on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and
(c)
no joint venture is created hereby or by the other Credit Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Lenders, the Agents and any other Secured Party or among the Grantors and the
Lenders, the Agents and any other Secured Party.
8.13
Additional Grantors. Each Subsidiary of the Borrower that is required to
become a party to this Security Agreement pursuant to Section 9.11 of the Credit
Agreement shall become a Grantor, with the same force and effect as if
originally named as a Grantor herein, for all purposes of this Security
Agreement upon execution and delivery by such Subsidiary of a written supplement
substantially in the form of Annex A hereto. The execution and delivery of any
instrument adding an additional Grantor as a party to this Security Agreement
shall not require the consent of any other Grantor hereunder. The rights and
obligations of each Grantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Grantor as a party to this Security
Agreement.
8.14
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.
8.15
No Novation. This Security Agreement does not extinguish the outstanding
obligations of the Grantors evidenced by the Original Security Agreement or,
except as expressly set forth herein or in the Amendment, discharge or release
any lien or security interest or any other security under the Credit Documents,
all of which liens and security interests shall continue under the Credit
Documents. Nothing herein contained shall be construed as a substitution or
novation of the original obligations under the Original Security Agreement,
which shall remain in full force and effect, except as amended hereby.
[SIGNATURE PAGES FOLLOW]
D-2-25
IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement
to be duly executed and delivered as of the date first above written.
LAUREATE EDUCATION, INC., as Grantor
By:
Name:
Title:
POST-SECONDARY EDUCATION ACQUISITION CORPORATION, as Grantor
By:
Name:
Title:
WALDEN E-LEARNING, LLC, as Grantor
By:
Name:
Title:
THE CANTER GROUP OF COMPANIES, LLC, as Grantor
By:
Name:
Title:
LAUREATE EDUCATION INTERNATIONAL LTD., as Grantor
By:
Name:
Title:
D-2-26
CANTER AND ASSOCIATES, LLC, as Grantor
By:
Name:
Title:
EDUCATIONAL SATELLITE SERVICES, INC., as Grantor
By:
Name:
Title:
WALL STREET INTERNATIONAL HOLDINGS-US I, INC., as Grantor
By:
Name:
Title:
FLEET STREET AVIATION, LLC, as Grantor
By:
Name:
Title:
LEI ADMINISTRATION, LLC, as Grantor
By:
Name:
Title:
EXETER STREET HOLDINGS, LLC, as Grantor
D-2-27
By:
Name:
Title:
D-2-28
CITIBANK, N.A., as Collateral Agent
By:
Name:
Title:
D-2-29
ANNEX A TO THE
SECURITY AGREEMENT
SUPPLEMENT NO. [
] dated as of [
], to the Amended and Restated
Security Agreement dated as of April 26, 2017 (as amended, restated,
supplemented or