement. Including the fact that it says it twice in a manner that completely offends my sensibilities, but that's a different matter. And then, okay, how normal is it for them to get a pledge of the equity of the SPV? I don't really think it matters that much because it's, like... It's become somewhat more common, as in, like, one or two banks were trying it, and then, of course, because one superstar did it, the others started doing it. But at least as of 2020, which is probably the last time I did one of these, like... Yeah, SMAT.
Which is the only other one. I did not do SMAT. That was right after I adopted Michael, and Patricia did that one. Interesting. Um... It was a minority then. Does it offend me? Not really. Yeah. They forgot to add it onto the term sheet, and so they've been pushing back. And then I told Jamie, they came, and we're like, can we have this? And I told Jamie that he should use it as leverage to get the other points that we actually really care about. Yeah, although I don't know that that's really something you can trade much for because the value to them is low, too.
Well, but they want it. They're coming back and they're like, can we have this? Like, please. And I was like, Jamie's like, how much do we care about this? Not that much. We just didn't care about this. I'm just saying, like, I think the value to them is low also. It's low to us, and low to them. That's kind of how I think about it. All right. Thank you. If I have anything else, can I come back? No. This is a one-time thing. Yeah. No one teaches me anymore. There's a reason you're on 47th. I knew you were the one that blocked that.
They didn't even tell me that there were new offices. Like, I don't know this. They don't tell us. You don't believe it because you think, like, oh, they're partners. They know everything. No, we don't know this. They just do shit. And we have to operate within the confines of what... That's how it is. That's how it is. Alright, I'll see you later. Thank you.