Common use of PREFERENTIAL PAYMENTS AND SPECIAL TRUST ACCOUNT Clause in Contracts

PREFERENTIAL PAYMENTS AND SPECIAL TRUST ACCOUNT. (a) The Collateral Agent shall give each Secured Party a written notice (a "Notice of Special Default") promptly after being notified in writing by a Secured Party that a Special Event of Default has occurred. After the receipt of such Notice of Special Default, all Preferential Payments other than those payments received pursuant to Section 11(b) shall be deposited into the Special Trust Account. The Collateral Agent shall establish separate sub-accounts within the Special Trust Account and shall credit Preferential Payments received with respect to the DeVry Obligations into a sub-account entitled "DeVry Preferential Payments" and shall credit Preferential Payments received with respect to the GEI Obligations into a sub-account entitled "GEI Preferential Payments." Each Secured Party agrees that no Event of Default shall occur as a result of payments so made on a timely basis to the Collateral Agent. (b) If (i) such Special Event of Default is waived by the Required Banks under the Bank Credit Agreement or any Additional Bank Credit Agreement or the Required Noteholders or the Required Additional Noteholders, if any, or both, as the case may be, and if no other Event of Default has occurred and is continuing, (ii) such Special Event of Default is cured by the Grantors or by any amendment of the Bank Credit Agreement, any Additional Bank Credit Agreement, the Note Agreement or any Additional Note Agreement, as the case may be, and if no other Event of Default has occurred and is continuing, or (iii) none of the Secured Obligations has been accelerated and neither the Required Secured Parties nor the Required GEI Secured Parties have instructed the Collateral Agent to seek the appointment of a receiver, commence litigation against any Grantor, liquidate the Collateral, commence a Bankruptcy Proceeding against any Grantor, seize Collateral, or exercise other remedies of similar character prior to the 90th day following such Special Event of Default, the Collateral Agent thereupon shall return all amounts, together with their pro rata share of interest earned thereon, held in the Special Trust Account representing payment of any Secured Obligations to the Secured Party initially entitled thereto, and no payments thereafter received by a Secured Party shall constitute a Preferential Payment by reason of such cured or waived Special Event of Default. No payment returned to a Secured Party for which such Secured Party has been obligated to make a deposit into the Special Trust Account shall thereafter ever be characterized as a Preferential Payment. (c) Each Secured Party agrees that, upon the occurrence of a Special Event of Default, it shall (i) promptly notify the Collateral Agent of the receipt of any Preferential Payments, (ii) hold such amounts in trust for the Secured Parties and act as agent of the Secured Parties during the time any such amounts are held by it, and (iii) deliver to the Collateral Agent such amounts for deposit into the Special Trust Account. (d) If (i) an Event of Default has occurred and has not been waived or cured within 90 days after the occurrence thereof, (ii) the Secured Obligations have been accelerated or (iii) the Required Secured Parties or the Required GEI Secured Parties have instructed the Collateral Agent to seek the appointment of a receiver, commence litigation against any Grantor, liquidate any Collateral, commence a Bankruptcy Proceeding against any Grantor, seize Collateral, or exercise other remedies of similar character, then all funds, together with interest earned thereon, held in the DeVry Preferential Payment sub-account in the Special Trust Account and all subsequent Preferential Payments with respect to the DeVry Obligations shall be applied in accordance with the provisions of Section 10.1 above and all funds, together with interest earned thereon, held in the GEI Preferential Payment sub account in the Special Trust Account and all subsequent Preferential Payments with respect to the GEI Obligations shall be applied in accordance with the provisions of Section 10.2 above. Any Secured Party which is aware of the same, shall give the Collateral Agent written notice of any Event of Default which has occurred and which has not been waived or cured within 90 days after the occurrence thereof, provided that failure to give any such notice shall not modify, amend or otherwise prejudice or affect the rights of any Secured Party hereunder.

PREFERENTIAL PAYMENTS AND SPECIAL TRUST ACCOUNT. (a) The Collateral Agent shall give each Secured Benefited Party a written notice (a "Notice of Special Default") promptly promptly, but no later than, three business days after being notified in writing by a Secured Benefited Party that a Special Event of Default has occurred. After the receipt of such Notice of Special Default, all Preferential Payments other than those payments received pursuant to Section 11(b5(b) shall be deposited into the Special Trust Account. The Collateral Agent shall establish separate sub-accounts within the Special Trust Account and shall credit Preferential Payments received with respect to the DeVry Obligations into a sub-account entitled "DeVry Preferential Payments" and shall credit Preferential Payments received with respect to the GEI Obligations into a sub-account entitled "GEI Preferential Payments." Each Secured Benefited Party agrees that no Event of Default shall occur as a result of payments so made on a timely basis to the Collateral Agent. (b) If (i) such Special Event of Default is waived by the Required Banks under the Bank Credit Agreement or any Additional Bank Credit Agreement Lenders or the Required Noteholders or the Required Additional Noteholders, if any, or both, as the case may be, and if no other Event of Default has occurred and is continuing, (ii) such Special Event of Default is cured by the Grantors Obligors or by any waiver, or amendment of the Bank Credit Agreement, any Additional Bank Credit Agreement, the Note Agreement or any Additional the Note Agreement, as the case may be, and if no other Event of Default has occurred and is continuing, continuing or (iii) none of the Secured Benefited Obligations has have not been accelerated and neither the Required Secured Parties nor the Required GEI Secured Majority Benefited Parties have not instructed the Collateral Agent to seek the appointment of a receiver, commence litigation against any GrantorObligor, liquidate the Collateral, commence a Bankruptcy Proceeding against any GrantorObligor, seize Collateral, or exercise other remedies of similar character prior to the 90th day following such Special Event of Default, the Collateral Agent thereupon shall return all amounts, together with their pro rata share of interest earned thereon, held in the Special Trust Account representing payment of any Secured Benefited Obligations to the Secured Benefited Party initially entitled thereto, and no payments thereafter received by a Secured Benefited Party shall constitute a Preferential Payment by reason of such cured or waived Special Event of Default. No payment returned to a Secured Benefited Party for which such Secured Benefited Party has been obligated to make a deposit into the Special Trust Account shall thereafter ever be characterized as a Preferential Payment. If the Special Event of Default is an Event of Default under the terms of the Credit Agreement and the Note Agreement, the Collateral Agent shall not return any payments to the Benefited Parties pursuant to (i) above unless the Required Lenders and the Required Noteholders have each waived such Special Event of Default. (c) Each Secured Benefited Party agrees that, that upon the occurrence of a Special Event of Default, Default it shall (i) promptly notify the Collateral Agent of the receipt of any Preferential Payments, (ii) hold such amounts in trust for the Secured Benefited Parties and act as agent of the Secured Benefited Parties during the time any such amounts are held by it, and (iii) deliver to the Collateral Agent such amounts for deposit into the Special Trust Account. (d) If (i) an Event of Default has occurred and has not been waived or cured within 90 days after the occurrence thereof, (ii) the Secured Benefited Obligations have been accelerated or (iii) the Required Secured Parties or the Required GEI Secured Majority Benefited Parties have instructed the Collateral Agent to seek the appointment of a receiver, commence litigation against any Grantor, liquidate any Collateral, Enforcement or commence a Bankruptcy Proceeding against any Grantor, seize Collateral, or exercise other remedies of similar characterObligor, then all funds, together with interest earned thereon, held in the DeVry Preferential Payment sub-account in the Special Trust Account and all subsequent Preferential Payments with respect to the DeVry Obligations shall be applied in accordance with the provisions of Section 10.1 above and all funds, together with interest earned thereon, held in the GEI Preferential Payment sub account in the Special Trust Account and all subsequent Preferential Payments with respect to the GEI Obligations shall be applied in accordance with the provisions of Section 10.2 4(a) above. Any Secured Party which is aware of the same, shall give the Collateral Agent written notice of any Event of Default which has occurred and which has not been waived or cured within 90 days after the occurrence thereof, provided that failure to give any such notice shall not modify, amend or otherwise prejudice or affect the rights of any Secured Party hereunder.

PREFERENTIAL PAYMENTS AND SPECIAL TRUST ACCOUNT. (a) The Collateral Agent shall give each Secured Benefited Party a written notice (a "Notice of Special Default") promptly after being notified in writing by a Secured Benefited Party that a Special Event of Default has occurred. After the receipt of such Notice of Special Default, all Preferential Payments other than those payments received pursuant to Section 11(b(S)5(b) shall be deposited into the Special Trust Account. The Collateral Agent shall establish separate sub-accounts within the Special Trust Account and shall credit Preferential Payments received with respect to the DeVry Obligations into a sub-account entitled "DeVry Preferential Payments" and shall credit Preferential Payments received with respect to the GEI Obligations into a sub-account entitled "GEI Preferential Payments." Each Secured Benefited Party agrees that no Event event of Default default shall occur as a result of payments so made on a timely basis to the Collateral Agent. (b) If (i) such Special Event of Default is waived by the Required Banks under the Bank Credit Agreement or any Additional Bank Credit Agreement Lenders or the Required Noteholders or the Required Additional Noteholders, if any, or both, as the case may be, and if no other Event of Default has occurred and is continuing, (ii) such Special Event of Default is cured by the Grantors USR or by any amendment of the Bank Credit Agreement, any Additional Bank Credit Agreement, the Note Agreement or any Additional the Note Agreement, as the case may be, and if no other Event of Default has occurred and is continuing, continuing or (iii) none of the Secured Benefited Obligations has have not been accelerated and neither the Required Secured Parties nor the Required GEI Secured Majority Benefited Parties have not instructed the Collateral Agent to seek the appointment of a receiver, commence litigation against any GrantorUSR, liquidate the Collateral, commence a Bankruptcy Proceeding against any GrantorUSR, seize Collateral, or exercise other remedies of similar character prior to the 90th day following such Special Event of Default, the Collateral Agent thereupon shall return all amounts, together with their pro rata share of interest earned thereon, held in the Special Trust Account representing payment of any Secured Benefited Obligations to the Secured Benefited Party initially entitled thereto, and no payments thereafter received by a Secured Benefited Party shall constitute a Preferential Payment by reason of such cured or waived Special Event of Default. No payment returned to a Secured Benefited Party for which such Secured Benefited Party has been obligated to make a deposit into the Special Trust Account shall thereafter ever be characterized as a Preferential Payment. If the Special Event of Default is an Event of Default under the terms of the Credit Agreement and the Note Agreement, the Collateral Agent shall not return any payments to the Benefited Parties pursuant to (i) above unless the Required Lenders and the Required Noteholders have each waived such Special Event of Default. (c) Each Secured Benefited Party agrees that, that upon the occurrence of a Special Event of Default, Default it shall (i) promptly notify the Collateral Agent of the receipt of any Preferential Payments, (ii) hold such amounts in trust for the Secured Benefited Parties and act as agent of the Secured Benefited Parties during the time any such amounts are held by it, and (iii) deliver to the Collateral Agent such amounts for deposit into the Special Trust Account. (d) If (i) an Event of Default has occurred and has not been waived or cured within 90 days after the occurrence thereof, (ii) the Secured Benefited Obligations have been accelerated or (iii) the Required Secured Parties or the Required GEI Secured Majority Benefited Parties have instructed the Collateral Agent to seek the appointment of a receiver, commence litigation against any GrantorUSR, liquidate any the Collateral, commence a Bankruptcy Proceeding against any GrantorUSR, seize Collateral, or exercise other remedies of similar character, then all funds, together with interest earned thereon, held in the DeVry Preferential Payment sub-account in the Special Trust Account and all subsequent Preferential Payments with respect to the DeVry Obligations shall be applied in accordance with the provisions of Section 10.1 above and all funds, together with interest earned thereon, held in the GEI Preferential Payment sub account in the Special Trust Account and all subsequent Preferential Payments with respect to the GEI Obligations shall be applied in accordance with the provisions of Section 10.2 (S)4(a) above. Any Secured Party Lender or any Noteholder which is aware of the same, shall give the Collateral Agent written notice of any Event of Default which has occurred and which has not been waived or cured within 90 days after the occurrence thereof, provided that failure to give any such notice shall not modify, amend or otherwise prejudice or affect the rights of any Secured Party Lender or Noteholder hereunder.

PREFERENTIAL PAYMENTS AND SPECIAL TRUST ACCOUNT. (a) The Collateral Agent shall give each Secured Party a written notice (a "Notice of Special DefaultNOTICE OF SPECIAL DEFAULT") promptly after being notified in writing by a Secured Party that a Special Event of Default has occurred. After the receipt of such Notice of Special Default, all Preferential Payments other than those payments received pursuant to Section 11(b) shall be deposited into the Special Trust Account. The Collateral Agent shall establish separate sub-accounts within the Special Trust Account and shall credit Preferential Payments received with respect to the DeVry Obligations into a sub-account entitled "DeVry Preferential Payments" and shall credit Preferential Payments received with respect to the GEI Obligations into a sub-account entitled "GEI Preferential Payments." Each Secured Party agrees that no Event of Default shall occur as a result of payments so made on a timely basis to the Collateral Agent. (b) If (i) such Special Event of Default is waived by the Required Lender Banks under the Bank Credit Agreement or any Additional Bank Credit Agreement or the Required Noteholders or the Required Additional Noteholders, if any, or both, as the case may be, and if no other Event of Default has occurred and is continuing, (ii) such Special Event of Default is cured by the Grantors or by any amendment of the Bank Credit Agreement, any Additional Bank Credit Agreement, the Note Agreement or any Additional Note Agreement, as the case may be, and if no other Event of Default has occurred and is continuing, continuing or (iii) none of the Secured Obligations has have not been accelerated and neither the Required Secured Parties nor the Required GEI Secured Parties have not instructed the Collateral Agent to seek the appointment of a receiver, commence litigation against any Grantor, liquidate the Collateral, commence a Bankruptcy Proceeding against any Grantor, seize Collateral, or exercise other remedies of similar character prior to the 90th day following such Special Event of Default, the Collateral Agent thereupon shall return all amounts, together with their pro rata share of interest earned thereon, held in the Special Trust Account representing payment of any Secured Obligations to the Secured Party initially entitled thereto, and no payments thereafter received by a Secured Party shall constitute a Preferential Payment by reason of such cured or waived Special Event of Default. No payment returned to a Secured Party for which such Secured Party has been obligated to make a deposit into the Special Trust Account shall thereafter ever be characterized as a Preferential Payment. If the Special Event of Default is an Event of Default under the terms of the Bank Credit Agreement, the Note Agreement or any Additional Note Agreement, the Collateral Agent shall not return any payments to the Secured Parties pursuant to (i) above unless the Required Lender Banks under the Bank Credit Agreement or the Required Noteholders or the Required Additional Noteholders, if any, have waived such Special Event of Default. (c) Each Secured Party agrees that, that upon the occurrence of a Special Event of Default, Default it shall (i) promptly notify the Collateral Agent of the receipt of any Preferential Payments, (ii) hold such amounts in trust for the Secured Parties and act as agent of the Secured Parties during the time any such amounts are held by it, and (iii) deliver to the Collateral Agent such amounts for deposit into the Special Trust Account. (d) If (i) an Event of Default has occurred and has not been waived or cured within 90 days after the occurrence thereof, (ii) the Secured Obligations have been accelerated or (iii) the Required Secured Parties or the Required GEI Secured Parties have instructed the Collateral Agent to seek the appointment of a receiver, commence litigation against any Grantor, liquidate any the Collateral, commence a Bankruptcy Proceeding against any Grantor, seize Collateral, or exercise other remedies of similar character, then all funds, together with interest earned thereon, held in the DeVry Preferential Payment sub-account in the Special Trust Account and all subsequent Preferential Payments with respect to the DeVry Obligations shall be applied in accordance with the provisions of Section 10.1 above and all funds, together with interest earned thereon, held in the GEI Preferential Payment sub account in the Special Trust Account and all subsequent Preferential Payments with respect to the GEI Obligations shall be applied in accordance with the provisions of Section 10.2 11(a) above. Any Secured Party which is aware of the same, shall give the Collateral Agent written notice of any Event of Default which has occurred and which has not been waived or cured within 90 days after the occurrence thereof, provided PROVIDED that failure to give any such notice shall not modify, amend or otherwise prejudice or affect the rights of any Secured Party hereunder.