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]
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F-1
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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:
[SIGNATURE PAGE TO SECURITY AGREEMENT]
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THE CANTER GROUP OF COMPANIES, LLC, as Grantor
By:
Name:
Title:
LAUREATE EDUCATION INTERNATIONAL LTD., as Grantor
By:
Name:
Title:
CANTER AND ASSOCIATES, LLC, as Grantor
By:
Name:
Title:
EDUCATIONAL SATELLITE SERVICES, INC., as Grantor
[SIGNATURE PAGE TO SECURITY AGREEMENT]
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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:
[SIGNATURE PAGE TO SECURITY AGREEMENT]
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Name:
Title:
EXETER STREET HOLDINGS, LLC, as Grantor
By:
Name:
Title:
[SIGNATURE PAGE TO SECURITY AGREEMENT]
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CITIBANK, N.A., as Collateral Agent
By:
Authorized Signatory
[SIGNATURE PAGE TO SECURITY AGREEMENT]
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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 otherwise modified or replaced through the date hereof, the
"Security Agreement") among Laureate Education, Inc., a Delaware public benefit
corporation (the "Borrower"), each subsidiary of the Borrower listed on the
signature pages thereto (each such subsidiary individually a "Subsidiary
Grantor" and, collectively, the "Subsidiary Grantors"; the Subsidiary Grantors
and the Borrower are referred to collectively herein as the "Grantors"), and
Citibank, N.A., as collateral agent (in such capacity, the "Collateral Agent")
under the Credit Agreement referred to below.
A.
Reference is made to that certain Credit Agreement, dated as of April 26,
2017 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement") among the Borrower, the lenders or
other financial institutions or entities from time to time party thereto (the
"Lenders"), and Citibank, N.A., as Administrative Agent and Collateral Agent.
B.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Security Agreement.
C.
The Grantors