Specially Serviced Notes definition

Specially Serviced Notes means the Notes during any period from the occurrence of a Servicing Transfer Event until such Notes cease to constitute Specially Serviced Notes in accordance with the following sentence. The Notes shall cease to be Specially Serviced Notes at such time as no Servicer Transfer Event exists that would cause the Notes to continue to be (or thereafter again be) characterized as Specially Serviced Notes and such of the following as are applicable occur: (i) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event that relate to the failure of the Obligors to pay any amount due on the Notes, the Obligors have paid all delinquent amounts and thereafter made three consecutive full and timely Monthly Payment Amounts under the terms of the Indenture (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving any Obligor or by reason of a modification, waiver or amendment granted or agreed to by the Servicer); (ii) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event that relate to a material non-monetary Event of Default, or with respect to the circumstances described in clauses (b) and (f) of the definition of Servicing Transfer Event, such Event of Default or default, as the case may be, is cured; or (iii) with respect to the circumstances described in clauses (c), (d) or (e) of the definition of Servicing Transfer Event, such circumstances cease to exist in the reasonable, good faith judgment of the Servicer; and, with respect to clauses (i), (ii) and (iii) of this sentence, the Issuer has reimbursed the Servicer and the Indenture Trustee, as applicable, for then outstanding Advances, including Advance Interest thereon, and Additional Issuer Expenses, and paid the Servicer and/or the Indenture Trustee, as applicable, for unpaid fees then due to the Servicer and the Indenture Trustee.

Specially Serviced Notes shall have the meaning set forth in the Servicing Agreement.

Specially Serviced Notes means the Notes after a Servicing Transfer Event has occurred and is continuing. The Notes shall cease to be Specially Serviced Notes at such time as no Servicing Transfer Event exists that would cause the Notes to continue to be (or thereafter again be) characterized as a Specially Serviced Notes and such of the following, as applicable, occur: (i) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event that relate to the failure of the Issuers to pay any amount due on the Notes, the Issuers have paid all delinquent amounts and thereafter make three consecutive full and timely Monthly Payment Amounts under the terms of the Indenture (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving any Issuer or by reason of a modification, waiver or amendment granted or agreed to by the Servicer); (ii) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event that relate to a material non-monetary Event of Default, or with respect to the circumstances described in clauses (b) or (f) of the definition of Servicing Transfer Event, such Event of Default or default, as the case may be, is cured; or (iii) with respect to the circumstances described in clauses (c), (d) or (e) of the definition of Servicing Transfer Event, such circumstances cease to exist in the reasonable, good faith judgment of the Servicer.

Examples of Specially Serviced Notes in a sentence

• The Controlling Class Representative may, during such time as the Notes are Specially Serviced Notes, at any time and from time to time designate a Person (other than the Indenture Trustee) to replace any existing Servicer or any Servicer that has resigned or otherwise ceased to serve as Servicer, such successor servicer to be reasonably acceptable to the Indenture Trustee.

• The Servicer shall be responsible for the servicing and administration of the Notes as Specially Serviced Notes following the occurrence of a Servicing Transfer Event unless and until the Notes are no longer Specially Serviced Notes as set forth in the definition thereof.

• The Servicer shall not enter into any Sub-Servicing Agreement in respect of any duties or responsibilities with respect to the Notes as Specially Serviced Notes without the prior written consent of the Controlling Class Representative.

• On the date of any optional prepayment in connection with which Prepayment Consideration is payable, the Indenture Trustee or the Paying Agent, as applicable, in either case at the prior written direction of the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer), shall pay such Prepayment Consideration received in respect of any Class and Series of Notes to the Holders of such Notes pro rata based on the amount of principal prepaid on each such Note.

• The Workout Fee will cease to be payable if a Servicing Transfer Event occurs with respect to the Notes; provided that a new Workout Fee will become payable if and when the Notes again cease to be Specially Serviced Notes (in accordance with the definition thereof).

• The Special Servicing Fee shall cease to accrue if no Notes are Outstanding or when the Notes cease to be Specially Serviced Notes.

• The Workout Fee shall be payable out of, and shall be calculated by the Servicer by application of the Workout Fee Rate to, each payment of interest and principal received on the Notes after the Notes cease to be, and for so long as the Notes are not, Specially Serviced Notes.

• Unless an Event of Default has occurred and is continuing or the Notes are Specially Serviced Notes, the Indenture Trustee and the Servicer shall provide advance written notice of at least three (3) Business Days prior to visiting or inspecting any Fiber Network or the Issuer’s office.

• Any such attempted or purported material modification, amendment, or any surrender, termination, sale or assignment of any Fiber Network Underlying Rights Agreement without the Manager’s (or, at any time that the Notes are Specially Serviced Notes, the Servicer’s) prior written consent shall be null and void and of no force or effect.

• Except as provided in this Section 7.23, the Issuer shall not, and shall not permit the Asset Entities to, agree to any modification or amendment of any material substantive or economic terms of, or, subject to the terms herein, terminate or surrender any Fiber Network Underlying Rights Agreement, in each case without the prior written consent of the Manager (or, at any time the Notes are Specially Serviced Notes, the Servicer), which consent shall not be unreasonably withheld, conditioned or delayed.