THE COLLATERAL AGENT
SHALL NOT BE SATISFIED THAT ANY CERTIFICATE DELIVERED PURSUANT TO THE PRECEDING
SENTENCE IS CORRECT, IT SHALL PROMPTLY NOTIFY THE COMPANY IN WRITING, SETTING
FORTH THE REASON FOR ITS FAILURE TO BE SATISFIED. ANY SUCH RELEASE SHALL BE
WITHOUT RECOURSE TO, OR REPRESENTATION OR WARRANTY BY, ANY AGENT AND SHALL NOT
REQUIRE THE CONSENT OF ANY LENDER.
(B)
WITHOUT LIMITING THE PROVISIONS OF SECTION 11.03, THE BORROWERS SHALL
REIMBURSE THE COLLATERAL AGENT FOR ALL COSTS AND EXPENSES, INCLUDING REASONABLE
FEES, CHARGES AND DISBURSEMENTS OF COUNSEL, INCURRED BY IT IN CONNECTION WITH
ANY ACTION CONTEMPLATED BY THIS SECTION.
SECTION 11.17. USA PATRIOT ACT. EACH LENDER AND THE FACILITY AGENT (FOR ITSELF
AND NOT ON BEHALF OF ANY LENDER) HEREBY NOTIFIES EACH OF THE CREDIT PARTIES THAT
PURSUANT TO THE REQUIREMENTS OF THE PATRIOT ACT, IT IS REQUIRED TO OBTAIN,
VERIFY AND RECORD INFORMATION THAT IDENTIFIES CREDIT PARTIES, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF SUCH CREDIT PARTIES AND OTHER INFORMATION THAT
WILL ALLOW SUCH LENDER OR THE FACILITY AGENT, AS APPLICABLE, TO IDENTIFY SUCH
CREDIT PARTIES IN ACCORDANCE WITH THE PATRIOT ACT.
SECTION 11.18. NO FIDUCIARY DUTY. EACH BORROWER, ON BEHALF OF ITSELF AND THE
SUBSIDIARIES, AGREES THAT IN CONNECTION WITH ALL ASPECTS OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND ANY COMMUNICATIONS IN CONNECTION THEREWITH, THE
BORROWERS, THE SUBSIDIARIES AND THEIR AFFILIATES, ON THE ONE HAND, AND THE
AGENTS, THE ISSUING BANK, THE LENDERS AND THEIR AFFILIATES, ON THE OTHER HAND,
WILL HAVE A BUSINESS RELATIONSHIP THAT DOES NOT CREATE, BY IMPLICATION OR
OTHERWISE, ANY FIDUCIARY DUTY ON THE PART OF THE AGENTS, THE ISSUING BANK, THE
LENDERS OR THEIR AFFILIATES, AND NO SUCH DUTY WILL BE DEEMED TO HAVE ARISEN IN
CONNECTION WITH ANY SUCH TRANSACTIONS OR COMMUNICATIONS.
SECTION 11.19. EFFECTIVENESS. THE RIGHTS AND OBLIGATIONS OF ICE HEREUNDER AND
THE OBLIGATIONS OF THE SPANISH TRANCHE LENDERS TO MAKE SPANISH TRANCHE REVOLVING
LOANS AND OF THE ISSUING BANK TO ISSUE SPANISH TRANCHE LETTERS OF CREDIT
HEREUNDER SHALL NOT BECOME EFFECTIVE UNTIL THE DATE ON WHICH THE CONDITIONS SET
FORTH IN SECTION 4.02 ARE SATISFIED (OR WAIVED IN ACCORDANCE WITH
SECTION 11.02).
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101
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
LAUREATE EDUCATION, INC.,
by
/s/ Robert W. Zentz
Name:
Robert W. Zentz
Title:
Secretary
INICIATIVAS CULTURALES DE
ESPAÑA, SL,
by
/s/ Robert W. Zentz
Name:
Robert W. Zentz
Title:
Sole Administrator
JPMORGAN CHASE BANK, N.A.,
as Facility Agent, Swingline Lender, Issuing
Bank and Lender,
by
/s/ Teri Streusand
Name:
Teri Streusand
Title:
Vice President
J. P. MORGAN EUROPE LIMITED,
as London Agent,
by
/s/ Maxine Graves
Name:
Maxine Graves
Title:
Associate
Lender signature page to the
Laureate Education, Inc. Five-Year Credit Agreement
To approve the Credit Agreement:
Name of Lender
BANK OF AMERICA, N.A.
by
/s/ Mary K. Giermek
Name:
Mary K. Giermek
Title:
Senior Vice