EX-10.65 Second Lien Security Agrmt.



 





Exhibit 10.65




EXECUTION COPY




SECOND LIEN SECURITY AGREEMENT




Dated July 31, 2007




From




TERREMARK WORLDWIDE, INC.,




and the other Grantors referred to herein,




as Grantors




to




CREDIT SUISSE,




as Collateral Agent



 


 


 


 


 




Terremark — Second Lien Security Agreement





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Section	 	 	 	Page
	Section 1.

	 	Grant of Security
	 	 	5	 
	Section 2.

	 	Security for Obligations
	 	 	9	 
	Section 3.

	 	Grantors Remain Liable
	 	 	9	 
	Section 4.

	 	Delivery and Control of Security Collateral
	 	 	9	 
	Section 5.

	 	Maintaining the Account Collateral
	 	 	10	 
	Section 6.

	 	Release of Amounts
	 	 	12	 
	Section 7.

	 	Maintaining Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights and Giving
Notice of Commercial Tort Claims
	 	 	12	 
	Section 8.

	 	Representations and Warranties
	 	 	12	 
	Section 9.

	 	Further Assurances
	 	 	17	 
	Section 10.

	 	As to Equipment and Inventory
	 	 	18	 
	Section 11.

	 	Insurance
	 	 	18	 
	Section 12.

	 	Post-Closing Changes; Bailees; Collections on Assigned Agreements,
	 	 	19	 
	Section 13.

	 	Receivables and Related Contracts
As to Intellectual Property Collateral
	 	 	20	 
	Section 14.

	 	Voting Rights; Dividends; Etc.
	 	 	21	 
	Section 15.

	 	As to the Assigned Agreements
	 	 	22	 
	Section 16.

	 	Payments Under the Assigned Agreements
	 	 	22	 
	Section 17.

	 	As to Letter-of-Credit Rights
	 	 	22	 
	Section 18.

	 	Transfers and Other Liens; Additional Shares
	 	 	23	 
	Section 19.

	 	Collateral Agent Appointed Attorney-in-Fact
	 	 	23	 
	Section 20.

	 	Collateral Agent May Perform
	 	 	24	 
	Section 21.

	 	The Collateral Agent’s Duties
	 	 	24	 
	Section 22.

	 	Remedies
	 	 	24	 
	Section 23.

	 	Indemnity and Expenses
	 	 	26	 
	Section 24.

	 	Amendments; Waivers; Additional Grantors; Etc.
	 	 	26	 





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	Section	 	 	 	Page
	Section 25.

	 	Notices, Etc
	 	 	26	 
	Section 26.

	 	Continuing Security Interest; Assignments under the Credit Agreement
	 	 	27	 
	Section 27.

	 	Release; Termination
	 	 	27	 
	Section 28.

	 	Execution in Counterparts
	 	 	28	 
	Section 29.

	 	The Mortgages
	 	 	28	 
	Section 30.

	 	Intercreditor Agreement
	 	 	28	 
	Section 31.

	 	Governing Law
	 	 	28	 






	 	 	 	 	 
	Schedules	 	 
	Schedule I

	 	-
	 	Location, Chief Executive Office, Place Where Agreements Are Maintained, Type of Organization,
Jurisdiction of Organization And Organizational Identification Number
	Schedule II

	 	-
	 	Pledged Interests and Pledged Debt
	Schedule III

	 	-
	 	Assigned Agreements
	Schedule IV

	 	-
	 	Locations of Equipment and Inventory
	Schedule V

	 	-
	 	Changes in Name, Location, Etc.
	Schedule VI

	 	-
	 	Patents, Trademarks and Trade Names, Copyrights and IP Agreements
	Schedule VII

	 	-
	 	Account Collateral
	Schedule VIII

	 	-
	 	Commercial Tort Claims
	Schedule IX

	 	-
	 	Letters of Credit
	 
	 	 	 	 
	Exhibits	 	 
	Exhibit A

	 	-
	 	Form of Second Lien Security Agreement Supplement
	Exhibit B

	 	-
	 	Form of Account Control Agreement (Deposit Account/Securities Account)
	Exhibit C

	 	-
	 	Form of Second Lien Intellectual Property Security Agreement
	Exhibit D

	 	-
	 	Form of Second Lien Intellectual Property Security Agreement Supplement





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SECOND LIEN SECURITY AGREEMENT




     SECOND LIEN SECURITY AGREEMENT dated July 31, 2007 made by Terremark Woldwide, Inc., a
Delaware corporation (the “Borrower”), the other Persons listed on the signature pages hereof and
the Additional Grantors (as defined in Section 24) (the Borrower and the Persons so listed
and the Additional Grantors being, collectively, the “Grantors”), to Credit Suisse, acting through
one or more of its branches, or any Affiliate thereof (“Credit Suisse”), as second lien collateral
agent (in such capacity, together with any successor collateral agent appointed pursuant to Article
IX of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured
Parties (as defined in the Credit Agreement).



     PRELIMINARY STATEMENTS:



     (1) The Borrower has entered into a Second Lien Senior Secured Credit Agreement dated as of
July 31, 2007 (as may hereafter be amended, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”) with the Lenders and Credit Suisse, as
Administrative Agent and as Collateral Agent (each as defined therein).



     (2) Pursuant to the Credit Agreement, the Grantors are entering into this Agreement in order
to grant to the Collateral Agent for the ratable benefit of the Secured Parties a security interest
in the Collateral (as hereinafter defined).



     (3) Each Grantor is the owner of the shares of stock or other Equity Interests (the “Initial
Pledged Interests”) set forth opposite such Grantor’s name on and as otherwise described in Part I
of Schedule II hereto and issued by the Persons named therein and of the indebtedness (the “Initial
Pledged Debt”) set forth opposite such Grantor’s name on and as otherwise described in Part II of
Schedule II hereto and issued by the obligors named therein.



     (4) The Grantors have opened deposit accounts (the “Deposit Accounts”) with banks, in the name
of the applicable Grantor and subject to the terms of this Agreement, as described in Schedule VII
hereto.



     (5) The Borrower is the beneficiary under certain letters of credit as described in Schedule
IX.



     (6) It is a condition precedent to the making of Term Loans by the Lenders that the Grantors
shall have granted the assignment and security interest and made the pledge and assignment
contemplated by this Agreement.



     (7) Each Grantor will derive substantial direct and indirect benefit from the transactions
contemplated by the Loan Documents.



     (8) Capitalized terms used herein and not otherwise defined in this Agreement are used in this
Agreement as defined in the Credit Agreement. Further, unless otherwise defined in this Agreement
or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) and/or in
the Federal Book Entry Regulations (as defined below) are used in this Agreement as such terms are
defined in such Article 8 or 9 and/or the Federal Book Entry Regulations. “UCC” means the Uniform
Commercial Code as in effect, from time to time, in the State of New York; provided that,
if perfection or the effect of perfection or non-perfection or the priority of any security
interest in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New



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York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection, effect of
perfection or non-perfection or priority. The term “Federal Book Entry Regulations” means (a) the
federal regulations contained in Subpart B (“Treasury/Reserve Automated Debt Entry System
(TRADES)”) governing book-entry securities consisting of U.S. Treasury bills, notes and bonds and
Subpart D (“Additional Provisions”) of 31 C.F.R. Part 357, 31 C.F.R. § 357.2, § 357.10 through §
357.15 and § 357.40 through § 357.45 and (b) to the extent substantially similar to the federal
regulations referred to in clause (a) above (as in effect from time to time), the federal
regulations governing other book-entry securities.




     NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make
Term Loans, each Grantor hereby agrees with the Collateral Agent for the ratable benefit of the
Secured Parties as follows:



     Section 1. Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured
Parties, a security interest in such Grantor’s right, title and interest in and to the following,
in each case, as to each type of property described below, whether now owned or hereafter acquired
by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively,
the “Collateral”):





     (a) all equipment in all of its forms, including, without limitation, all machinery,
tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof and
all accessions thereto, including, without limitation, computer programs and supporting
information that constitute equipment within the meaning of the UCC and all software that is
embedded in and is part of such equipment (any and all such property being the “Equipment”);




     (b) all inventory in all of its forms, including, without limitation, (i) all raw
materials, work in process, finished goods and materials used or consumed in the
manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor
has an interest in mass or a joint or other interest or right of any kind (including,
without limitation, goods in which such Grantor has an interest or right as consignee) and
(iii) goods that are returned to or repossessed or stopped in transit by such Grantor), and
all accessions thereto and products thereof and documents therefor, including, without
limitation, computer programs and supporting information that constitute inventory within
the meaning of the UCC and all software that is embedded in and is part of such inventory
(any and all such property being the “Inventory”);




     (c) all accounts, chattel paper (including, without limitation, tangible chattel paper
and electronic chattel paper), instruments (including, without limitation, promissory
notes), deposit accounts, letter-of-credit rights, general intangibles (including, without
limitation, payment intangibles) and other obligations of any kind, whether or not arising
out of or in connection with the sale or lease of goods or the rendering of services and
whether or not earned by performance, and all rights now or hereafter existing in and to all
supporting obligations and in and to all security agreements, mortgages, Liens, leases,
letters of credit and other contracts securing or otherwise relating to the foregoing
property (any and all of such accounts, chattel paper, instruments, deposit accounts,
letter-of-credit rights, general intangibles and other obligations, to the extent not
referred to in clause (d), (e), (f) or (g) below, being the “Receivables”, and any and all
such supporting obligations, security agreements, mortgages, Liens, leases, letters of
credit and other contracts being the “Related Contracts”);





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     (d) the following (the “Security Collateral”):





     (i) the Initial Pledged Interests and the certificates, if any, representing
the Initial Pledged Interests, and all dividends, distributions, return of capital,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Initial
Pledged Interests and all warrants, rights or options issued thereon or with respect
thereto;




     (ii) the Initial Pledged Debt and the instruments, if any, evidencing the
Initial Pledged Debt, and all interest, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Initial Pledged Debt;




     (iii) all additional shares of stock and other Equity Interests from time to
time acquired by such Grantor in any manner (such shares and other Equity Interests,
together with the Initial Pledged Interests, being the “Pledged Interests”), and the
certificates, if any, representing such additional shares or other Equity Interests,
and all dividends, distributions, return of capital, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of such shares or other Equity Interests and all
warrants, rights or options issued thereon or with respect thereto;




     (iv) all additional indebtedness from time to time owed to such Grantor (such
indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and
the instruments, if any, evidencing such indebtedness, and all interest, cash,
instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such indebtedness; and




     (v) all other investment property (including, without limitation, all (A)
securities, whether certificated or uncertificated, (B) security entitlements, (C)
securities accounts, (D) commodity contracts and (E) commodity accounts) in which
such Grantor has now, or acquires from time to time hereafter, any right, title or
interest in any manner, and the certificates or instruments, if any, representing or
evidencing such investment property, and all dividends, distributions, return of
capital, interest, distributions, value, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such investment property and all warrants, rights or
options issued thereon or with respect thereto;




     (e) each of the agreements listed on Schedule III hereto and each IP Agreement (as
hereinafter defined) to which such Grantor is now or may hereafter become a party, in each
case as such agreements may be amended, amended and restated, supplemented or otherwise
modified from time to time (collectively, the “Assigned Agreements”), including, without
limitation, (i) all rights of such Grantor to receive moneys due and to become due under or
pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of
any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements,
(iii) claims of such Grantor for damages arising out of or for breach of or default under
the Assigned Agreements and (iv) the right of such Grantor to terminate the Assigned
Agreements, to perform thereunder and to compel performance and otherwise exercise all
remedies thereunder (all such Collateral being the “Agreement Collateral”);



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     (f) the following (collectively, the “Account Collateral”):




     (i) the Deposit Accounts, any cash collateral account referred to in Section 12
hereof (a “Cash Collateral Account”) and all funds and financial assets from time to
time credited thereto (including, without limitation, all Cash Equivalents), all
interest, dividends, distributions, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such funds and financial assets, and all certificates and
instruments, if any, from time to time representing or evidencing the Deposit
Accounts or any such Cash Collateral Account;




     (ii) all promissory notes, certificates of deposit, deposit accounts, checks
and other instruments from time to time delivered to or otherwise possessed by the
Collateral Agent for or on behalf of such Grantor, including, without limitation,
those delivered or possessed in substitution for or in addition to any or all of the
then existing Account Collateral; and




     (iii) all interest, dividends, distributions, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of the then existing Account Collateral;




     (g) the following (collectively, the “Intellectual Property Collateral”):




     (i) all patents, patent applications, utility models and statutory invention
registrations, all inventions claimed or disclosed therein and all improvements
thereto (“Patents”);




     (ii) all trademarks, service marks, domain names, trade dress, logos, designs,
slogans, trade names, business names, corporate names and other source identifiers,
whether registered or unregistered, together, in each case, with the goodwill
symbolized thereby (“Trademarks”);




     (iii) all copyrights, including, without limitation, copyrights in Computer
Software (as hereinafter defined), internet web sites and the content thereof,
whether registered or unregistered (“Copyrights”);




     (iv) all computer software, programs and databases (including, without
limitation, source code, object code and all related applications and data files),
firmware and documentation and materials relating thereto, together with any and all
maintenance rights, service rights, programming rights, hosting rights, test rights,
improvement rights, renewal rights and indemnification rights and any substitutions,
replacements, improvements, error corrections, updates and new versions of any of
the foregoing (“Computer Software”);




     (v) all confidential and proprietary information, including, without
limitation, know-how, trade secrets, manufacturing and production processes and
techniques, inventions, research and development information, databases and data,
including, without limitation, technical data, financial, marketing and business
data, pricing and cost information, business and marketing plans and customer and
supplier lists and information (collectively, “Trade Secrets”), and all other
intellectual, industrial and intangible property of any type, including, without
limitation, industrial designs and mask works;



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     (vi) all registrations and applications for registration for any of the
foregoing (provided that no security interest shall be granted in United States
intent-to-use trademark applications to the extent that, and solely during the
period in which, the grant of a security interest therein would impair the validity
or enforceability of such intent-to-use trademark applications under applicable
federal law), including, without limitation, those registrations and applications
for registration set forth in Schedule VI hereto (as such Schedule VI may be
supplemented from time to time by supplements to this Agreement, each such
supplement being substantially in the form of Exhibit D hereto (an “IP Security
Agreement Supplement”) executed by such Grantor to the Collateral Agent from time to
time), together with all reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations thereof;




     (vii) all tangible embodiments of the foregoing, all rights in the foregoing
provided by international treaties or conventions, all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto;




     (viii) all agreements, permits, consents, orders and franchises relating to the
license, development, use or disclosure of any of the foregoing to which such
Grantor, now or hereafter, is a party or a beneficiary, including, without
limitation, the agreements set forth in Schedule VI hereto (“IP Agreements”); and




     (ix) any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to sue for
and collect, or otherwise recover, such damages;




     (h) all commercial tort claims described in Schedule VIII hereto (collectively the
“Commercial Tort Claims Collateral”);




     (i) all books and records (including, without limitation, customer lists, credit files,
printouts and other computer output materials and records) of such Grantor pertaining to any
of the Collateral; and




     (j) all proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating to, any and
all of the Collateral (including, without limitation, proceeds, collateral and supporting
obligations that constitute property of the types described in clauses (a) through (i) of
this Section 1 and this clause (j)) and, to the extent not otherwise included, all (A)
payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or
any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise
with respect to any of the foregoing Collateral, (B) tort claims, including, without
limitation, all commercial tort claims and (C) cash;


provided, however, that (i) any pledge pursuant to the provisions of this Section 1
of the capital stock or other Equity Interests in any Subsidiary that is not a Domestic Subsidiary,
where such Subsidiary is a “controlled foreign corporation” under Section 957 of the U.S. Internal
Revenue Code and the pledge of any greater percentage would result in material adverse tax
consequences to the Borrower, shall be limited to 65% of such capital stock or other Equity
Interests (or such greater percentage as shall not result in such material adverse tax
consequences), (ii) notwithstanding anything to the contrary contained in clause (g) above,
Intellectual Property Collateral shall not include intellectual property in relation to which any
applicable law or regulation, or any agreement with a domain name registrar or any other

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Person entered into by the Grantor in the ordinary course of business and existing on the date
hereof, prohibits the creation of a security interest therein or would otherwise invalidate such
Grantor’s right, title or interest therein; and (iii) the security interest granted herein shall
not extend to and the term “Collateral” shall not include any lease, license, contract, property
rights or agreements to which any Grantor is a party or any of its rights (including property
rights with respect to the equipment) or interests thereunder if and for so long as the grant of
such security interest shall constitute or result in (x) the abandonment, invalidation or
unenforceability of any right, title or interest of any debtor therein or (y) in a breach or
termination pursuant to the terms of, or a default under any such lease, license, contract or
agreement (other than to the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any
relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of
equity); provided, however, that such security interest shall attach immediately at
such time as the condition causing such abandonment, invalidation or unenforceability shall be
remedied and to the extent severable, shall attach immediately to any portion of such lease,
license, contract, or agreement that does not result in any of the consequences specified in (x) or
(y) above.




     Section 2. Security for Obligations. This Agreement secures, in the case of each Grantor, the payment of all Obligations of such
Grantor now or hereafter existing under the Loan Documents, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations, interest, fees, premiums,
penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such
Obligations being the “Secured Obligations”). Without limiting the generality of the foregoing,
this Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the
Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents
but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving a Loan Party.



     Section 3. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under
the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein
to perform all of its duties and obligations thereunder to the same extent as if this Agreement had
not been executed, (b) the exercise by the Collateral Agent of any of the rights hereunder shall
not release any Grantor from any of its duties or obligations under the contracts and agreements
included in the Collateral and (c) no Secured Party shall have any obligation or liability under
the contracts and agreements included in the Collateral by reason of this Agreement or any other
Loan Document, nor shall any Secured Party be obligated to perform any of the obligations or duties
of any Grantor thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.



     Section 4. Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral shall
be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless delivered
to and held by the First Lien Collateral Agent pursuant to the First Lien Loan Documents) and shall
be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments
of transfer or assignment in blank, all in form and substance reasonably satisfactory to the
Collateral Agent. If an Event of Default shall have occurred and be continuing, the Collateral
Agent shall have the right (i) at any time to exchange certificates or instruments representing or
evidencing Security Collateral for certificates or instruments of smaller or larger denominations
and (ii) at any time in its discretion and without notice
to any Grantor, to transfer to or to register in the name of the Collateral Agent or any of
its nominees any or all of the Security Collateral, subject only to the revocable rights specified
in Section 14(a).



     (b) With respect to any Security Collateral in which any Grantor has any right, title or
interest and that constitutes an uncertificated security, such Grantor will cause any issuer
thereof that is a Loan Party or a Subsidiary of a Loan Party, and will use commercially reasonable
efforts to cause the


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issuer thereof if such issuer is not a Loan Party or a Subsidiary of a Loan
Party, either (i) to register the Collateral Agent as the registered owner of such security (unless
the First Lien Collateral Agent is already so registered) or (ii) to agree in an authenticated
record with such Grantor and the Collateral Agent that such issuer will comply with instructions
with respect to such security originated by the Collateral Agent without further consent of such
Grantor, such authenticated record to be in form and substance satisfactory to the Collateral
Agent. With respect to any Security Collateral in which any Grantor has any right, title or
interest and that is not an uncertificated security, upon the request of the Collateral Agent upon
the occurrence and during the continuance of an Event of Default, such Grantor will notify each
issuer of Pledged Interests pledged by such Grantor that such Pledged Interests is subject to the
security interest granted hereunder.




     (c) With respect to any Security Collateral in which any Grantor has any right, title or
interest and that constitutes a security entitlement in which the Collateral Agent is not the
entitlement holder, such Grantor will cause the securities intermediary with respect to such
security entitlement either (i) to identify in its records the Collateral Agent as the entitlement
holder of such security entitlement against such securities intermediary (unless the First Lien
Collateral Agent is already so identified) or (ii) no later than 60 days after the date hereof (or
such later date as may be specified by the Collateral Agent in its sole discretion), to agree in an
authenticated record with such Grantor and the Collateral Agent that such securities intermediary
will comply with entitlement orders (that is, notifications communicated to such securities
intermediary directing transfer or redemption of the financial asset to which such Grantor has a
security entitlement) originated by the Collateral Agent without further consent of such Grantor,
such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form
and substance reasonably satisfactory to the Collateral Agent.



     (d) No Grantor will change or add any securities intermediary that maintains any securities
account in which any of the Collateral is credited or carried, or change or add any such securities
account, without first complying with the above provisions of this Section 4 in order to perfect
the security interest granted hereunder in such Collateral.



     (e) Upon the request of the Collateral Agent upon the occurrence and during the continuance of
an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged
Debt pledged by such Grantor is subject to the security interest granted hereunder.



     Section 5. Maintaining the Account Collateral. So long as any Term Loan or any other Obligation (other than Unaccrued Indemnity Claims) of
any Loan Party under any Loan Document shall remain unpaid or unsatisfied or any Lender shall have
any Term Commitment under the Credit Agreement:




     (a) No later than 15 days after the date hereof (or such later date as may be consented
to by the Required Lenders (which consent may not be unreasonably withheld)), at all times
thereafter, each Grantor will maintain all Account Collateral (other than accounts
specifically designated to the Administrative Agent in writing as (i) trust accounts (to the
extent of amounts held therein in trust in the ordinary course of business on behalf of
third parties who are not Loan Parties or Subsidiaries of Loan Parties) or (ii) payroll
accounts (the balances in
which shall not exceed in the aggregate for all accounts referred to in this clause
(ii) $3,000,000 at any one time), such accounts in clauses (i) and (ii) of this Section 5(a)
being referred to herein as “Restricted Accounts”) only with the Collateral Agent or with a
bank (the “Pledged Account Bank”) that has agreed, in a record authenticated by the Grantor,
the Collateral Agent and such Pledged Account Bank, to (A) comply with instructions
originated by the Collateral Agent directing the disposition of funds in the Account
Collateral without the further consent of the Grantor following the occurrence of an Event
of Default and (B) waive or subordinate in favor of


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the Collateral Agent all claims of the
Pledged Account Bank (including, without limitation, claims by way of a security interest,
lien or right of setoff or right of recoupment) to the Account Collateral, which
authenticated record shall be substantially in the form of Exhibit B hereto, or shall
otherwise be in form and substance reasonably satisfactory to the Collateral Agent (an
“Account Control Agreement”); provided that, with respect to any newly created
Account Collateral, each Grantor will be required to comply with the foregoing requirements
with respect to such newly created Account Collateral no later than 5 days after the
creation of such Account Collateral.




     (b) Each Grantor agrees that it will not add any bank that maintains a deposit account
for such Grantor or open any new deposit account with any then existing Pledged Account Bank
(in each case unless (i) in respect of a Restricted Account or (ii) in respect of an account
with a value of less than $25,000, provided that the aggregate value of all such accounts
excluded under this clause (ii) shall not exceed $100,000) unless, (A) the Collateral Agent
shall have received at least 10 days’ prior written notice of such additional bank or such
new deposit account and (B) the Collateral Agent shall have received, in the case of a bank
or Pledged Account Bank that is not the Collateral Agent, an Account Control Agreement
authenticated by such new bank and such Grantor, or a supplement to an existing Account
Control Agreement with such then existing Pledged Account Bank, covering such new deposit
account (and, upon the receipt by the Collateral Agent of such Account Control Agreement or
supplement, Schedule VII hereto shall be automatically amended to include such Deposit
Account). Upon a Grantor’s termination of any bank as a Pledged Account Bank or termination
of any Account Collateral, such Grantor shall promptly give notice of such termination to
the Collateral Agent (and, upon such termination, Schedule VII hereto shall be automatically
amended to delete such Pledged Account Bank and Deposit Account); provided,
however, that, unless the Collateral Agent has given its express consent, no Grantor
may (1) terminate any bank as a Pledged Account Bank with respect to any Cash Collateral
Account, (2) terminate any Cash Collateral Account, or (3) terminate any bank as a Pledged
Account Bank if an Event of Default has occurred and is continuing.




     (c) Upon any termination by a Grantor of any Deposit Account (other than a Restricted
Account) by such Grantor, or any Pledged Account Bank with respect thereto, such Grantor
will immediately (i) transfer all funds and property held in such terminated Deposit Account
to another Deposit Account listed in Schedule VII or to a Cash Collateral Account and (ii)
notify all Persons obligated at any time to make any payment to such Grantor for any reason
that were making payments to such Deposit Account to make all future payments to another
Deposit Account listed in Schedule VII hereto or to a Cash Collateral Account, in each case
so that the Collateral Agent shall have a continuously perfected security interest in such
Account Collateral, funds and property. Each Grantor agrees to terminate any or all Account
Control Agreements upon request by the Collateral Agent.




     (d) The Collateral Agent shall have sole right to direct the disposition of funds with
respect to any Cash Collateral Account; and it shall be a term and condition of any Cash
Collateral Account, notwithstanding any term or condition to the contrary in any other
agreement relating to any Cash Collateral Account, that no amount (including, without
limitation, interest on
Cash Equivalents credited thereto) will, except on the Collateral Agent’s instructions,
be paid or released to or for the account of, or withdrawn by or for the account of, the
Borrower or any other Person from any Cash Collateral Account.




     (e) If an Event of Default shall have occurred and be continuing, the Collateral Agent
may, at any time and without notice to, or consent from, the Grantor, (i) transfer, or
direct the transfer of, funds from the Account Collateral to satisfy the Grantor’s
obligations under the Loan Documents and (ii) transfer, or direct the transfer of, funds
from the Deposit Accounts to a Cash Collateral Account.


Terremark — Second Lien Security Agreement




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     Section 6. Release of Amounts. So long as no Default under Section 8.01(a) or (f) of the Credit Agreement or Event
of Default shall have occurred and be continuing, the Collateral Agent will pay and release, or
direct the applicable Pledged Account Bank to pay and release, to the Borrower or at its order or,
at the request of the Borrower, to the Administrative Agent to be applied to the Obligations of the
Borrower under the Loan Documents, such amount, if any, as is then on deposit in any Cash
Collateral Account to the extent permitted to be released under the terms of the Credit Agreement.



     Section 7. Maintaining Electronic Chattel Paper, Transferable Records and Letter-of-Credit
Rights and Giving Notice of Commercial Tort Claims. So long as any Term Loan or any other Obligation (other than Unaccrued Indemnity Claims) of
any Loan Party under any Loan Document shall remain unpaid or unsatisfied or any Lender shall have
any Term Commitment under the Credit Agreement:




     (a) Each Grantor will maintain all (i) electronic chattel paper so that the Collateral
Agent has control of the electronic chattel paper in the manner specified in Section 9-105
of the UCC and (ii) all transferable records so that the Collateral Agent has control of the
transferable records in the manner specified in Section 16 of the Uniform Electronic
Transactions Act, as in effect in the jurisdiction governing such transferable record
(“UETA” ); and




     (b) Each Grantor will promptly give notice to the Collateral Agent of any commercial
tort claim greater than the Threshold Amount that may arise in the future and will promptly
execute or otherwise authenticate a supplement to this Agreement, and otherwise take all
necessary action, to subject such commercial tort claim, subject to the Intercreditor
Agreement, to the security interest created under this Agreement.



     Section 8. Representations and Warranties. Each Grantor represents and warrants as follows:




     (a) Such Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is
correctly set forth in Schedule I hereto. Within the past 5 years, such Grantor has only
the trade names listed on Schedule VI hereto. Such Grantor is located (within the meaning
of Section 9-307 of the UCC) and has its chief executive office in the state or jurisdiction
set forth in Schedule I hereto. The information set forth in Schedule I hereto with respect
to such Grantor is true and accurate in all respects. Such Grantor has not within the last
5 years changed its legal name, as defined in Section 9-503(a) of the UCC, location (within
the meaning of Section 9-307 of the
UCC), chief executive office, place where it maintains its agreements, type of
organization, jurisdiction of organization or organizational identification number from
those set forth in Schedule I hereto except as disclosed in Schedule V hereto.




     (b) All of the Equipment and Inventory of such Grantor, other than Equipment and
Inventory out for repair, in transit, on consignment or in the possession of lessees in the
ordinary course of business, are located at the places specified therefor in Schedule IV
hereto, as such Schedule IV may be amended from time to time pursuant to Section 10(a). All
Security Collateral consisting of certificated securities and instruments with an individual
face value in excess of $100,000 have been delivered to the Collateral Agent;
provided that, Security Collateral that is not required to be delivered to the
Collateral Agent pursuant to the foregoing shall not exceed an aggregate face value of
$500,000. All originals of all chattel paper that evidence


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Receivables individually or in
the aggregate in an amount in excess of $100,000 have been delivered to the Collateral
Agent, in each case to the extent that the delivery thereof to the Collateral Agent is
required under Section 4. None of the Receivables or Agreement Collateral is evidenced by a
promissory note or other instrument that has not been delivered to the Collateral Agent as
required hereunder.




     (c) Such Grantor is the legal and beneficial owner of the Collateral of such Grantor
free and clear of any Lien, claim, option, or right of others, other than Liens permitted
under the Credit Agreement. No Grantor has authorized the filing of any effective financing
statement or other instrument similar in effect covering all or any part of such Collateral
or listing such Grantor or, to such Grantor’s knowledge, any trade name of such Grantor, as
debtor in any recording office and, to the best knowledge of such Grantor, no such financing
statement (whether or not authorized by such Grantor) is on file in any recording office,
except such as may have been filed in favor of the Collateral Agent relating to the Loan
Documents or as otherwise permitted under the Credit Agreement.




     (d) Such Grantor has exclusive possession and control of the Equipment and Inventory
other than Inventory out for repair, in transit, on consignment or in the possession of
lessees in the ordinary course of business, or stored at any leased premises or warehouse.
All leased premises or warehouses storing Inventory are so indicated by an asterisk on
Schedule IV hereto, as such Schedule IV may be amended from time to time pursuant to Section
10(a). In the case of Equipment and Inventory located on leased premises or in warehouses,
no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or
Inventory is located has (i) issued any warehouse receipt or other receipt in the nature of
a warehouse receipt in respect of any Equipment or Inventory, (ii) issued any document for
any of such Grantor’s Equipment or Inventory, (iii) to the Grantor’s knowledge, received
notification of any secured party’s interest (other than the security interest granted
hereunder) in such Grantor’s Equipment or Inventory or (iv) any Lien, claim or charge (based
on contract, statute or otherwise) on such Equipment and Inventory, other than Liens created
or permitted under the Credit Agreement.




     (e) The Pledged Interests of a Loan Party or Subsidiary of a Loan Party pledged by such
Grantor hereunder have been duly authorized and validly issued and are fully paid and
non-assessable. With respect to any Pledged Interests that are uncertificated securities,
such Grantor has caused the issuer thereof, if such issuer is a Subsidiary of such Grantor
(otherwise such Grantor shall use commercially reasonable efforts to cause the issuer
thereof) either (i) to register the Collateral Agent as the registered owner of such
securities (unless the First Lien Collateral Agent is already so registered) or (ii) to
agree in an authenticated record with such Grantor and the Collateral Agent that such issuer
will comply with instructions with respect to such securities originated by the Collateral
Agent without further consent of such Grantor. If
such Grantor is an issuer of Pledged Interests, such Grantor confirms that it has
received notice of such security interest. The Pledged Debt of a Loan Party or Subsidiary
of a Loan Party pledged by such Grantor hereunder has been duly authorized, authenticated or
issued and delivered, is the legal, valid and binding obligation of each issuer thereof, is
evidenced by one or more promissory notes (which notes with an individual face value in
excess of $100,000 have been delivered to the Collateral Agent (or the First Lien Collateral
Agent)) and is not in default; provided that, notes that are not required to be
delivered to the Collateral Agent pursuant to the foregoing shall not exceed an aggregate
face value of $500,000.


Terremark — Second Lien Security Agreement




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     (f) The Initial Pledged Interests pledged by such Grantor constitute the percentage of
the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II
hereto. The Initial Pledged Debt constitutes all of the outstanding indebtedness owed to
such Grantor by the issuers thereof and is outstanding in the principal amount indicated on
Schedule II hereto.




     (g) All of the investment property owned by such Grantor is listed on Schedule II
hereto.




     (h) Such Grantor has no deposit accounts, other than the Account Collateral listed on
Schedule VII hereto, as such Schedule VII may be amended from time to time pursuant to
Section 5(b), and legal, binding and enforceable Account Control Agreements are in effect
for each deposit account that constitutes Account Collateral (other than Account Collateral
consisting of deposit accounts maintained with the Collateral Agent), except to the extent
such Account Control Agreements are not required by Section 5(a).




     (i) Such Grantor is not a beneficiary or assignee under any letter of credit, other
than the letters of credit described in Schedule IX hereto, as such Schedule IX may be
amended from time to time.




     (j) All filings and other actions (including, without limitation, (A) actions necessary
to obtain control of Collateral as provided in Sections 9-104, 9-105 and 9-107 of the UCC
and Section 16 of UETA and (B) actions necessary to perfect the Collateral Agent’s security
interest with respect to Collateral evidenced by a certificate of ownership to the extent
such actions are required by the terms of this Agreement) necessary to perfect the security
interest in the Collateral of such Grantor created under this Agreement have been (or
contemporaneously herewith will be) duly made or taken and are (or, upon filing or taking of
such other actions, will be) in full force and effect, and this Agreement creates in favor
of the Collateral Agent for the benefit of the Secured Parties a valid and, together with
such filings and other actions, perfected second priority security interest in the
Collateral of such Grantor, subject to Liens permitted under the Credit Agreement, securing
the payment of the Secured Obligations.




     (k) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is required for (i)
the grant by such Grantor of the security interest granted hereunder or for the execution,
delivery or performance of this Agreement by such Grantor, (ii) the perfection or
maintenance of the security interest created hereunder (including the second priority nature
of such security interest, subject to Liens permitted under the Credit Agreement to be prior
to such security interest), except for the filing of financing and continuation statements
under the UCC, which financing statements have been (or contemporaneously herewith will be)
duly filed and are (or, upon filing, will be) in full force and effect, the recordation of
the Intellectual Property Security Agreements referred to in Section 13(f) with the U.S.
Patent and Trademark Office and the U.S. Copyright Office, which Agreements have been (or
contemporaneously herewith will be) duly submitted for recordation
and are (or, upon such submission, will be) in full force and effect, and the actions
described in Section 4 with respect to Security Collateral and Sections 5 and 7, which
actions to the extent required hereby have been (or contemporaneously herewith will be)
taken and are (or, upon the taking of such actions, will be) in full force and effect, or
(iii) the exercise by the Collateral Agent of its voting or other rights provided for in
this Agreement or the remedies in respect of the Collateral pursuant to this Agreement,
except as may be required in connection with the disposition of any portion of the Security
Collateral by laws affecting the offering and sale of securities generally.



Terremark — Second Lien Security Agreement



14









 






     (l) The Inventory that has been produced or distributed by such Grantor has been
produced in compliance in all material respects with the requirements of all applicable
laws, including, without limitation, the Fair Labor Standards Act.




     (m) As to itself and its Intellectual Property Collateral:




     (i) Except as described on Schedule VI or as would not reasonably be expected
to have a Material Adverse Effect, to each Grantor’s knowledge, the operation of
such Grantor’s business as currently conducted and such Grantor’s use of the
Intellectual Property Collateral in connection therewith do not infringe,
misappropriate, or dilute the intellectual property rights of any third party.




     (ii) Except as described on Schedule VI, such Grantor is the exclusive owner of
all right, title and interest in and to, or has the right to use, the Intellectual
Property Collateral material to such Grantor’s business, and with respect to
Intellectual Property Collateral acquired from third parties to such Grantor’s
knowledge, is entitled to use all such Intellectual Property Collateral subject only
to the terms of the IP Agreements and applicable law or regulation and with respect
to all other Intellectual Property Collateral, is entitled to use all such
Intellectual Property Collateral subject only to the terms of the IP Agreements and
applicable law or regulation.




     (iii) The Intellectual Property Collateral set forth on Schedule VI hereto
includes all of the patents, patent applications, domain names, trademark
registrations and applications, copyright registrations and applications and
material IP Agreements owned by such Grantor.




     (iv) Except as would not reasonably be expected to have a Material Adverse
Effect, the patents, copyrights registrations and trademark registrations forming
part of the Intellectual Property Collateral are subsisting and have not been
adjudged invalid or unenforceable in whole or part. Except as would not reasonably
be expected to have a Material Adverse Effect, such Grantor is not aware of any uses
of any item of owned and registered Intellectual Property Collateral that could
reasonably be expected to lead to such item becoming invalid or unenforceable except
as described on Schedule VI.




     (v) Such Grantor has made or performed all filings, recordings and other acts
and has paid all required fees and taxes necessary to maintain and protect its
interest in each registration owned by such Grantor for a material item of owned and
registered Intellectual Property Collateral in full force and effect throughout the
world (in each case, where issued or registered). Such Grantor has used proper
statutory notice in connection with its use of each such material patent, registered
trademark and copyright forming part of the Intellectual Property Collateral.




     (vi) Except as described on Schedule VI, no claim, action, suit, investigation,
litigation or proceeding is pending or, to such Grantor’s knowledge, has been
asserted or threatened against such Grantor (i) based upon or challenging or seeking
to deny or restrict the Grantor’s rights in or use of any of the Intellectual
Property Collateral, (ii) alleging that the Grantor’s rights in or use of the
Intellectual Property Collateral or that any services provided by, processes used
by, or products manufactured or sold by, such Grantor infringe, misappropriate,
dilute, misuse or otherwise violate any patent, trademark, copyright or any other
proprietary right of any third party, or (iii) alleging that the Intellectual
Property Collateral is being licensed or sublicensed in material violation



Terremark — Second Lien Security Agreement




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or
contravention of the terms of any license or other agreement to which such Grantor
is a party. Except as described on Schedule VI, to such Grantor’s knowledge no
Person is engaging in any activity that infringes, misappropriates, dilutes, misuses
or otherwise violates the Intellectual Property Collateral or the Grantor’s rights
in or use thereof. Except as set forth on Schedule VI hereto or as permitted by the
Credit Agreement, such Grantor has not granted any license, release, covenant not to
sue, non-assertion assurance, or other right to any Person with respect to any part
of the material Intellectual Property Collateral. Except as would not reasonably be
expected to have a Material Adverse Effect, the consummation of the transactions
contemplated by the Transaction Documents will not result in the termination or
impairment of any of the Intellectual Property Collateral.




     (vii) With respect to each material IP Agreement (and assuming the due
execution by any third parties thereto): (A) such IP Agreement is valid and binding
and in full force and effect; (B) such IP Agreement will not cease to be valid and
binding and in full force and effect on terms identical to those currently in effect
as a result of the rights and interest granted herein, nor will the grant of such
rights and interest constitute a breach or default under such IP Agreement or
otherwise give any party thereto a right to terminate such IP Agreement; (C) such
Grantor has not received any notice of termination or cancellation under such IP
Agreement; (D) such Grantor has not received any notice of a breach or default under
such IP Agreement, which breach or default has not been cured and (E) neither such
Grantor nor, to such Grantor’s knowledge, any other party to such IP Agreement is in
breach or default thereof in any material respect, and no event has occurred that,
with notice or lapse of time or both, would constitute such a breach or default by
such Grantor or, to Grantor’s knowledge, by any other party thereto or permit
termination, modification or acceleration under such IP Agreement by any other party
thereto or, to such Grantor’s knowledge, by such Grantor.




     (viii) To such Grantor’s knowledge, (A) none of the material Trade Secrets of
such Grantor has been used, divulged or disclosed without authorization or legal
compulsion or has been misappropriated to the detriment of such Grantor for the
benefit of any other Person other than such Grantor or another Grantor; (B) no
employee, independent contractor or agent of such Grantor has misappropriated any
material Trade Secrets of any other Person in the course of the performance of his
or her duties as an employee, independent contractor or agent of such Grantor; and
(C) no employee, independent contractor or agent of such Grantor is in material
default or breach of any term of any employment agreement, non-disclosure agreement,
assignment of inventions agreement or similar agreement or contract with such
Grantor relating in any way to the protection, ownership, development, use or
transfer of such Grantor’s Intellectual Property Collateral.




     (ix) Except as described on Schedule VI, (i) no Grantor Intellectual Property
Collateral (ii) to the knowledge of Grantor, no Intellectual Property Collateral
acquired by third parties, and (iii) no other Intellectual Property Collateral is
subject to any outstanding consent, settlement, decree, order, injunction, judgment
or ruling restricting the use of any material Intellectual Property Collateral or
that would impair the validity or enforceability of such Intellectual Property
Collateral.




     (n) The Grantor has no commercial tort claims (as defined in Section 9-102(13) of the
UCC) for an amount greater than the Threshold Amount other than those listed in Schedule
VIII hereto.


Terremark — Second Lien Security Agreement




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     Section 9. Further Assurances. (a) Each Grantor agrees that from time to time, at the expense of such Grantor, such
Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and
documents, and take all further action that may be necessary, and all further commercially
reasonable action that may be desirable or that the Collateral Agent may reasonably request, in
order to perfect and protect any pledge or security interest granted or purported to be granted by
such Grantor hereunder or to enable the Collateral Agent to exercise and enforce its rights and
remedies hereunder with respect to any Collateral of such Grantor. Without limiting the generality
of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (i) if an
Event of Default shall have occurred and be continuing or if requested by the Collateral Agent,
mark conspicuously each document included in Inventory, with an individual face value in excess of
$100,000 (the aggregate amount of such Inventory not to exceed $500,000), each chattel paper
included in Receivables and, at the request of the Collateral Agent, each of its records pertaining
to such Collateral with a legend, in form and substance satisfactory to the Collateral Agent,
indicating that such document, chattel paper, Related Contract, Assigned Agreement or Collateral is
subject to the security interest granted hereby; (ii) if any such Collateral shall be evidenced by
a promissory note or other instrument or chattel paper individually or in the aggregate in an
amount in excess of $100,000, deliver and pledge to the Collateral Agent hereunder (unless
delivered to the First Lien Collateral Agent) such note or instrument or chattel paper duly
indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and
substance reasonably satisfactory to the Collateral Agent; (iii) authorize and file such financing
or continuation statements, or amendments thereto, and such other instruments or notices, as may be
necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and
preserve the security interest granted or purported to be granted by such Grantor hereunder; (iv)
deliver and pledge to the Collateral Agent for benefit of the Secured Parties certificates
representing Security Collateral that constitutes certificated securities, accompanied by undated
stock or bond powers executed in blank; (v) take all commercially reasonable action necessary to
ensure that the Collateral Agent has control of Collateral consisting of deposit accounts (other
than Restricted Accounts or immaterial accounts excluded pursuant to Section 5(b)(ii)),
electronic chattel paper, investment property, letter-of-credit rights and transferable records as
provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and in Section 16 of UETA; (vi) at
the request of the Collateral Agent, take all commercially reasonable action to ensure that the
Collateral Agent’s security interest is noted on any certificate of ownership related to any
Collateral evidenced by a certificate of ownership; and (vii) deliver to the Collateral Agent
evidence that all other action that the Collateral Agent may reasonably deem necessary and all
further commercially reasonable action that the Collateral Agent may deem desirable in order to
perfect and protect the security interest created by such Grantor under this Agreement has been
taken.



     (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, including, without limitation, one or more
financing statements indicating that such financing statements cover all assets or all personal
property (or
words of similar effect) of such Grantor, in each case without the signature of such Grantor,
and regardless of whether any particular asset described in such financing statements falls within
the scope of the UCC or the granting clause of this Agreement. A photocopy or other reproduction
of this Agreement or any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law. Each Grantor ratifies its
authorization for the Collateral Agent to have filed such financing statements, continuation
statements or amendments filed prior to the date hereof.



     (c) Each Grantor will furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the Collateral of such Grantor and such other reports
in connection with such Collateral as the Collateral Agent may reasonably request, all in
reasonable detail and similar in nature and scope to other statements and schedules required under
or constituting a part of this Agreement.



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     Section 10. As to Equipment and Inventory. (a) Each Grantor will keep the material Equipment and Inventory of such Grantor (other
than Inventory sold in the ordinary course of business or pursuant to the terms of the Credit
Agreement, or Equipment in transit in the ordinary course of business consistent with past
practices) at the places therefor specified in Section 8(b) or, upon 15 days’ prior written
notice to the Collateral Agent, at such other places designated by the Grantor in such notice.
Upon the giving of such notice, Schedule IV shall be automatically amended to add any new locations
specified in the notice.



     (b) Each Grantor will cause the Equipment of such Grantor to be maintained and preserved in
the same condition, repair and working order, ordinary wear and tear excepted, and will forthwith,
or in the case of any loss or damage to any of such Equipment as soon as practicable after the
occurrence thereof, make or cause to be made all necessary repairs, replacements and other
improvements in connection therewith that are necessary or desirable to such end. Each Grantor
will promptly furnish to the Collateral Agent a statement respecting any loss or damage exceeding
$1,000,000 to any of the Equipment or Inventory of such Grantor.



     (c) In producing its Inventory, each Grantor will comply with all requirements of applicable
law, including, without, limitation, the Fair Labor Standards Act.



     Section 11. Insurance. (a) Each Grantor will, at its own expense, maintain insurance with respect to the
Equipment and Inventory of such Grantor in such amounts, against such risks, in such form and with
such insurers, as are required with respect to the Borrower and its Subsidiaries by Section
6.07 of the Credit Agreement. Each policy of each Grantor for liability insurance shall
provide for all losses to be paid on behalf of the Collateral Agent and such Grantor as their
interests may appear, and each policy for property damage insurance shall provide for all losses
(except for losses of less than $100,000 per occurrence) to be paid directly to the Collateral
Agent (except as required to be paid directly to the First Lien Collateral Agent). Each such
policy shall in addition (i) name such Grantor and the Collateral Agent as insured parties
thereunder (without any representation or warranty by or obligation upon the Collateral Agent) as
their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder
shall be payable to the Collateral Agent notwithstanding any action, inaction or breach of
representation or warranty by such Grantor, (iii) provide that there shall be no recourse against
the Collateral Agent for payment of premiums or other amounts with respect thereto and (iv) provide
that at least 30 days’ prior written notice of cancellation or of lapse shall be given to the
Collateral Agent by the insurer. Each Grantor will, if so requested by the Collateral Agent,
deliver to the Collateral Agent original or duplicate
policies of such insurance and, as often as the Collateral Agent may reasonably request, a
report of a reputable insurance broker with respect to such insurance.



     (b) Reimbursement under any liability insurance maintained by any Grantor pursuant to this
Section 11 may be paid directly to the Person who shall have incurred liability covered by such
insurance. In case of any loss involving damage to Equipment or Inventory when subsection (c) of
this Section 11 is not applicable, the applicable Grantor will make or cause to be made the
necessary repairs to or replacements of such Equipment or Inventory, and any proceeds of insurance
properly received by or released to such Grantor shall be used by such Grantor, except as otherwise
required hereunder or by the Credit Agreement, to pay or as reimbursement for the costs of such
repairs or replacements.



     (c) So long as no Event of Default shall have occurred and be continuing, all insurance
payments received by the Collateral Agent in connection with any loss, damage or destruction of any
Inventory or Equipment will be released by the Collateral Agent to the applicable Grantor for the
repair, replacement or restoration thereof, subject to such terms and conditions with respect to
the release thereof as the Collateral Agent may reasonably require. Upon the occurrence and during
the continuance of any Event of Default, all insurance payments in respect of Equipment or
Inventory shall be paid to the


Terremark — Second Lien Security Agreement




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Collateral Agent and shall, in the Collateral Agent’s sole
discretion, (i) be released to the applicable Grantor to be applied as set forth in the first
sentence of this subsection (c) or (ii) be held as additional Collateral hereunder or applied as
specified in Section 22(b).




     Section 12. Post-Closing Changes; Bailees; Collections on Assigned Agreements, Receivables
and Related Contracts. (a) No Grantor will change its name (as defined in Section 9-503 of the UCC), type of
organization, jurisdiction of organization, organizational identification number or location (as
defined in Section 9-307 of the UCC) from those set forth in Section 8(a) of this
Agreement without first giving at least 10 Business Days’ prior written notice to the Collateral
Agent and taking all action reasonably required by the Collateral Agent for the purpose of
perfecting or protecting the security interest granted by this Agreement. Each Grantor agrees that
it will give the Collateral Agent notice of any change in the location of the Equipment and
Inventory (other than Equipment or Inventory out for repair, in transit or on consignment in the
ordinary course of business) or the place where it keeps the copies of the Assigned Agreements and
Related Contracts to which such Grantor is a party and all originals of all chattel paper that
evidence Receivables of such Grantor from the locations therefor specified in Sections 8(a) and
8(b) within 10 Business Days after such change. No Grantor will authenticate a security
agreement (determined as provided in Section 9-203(d) of the UCC) for obligations in excess of
$100,000 without giving the Collateral Agent 10 Business Days’ prior written notice thereof and
taking all action reasonably required by the Collateral Agent to ensure that the perfection and
second priority nature of the Collateral Agent’s security interest in the Collateral (subject to
Liens permitted under the Credit Agreement) will be maintained. Each Grantor will hold and
preserve its records relating to the Collateral, including, without limitation, the Assigned
Agreements and Related Contracts. If the Grantor does not have an organizational identification
number and later obtains one, it will forthwith notify the Collateral Agent of such organizational
identification number.



     (b) If any Collateral of any Grantor is at any time in the possession or control of a
warehouseman, bailee or agent, or if the Collateral Agent so requests, such Grantor will notify
such warehouseman, bailee or agent of the security interest created hereunder.



     (c) Except as otherwise provided in this subsection (c), each Grantor will continue to have
the right to collect, at its own expense, all amounts due or to become due such Grantor under the
Assigned Agreements, Receivables and Related Contracts. In connection with such collections, such
Grantor may take (and, during an Event of Default at the Collateral Agent’s direction, will
take) such action as such Grantor or, during a Default, the Collateral Agent may deem necessary or
advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts;
provided, however, that the Collateral Agent shall have the right at any time, upon
the occurrence and during the continuance of an Event of Default and upon written notice to such
Grantor of its intention to do so, to notify each person obligated under any Assigned Agreements,
Receivables and Related Contracts (each, an “Obligor”) of the assignment of such Assigned
Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors
to make payment of all amounts due or to become due to such Grantor thereunder directly to the
Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce
collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or
compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor
might have done, and to otherwise exercise all rights with respect to such Assigned Agreements,
Receivables and Related Contracts, including, without limitation, those set forth set forth in
Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Agent
referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including,
without limitation, instruments) received by such Grantor in respect of the Assigned Agreements,
Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the
Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be
forthwith paid over to the Collateral Agent in the same form as so received (with any necessary
indorsement) to be deposited in a cash collateral


Terremark — Second Lien Security Agreement




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account maintained with the Collateral Agent or
such other cash collateral account as may be acceptable to the Collateral Agent in its sole
discretion (which cash collateral account shall be under the sole dominion and control of the
Collateral Agent) and either (A) released to such Grantor, or at its order, on the terms set forth
in Section 6 so long as no Event of Default shall have occurred and be continuing or (B) if
any Event of Default shall have occurred and be continuing, applied as provided in Section
22(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any
Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly
any Obligor thereof, or allow any credit or discount thereon. No Grantor will permit or consent to
the subordination of its right to payment under any of the Assigned Agreements, Receivables and
Related Contracts to any other indebtedness or obligations of the Obligor thereof.




     Section 13. As to Intellectual Property Collateral. (a) With respect to each item of its material Intellectual Property Collateral, each
Grantor agrees to take, at its expense, all commercially reasonable steps, including, without
limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other
governmental authority, to (i) maintain its registrations for such Intellectual Property Collateral
in full force and effect, and (ii) pursue the prosecution and maintenance of each such material
patent, trademark, or copyright registration or application now pending in the United States and in
each other appropriate jurisdiction relating to such material Intellectual Property Collateral as
determined in such Grantor’s reasonable business judgment, now or hereafter included in such
Intellectual Property Collateral of such Grantor, including, without limitation, the payment of
required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and
Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of
applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S.
Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal
applications or extensions, the payment of maintenance fees and the participation in interference,
reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor
shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon
any material Intellectual Property Collateral, or abandon any right to file an application for
patent, trademark, or copyright, unless such Grantor shall have previously determined that such use
or the pursuit or maintenance of such Intellectual Property Collateral is no longer necessary or
advisable in the conduct of such Grantor’s business and that the loss thereof would not be
reasonably likely to have a Material
Adverse Effect, in which case, such Grantor will give prompt notice of any such abandonment to
the Collateral Agent.



     (b) Each Grantor agrees promptly to notify the Collateral Agent if such Grantor becomes aware
(i) that any item of material Intellectual Property Collateral may have become abandoned, placed in
the public domain, invalid or unenforceable, or of any adverse determination or development
regarding such Grantor’s ownership of any material Intellectual Property Collateral or its right to
register the same or to keep and maintain and enforce the same, or (ii) of any adverse
determination or the institution of any proceeding (including, without limitation, the institution
of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of
material Intellectual Property Collateral.



     (c) In the event that any Grantor becomes aware that any item of material Intellectual
Property Collateral is being infringed or misappropriated by a third party, such Grantor shall
promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor
(and, if a Default shall have occurred and be continuing, the Collateral Agent) deems reasonable
and appropriate under the circumstances to protect or enforce such Intellectual Property
Collateral, including, without limitation, suing for infringement or misappropriation and seeking
an injunction against continued infringement or misappropriation.


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     (d) Each Grantor shall use commercially reasonable efforts to use proper statutory notice in
connection with its use of each item of its material registered Intellectual Property Collateral.
No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its owned and
registered Intellectual Property Collateral may lapse or become invalid or unenforceable or placed
in the public domain.



     (e) Each Grantor shall take all steps which it (or, if a Default shall have occurred and be
continuing, the Collateral Agent) deems reasonable and appropriate under the circumstances to
preserve and protect each item of its material Intellectual Property Collateral, including, without
limitation, maintaining the quality of any and all products or services used or provided in
connection with any of the Trademarks.



     (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute or
otherwise authenticate an agreement, in substantially the form set forth in Exhibit C hereto (an
"Intellectual Property Security Agreement”), for recording the security interest granted hereunder
to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the
security interest hereunder in such Intellectual Property Collateral.



     (g) Each Grantor agrees that should it obtain an ownership interest in any item of the type
set forth in Section 1(g) that is not on the date hereof a part of the Intellectual Property
Collateral (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall
automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the
case of trademarks, the goodwill symbolized thereby, shall automatically become part of the
Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect
thereto. At the end of each fiscal quarter of the Borrower, each Grantor shall give prompt written
notice to the Collateral Agent identifying the registered or applied for registration of
After-Acquired Intellectual Property, and such Grantor shall execute and deliver to the Collateral
Agent with such written notice, or otherwise authenticate, an IP Security Agreement Supplement
covering such registered or applied for After-Acquired Intellectual Property, which IP Security
Agreement Supplement the Collateral Agent may record with the U.S. Patent and Trademark Office, the
U.S. Copyright Office and any other governmental authorities necessary to perfect the security
interest hereunder in such registered or applied for After-Acquired Intellectual Property.



     Section 14. Voting Rights; Dividends; Etc. (a) So long as no Default under Section 8.01(a) or (f) of the Credit Agreement or
Event of Default shall have occurred and be continuing:




     (i) Each Grantor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Security Collateral of such Grantor or any part thereof for any
purpose.




     (ii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest and other distributions paid in respect of the Security Collateral of such Grantor
if and to the extent that the payment thereof is not otherwise prohibited by the terms of
the Loan Documents; provided, however, that any and all other dividends,
interest and other distributions paid or payable shall be, and shall be forthwith delivered
to the Collateral Agent to hold as, Security Collateral and shall, if received by such
Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from
the other property or funds of such Grantor and be forthwith delivered to the Collateral
Agent as Security Collateral in the same form as so received (with any necessary
indorsement) (in each case, except to the extent required to be delivered to the First Lien
Collateral Agent).




     (iii) The Collateral Agent will execute and deliver (or cause to be executed and
delivered) to each Grantor all such instruments as such Grantor may reasonably request for
the purpose of enabling such Grantor to exercise the voting and other rights that it is
entitled to exercise pursuant to paragraph (i) above and to receive the dividends or
interest payments that it is authorized to receive and retain pursuant to paragraph (ii)
above.


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     (b) Upon the occurrence and during the continuance of a Default under Section 8.01(a) or
(f) of the Credit Agreement or an Event of Default:




     (i) All rights of each Grantor (A) to exercise or refrain from exercising the voting
and other consensual rights that it would otherwise be entitled to exercise pursuant to
Section 14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease
and (B) to receive the dividends, interest and other distributions that it would otherwise
be authorized to receive and retain pursuant to Section 14(a)(ii) shall
automatically cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise or refrain from exercising such
voting and other consensual rights and to receive and hold as Security Collateral such
dividends, interest and other distributions.




     (ii) All dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 14(b) shall be received
in trust for the benefit of the Collateral Agent, shall be segregated from other funds of
such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral
in the same form as so received (with any necessary indorsement).




     (iii) The Collateral Agent shall be authorized to send to each Securities Intermediary
as defined in and under any Security Control Agreement a Notice of Exclusive Control as
defined in and under such Security Control Agreement.



     Section 15. As to the Assigned Agreements. (a) Each Grantor will at its expense furnish to the Collateral Agent promptly upon receipt
thereof copies of all material notices, requests and other documents received by such Grantor
under or pursuant to the Assigned Agreements to which it is a party, and from time to time (i)
furnish to the Collateral Agent such information and reports regarding the Assigned Agreements and
such other Collateral of such Grantor as the Collateral Agent may reasonably request and (ii) upon
reasonable request of the Collateral Agent, make to each other party to any Assigned Agreement to
which it is a party such demands and requests for information and reports or for action as such
Grantor is entitled to make thereunder.



     (b) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the pledge
to the Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it
is a party by any other Grantor hereunder.



     Section 16. Payments Under the Assigned Agreements. (a) In addition to the other provisions of this Agreement, upon the occurrence of a
Default under Section 8.01(a) or (f) of the Credit Agreement or an Event of Default, each
Grantor agrees that, at the request of the Collateral Agent, it shall instruct each other party to
each Assigned Agreement to which it is a party that all payments due or to become due under or in
connection with such Assigned Agreement will be made directly to a Cash Collateral Account.



     (b) All moneys received or collected pursuant to subsection (a) above shall be applied as
provided in Section 22(b).



     Section 17. As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Receivables consisting of
letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the
Collateral Agent its rights (including its contingent rights) to the proceeds of all


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Related
Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or
assignee (in each case, subject to the designee and beneficiary rights granted to the First Lien
Collateral Agent). Each Grantor will promptly use commercially reasonable efforts to cause the
issuer of each letter of credit and each nominated person (if any) with respect thereto to consent
to such assignment of the proceeds thereof pursuant to a consent in form and substance reasonably
satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral
Agent.




     (b) Upon the occurrence of a Default under Section 8.01(a) or (f) of the Credit
Agreement or Event of Default, each Grantor will, promptly upon request by the Collateral Agent,
(i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each
nominated person with respect to each of the Related Contracts consisting of letters of credit that
the proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or
to become due in respect thereof are to be made directly to the Collateral Agent or its designee
and (ii) arrange for the Collateral Agent to become the transferee beneficiary of letter of credit.



     Section 18. Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or
grant any option with respect to, any of the Collateral, other than sales, assignments and other
dispositions of Collateral, and options relating to Collateral, permitted under the terms of the
Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the
Collateral of such Grantor except for the pledge, assignment and security interest created under
this Agreement and Liens permitted under Section 7.01 of the Credit Agreement.



     (b) Each Grantor agrees that it will (i) cause each issuer of the Pledged Interests that is a
Loan Party or a Subsidiary of a Loan Party pledged by such Grantor not to issue any Equity
Interests or other securities in addition to or in substitution for the Pledged Interests issued by
such issuer, except to such Grantor, and (ii) pledge hereunder, immediately upon its acquisition
(directly or indirectly) thereof, any and all additional Equity Interests or other securities.



     Section 19. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Collateral Agent such Grantor’s
attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of
such Grantor or otherwise, from time to time, upon the occurrence and during the continuance of an
Event of Default, in the Collateral Agent’s discretion, to take any action and to execute any
instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Agreement, including, without limitation:




     (a) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant
to Section 11,




     (b) to ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of any of the
Collateral,




     (c) to receive, indorse and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a) or (b) above, and




     (d) to file any claims or take any action or institute any proceedings that the
Collateral Agent may deem necessary or desirable for the collection of any of the Collateral
or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement
or the rights of the Collateral Agent with respect to any of the Collateral.


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     Section 20. Collateral Agent May Perform. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may,
but without any obligation to do so and without notice, itself perform, or cause performance of,
such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be
payable by such Grantor under Section 23.



     Section 21. The Collateral Agent’s Duties. (a) The powers conferred on the Collateral Agent hereunder are solely to protect the
Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. Except for the safe custody of any Collateral in its possession and the accounting
for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any
Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party
has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any Collateral. The
Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation
of any Collateral in its possession if such Collateral is accorded treatment substantially equal to
that which it accords its own property.



     (b) Anything contained herein to the contrary notwithstanding, the Collateral Agent may from
time to time, when the Collateral Agent deems it to be necessary, with prior notice to the Grantors
unless an Event of Default has occurred and is continuing, appoint one or more subagents (each a
"Subagent”) for the Collateral Agent hereunder with respect to all or any part of the Collateral.
In the event that the Collateral Agent so appoints any Subagent with respect to any Collateral, (i)
the assignment and pledge of such Collateral and the security interest granted in such Collateral
by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such
Subagent, in addition to the Collateral Agent, for the ratable benefit of the Secured Parties, as
security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be
vested, in addition to the Collateral Agent, with all rights, powers, privileges, interests and
remedies of the Collateral Agent hereunder with respect to such Collateral, and (iii) the term
“Collateral Agent,” when used herein in relation to any rights, powers, privileges, interests and
remedies of the Collateral Agent with respect to such Collateral, shall include such Subagent;
provided, however, that no such Subagent shall be authorized to take any action
with respect to any such Collateral unless and except to the extent expressly authorized in writing
by the Collateral Agent.



     Section 22. Remedies. If any Event of Default shall have occurred and be continuing:




     (a) The Collateral Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party upon default under the UCC (whether or not the UCC applies
to the affected Collateral) and also may: (i) require each Grantor to, and each Grantor
hereby agrees that it will at its expense and upon request of the Collateral Agent
forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and
make it available to the Collateral Agent at a place and time to be designated by the
Collateral Agent that is reasonably convenient to both parties; (ii) without notice except
as specified below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit
or for future delivery, and upon such other terms as the Collateral Agent may deem
commercially reasonable; (iii) occupy any premises owned or leased by any of the Grantors
where the Collateral or any part thereof is assembled or located for a reasonable period in
order to effectuate its rights and remedies hereunder or under law, without obligation to
such Grantor in respect of such occupation; and (iv) exercise any and all rights and
remedies of any of the Grantors under or in connection with the Collateral, or otherwise in
respect of the Collateral, including, without limitation, (A) any and all rights of such
Grantor to demand or otherwise


Terremark — Second Lien Security Agreement




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require payment of any amount under, or performance of any
provision of, the Assigned Agreements, the Receivables, the Related Contracts and the other
Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to
the Account Collateral and (C) exercise all other rights and remedies with respect to the
Assigned Agreements, the Receivables, the Related Contracts and the other Collateral,
including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor
agrees that, to the extent notice of sale shall be required by law, at least ten business
days’ notice to such Grantor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification. The
Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice
of sale having been given. The Collateral Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned.




     (b) Any cash held by or on behalf of the Collateral Agent and all cash proceeds
received by or on behalf of the Collateral Agent in respect of any sale of, collection from,
or other
realization upon all or any part of the Collateral may, in the discretion of the
Collateral Agent, be held by the Collateral Agent as collateral for, and/or then or at any
time thereafter applied (after payment of any amounts payable to the Collateral Agent
pursuant to Section 23) in whole or in part by the Collateral Agent for the ratable
benefit of the Secured Parties against, all or any part of the Secured Obligations, as set
forth in Section 8.03 of the Credit Agreement. Any surplus of such cash or cash
proceeds held by or on behalf of the Collateral Agent and remaining after payment in full of
all of the Secured Obligations shall be paid over to the applicable Grantor or to whomsoever
may be lawfully entitled to receive such surplus.




     (c) All payments received by any Grantor under or in connection with any Assigned
Agreement or otherwise in respect of the Collateral shall be received in trust for the
benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and
shall be forthwith paid over to the Collateral Agent in the same form as so received (with
any necessary indorsement).




     (d) The Collateral Agent may, without notice to any Grantor except as required by law
and at any time or from time to time, charge, set-off and otherwise apply all or any part of
the Secured Obligations against any funds held with respect to the Account Collateral or in
any other deposit account.




     (e) In the event of any sale or other disposition of any of the Intellectual Property
Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to such sale or
other disposition shall be included therein, and such Grantor shall supply to the Collateral
Agent or its designee such Grantor’s know-how and expertise relating to such Intellectual
Property Collateral, and documents and things relating to any Intellectual Property
Collateral subject to such sale or other disposition, and such Grantor’s customer lists and
other records and documents relating to such Intellectual Property Collateral and to the
manufacture, distribution, advertising and sale of products and services of such Grantor
that relate to such Intellectual Property Collateral.




     (f) If the Collateral Agent shall determine to exercise its right to sell all or any of
the Security Collateral of any Grantor pursuant to this Section 22, each Grantor
agrees that, upon request of the Collateral Agent, such Grantor will, at its own expense, do
or cause to be done all such other acts and things as may be necessary to make such sale of
such Security Collateral or any part thereof valid and binding and in compliance with
applicable law.


Terremark — Second Lien Security Agreement




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     (g) The Collateral Agent is authorized, in connection with any sale of the Security
Collateral pursuant to this Section 22, to deliver or otherwise disclose to any
prospective purchaser of the Security Collateral any information in its possession relating
to such Security Collateral.



     Section 23. Indemnity and Expenses. (a) Each Grantor agrees to indemnify, defend and save each Secured Party and each of their
Affiliates and their respective officers, directors, employees, agents and advisors (each, an
"Indemnified Party”) from, and hold harmless each Indemnified Party against, and shall pay on
written demand, any and all claims, damages, losses, liabilities and expenses (including, without
limitation, the reasonable fees, charges and disbursements of counsel for any Indemnified Party)
incurred by or asserted against any Indemnified Party, in each case arising out of or in connection
with or resulting from this Agreement (including, without limitation, enforcement of this
Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final
non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or
willful misconduct.



     (b) Each Grantor will upon demand pay to the Collateral Agent the amount of any and all
reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel
and of any experts and agents, that the Collateral Agent may incur in connection with (i) the
preparation, execution, delivery, administration, modification and amendment of, or any consent or
waiver under this Agreement. (ii) the custody, preservation, use or operation of, or the sale of,
collection from or other realization upon, any of the Collateral of such Grantor and (iii) the
enforcement of this Agreement or the exercise, enforcement or protection of the rights of the
Collateral Agent or the other Secured Parties hereunder.



     Section 24. Amendments; Waivers; Additional Grantors; Etc. (a) No amendment or waiver of any provision of this Agreement, and no consent to any
departure by any Grantor herefrom, shall in any event be effective unless the same shall be in
writing and signed by the Collateral Agent and, with respect to any amendment, such Grantor, and
then such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given. No failure on the part of the Collateral Agent or any other Secured Party
to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.



     (b) Upon the execution and delivery, or authentication, by any Person of a security agreement
supplement in substantially the form of Exhibit A hereto (each, a “Security Agreement Supplement”),
(i) such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor
hereunder, and each reference in this Agreement and the other Loan Documents to “Grantor” shall
also mean and be a reference to such Additional Grantor, and each reference in this Agreement and
the other Loan Documents to “Collateral” shall also mean and be a reference to the Collateral of
such Additional Grantor, and (ii) the supplemental schedules I-IX attached to each Security
Agreement Supplement shall be incorporated into and become a part of and supplement Schedules I-IX,
respectively, hereto, and the Collateral Agent may attach such supplemental schedules to such
Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as
supplemented pursuant to each Security Agreement Supplement.



     Section 25. Notices, Etc. All notices and other communications provided for hereunder shall be either (i) in writing
(including telegraphic, telecopier or telex communication) and mailed, telegraphed, telecopied,
telexed or otherwise delivered or (ii) by electronic mail (if electronic mail addresses are
designated as provided below) confirmed immediately in writing, in the case of the Borrower or the
Collateral Agent, addressed to it at its address specified in the Credit Agreement and, in


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the case
of each Grantor other than the Borrower, addressed to it at its address set forth opposite such
Grantor’s name on the signature pages hereto or on the signature page to the Security Agreement
Supplement pursuant to which it became a party hereto; or, as to any party, at such other address
as shall be designated by such party in a written notice to the other parties. All such notices
and other communications shall, when mailed, telegraphed, telecopied, telexed, sent by electronic
mail or otherwise, be effective when deposited in the mails, delivered to the telegraph company,
telecopied, confirmed by telex answerback, sent by electronic mail and confirmed in writing, or
otherwise delivered (or confirmed by a signed receipt), respectively, addressed as aforesaid;
except that notices and other communications to the Collateral Agent shall not be effective until
received by the Collateral Agent. Delivery by telecopier of an executed counterpart of any
amendment or waiver of any provision of this Agreement or of any Security Agreement Supplement
or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.



     Section 26. Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a)
remain in full force and effect until the latest of (i) the payment in full in cash of the Secured
Obligations and (ii) the Scheduled Maturity Date, (b) be binding upon each Grantor, its successors
and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder,
to the benefit of the Secured Parties and their respective successors and permitted assigns.
Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise
transfer all or any portion of its rights and obligations under the Credit Agreement (including,
without limitation, all or any portion of its Term Commitments, the Term Loans owing to it and the
Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Lender herein or otherwise,
in each case as provided in Section 10.06 of the Credit Agreement.



     Section 27. Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any
Grantor in accordance with the terms of the Loan Documents (other than any Disposition among Loan
Parties or to any Subsidiary of any Loan Party) and the Collateral Agent will, at such Grantor’s
expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence the release of such item of Collateral from the assignment and security
interest granted hereby; provided, however, that (i) at the time of such request
and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have
delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed
release, a written request for release describing the item of Collateral and the terms of the sale,
lease, transfer or other disposition in reasonable detail, including, without limitation, the price
thereof and any expenses in connection therewith, together with a form of release for execution by
the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in
compliance with the Loan Documents and as to such other matters as the Collateral Agent may request
and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be
applied, or any payment to be made in connection therewith, in accordance with Section 2.03
of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with
the instructions of, the Collateral Agent when and as required under Section 2.03 of the
Credit Agreement.



     (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than
Unaccrued Indemnity Claims) and (ii) the Scheduled Maturity Date, the pledge and security interest
granted hereby shall terminate and all rights to the Collateral shall automatically revert to the
applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable
Grantor’s expense, execute and deliver to such Grantor, or authorize such Grantor to prepare and
file such documents as such Grantor shall reasonably request to evidence such termination.



Terremark — Second Lien Security Agreement




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     Section 28. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by
telecopier (or other electronic transmission) shall be effective as delivery of an original
executed counterpart of this Agreement.



     Section 29. The Mortgages. In the event that any of the Collateral hereunder is also subject to a valid and
enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent
with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage
shall be controlling in the case of fixtures and real estate leases, letting and licenses of, and
contracts and agreements relating to the lease of, real property, and the terms of this Agreement
shall be controlling in the case of all other Collateral.



     Section 30.
Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to the
Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the
Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the
event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the
terms of the Intercreditor Agreement shall govern and control.



     Section 31. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York.



[Remainder of page left blank]



Terremark — Second Lien Security Agreement




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     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.



	 	 	 	 	 
	 	TERREMARK WORLDWIDE, INC. 

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	NAP OF THE AMERICAS/WEST, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	PARK WEST TELECOMMUNICATIONS INVESTORS, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





Terremark — Second Lien Security Agreement




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	 	TECOTA SERVICES CORP.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	TERREMARK TRADEMARK HOLDINGS, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	TERRENAP DATA CENTERS, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





Terremark — Second Lien Security Agreement




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	 	TERRENAP SERVICES, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	OPTICAL COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Marvin Wheeler
 	 
	 	 	Name:  	Marvin Wheeler 	 
	 	 	Title:  	 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	TECHNOLOGY CENTER OF THE AMERICAS, LLC

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





Terremark — Second Lien Security Agreement









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	 	NAP OF THE AMERICAS, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	TERREMARK LATIN AMERICA, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	TERREMARK EUROPE, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





Terremark — Second Lien Security Agreement









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	 	TERREMARK FINANCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	TERREMARK FORTUNE HOUSE #1, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	TERREMARK MANAGEMENT SERVICES, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





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	 	TERREMARK REALTY, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	TERREMARK TECHNOLOGY CONTRACTORS, INC.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	SPECTRUM TELECOMMUNICATIONS CORP.

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





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	 	TERREMARK FEDERAL GROUP, INC.

 	 
	 	By:  	/s/ Nelson Fonseca
 	 
	 	 	Name:  	Nelson Fonseca 	 
	 	 	Title:  	Treasurer & CFO 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	NAP OF THE CAPITAL REGION, LLC

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	EVP & Chief Financial Officer 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	2601 S. Bayshore Drive
	 

	 	 
	 

	 	Suite 900
	 

	 	 
	 

	 	Miami, FL 33133
	 

	 	 





	 	 	 	 	 
	 	DATA RETURN LLC

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	222 West Las Colinas Blvd.
	 

	 	 
	 

	 	Suite 350-E
	 

	 	 
	 

	 	Irving, TX 75039
	 

	 	 





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	 	DIGITAL OPS LLC

 	 
	 	By:  	/s/ Jose A. Segrera
 	 
	 	 	Name:  	Jose A. Segrera 	 
	 	 	Title:  	 	 
	 



	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	222 West Las Colinas Blvd.
	 

	 	 
	 

	 	Suite 350-E
	 

	 	 
	 

	 	Irving, TX 75039
	 

	 	 





Terremark — Second Lien Security Agreement





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Exhibit A to the

Second Lien Security Agreement




FORM OF SECOND LIEN SECURITY AGREEMENT SUPPLEMENT




[Date of Security Agreement Supplement]




Credit Suisse,
  as
the Collateral Agent for the
  Secured
Parties referred to in the

Credit Agreement referred to below

Eleven Madison Avenue

New York, New York 10010

Attn: ___




TERREMARK WORLDWIDE, INC.




Ladies and Gentlemen:





     Reference is made to (i) the Second Lien Senior Secured Credit Agreement dated as of July 31,
2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement”), among Terremark Woldwide, Inc., a Delaware corporation, the Lenders party
thereto, Credit Suisse, acting through one or more of its branches, or any Affiliate thereof
(“Credit Suisse”), as second lien collateral agent (in such capacity, and together with any
successor collateral agent appointed pursuant to Article IX of the Credit Agreement, the
"Collateral Agent”) and as administrative agent for the Lenders, and (ii) the Second Lien Security
Agreement dated July 31, 2007 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement”) made by the Grantors from time to time party thereto
in favor of the Collateral Agent for the Secured Parties. Terms defined in the Credit Agreement or
the Security Agreement and not otherwise defined herein are used herein as defined in the Credit
Agreement or the Security Agreement, as the context may require.



     SECTION 1. Grant of Security. The undersigned hereby grants to the
Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of its
right, title and interest in and to all of the Collateral of the undersigned, whether now owned or
hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or
arising, including, without limitation, the property and assets of the undersigned set forth on the
attached supplemental schedules to the Schedules to the Security Agreement.



     SECTION 2. Security for Obligations. The grant of a security interest in,
the Collateral by the undersigned under this Security Agreement Supplement and the Security
Agreement secures the payment of all Obligations of the undersigned now or hereafter existing under
or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and
whether for principal, reimbursement obligations, interest, premiums, penalties, fees,
indemnifications, contract causes of action, costs, expenses or otherwise.



     SECTION 3. Supplements to Security Agreement Schedules. The undersigned
has attached hereto supplemental Schedules I through IX to Schedules I through IX, respectively, to
the


Terremark — Form of Security Agreement Supplement




A-1









 







Security Agreement, and the undersigned hereby certifies, as of the date first above written,
that such supplemental schedules have been prepared by the undersigned in substantially the form of
the equivalent Schedules to the Security Agreement and are complete and correct.



     SECTION 4. Representations and Warranties. The undersigned hereby makes
each representation and warranty set forth in Section 8 of the Security Agreement (as
supplemented by the attached supplemental schedules) to the same extent as each other Grantor.



     SECTION 5. Obligations Under the Security Agreement. The undersigned
hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and
provisions of the Security Agreement to the same extent as each of the other Grantors. The
undersigned further agrees, as of the date first above written, that each reference in the Security
Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the
undersigned.



     SECTION 6. Governing Law. This Security Agreement Supplement shall be
governed by, and construed in accordance with, the laws of the State of New York.



     SECTION 7. Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Collateral Agent pursuant to this Security
Agreement Supplement and the exercise of any right or remedy by the Collateral Agent hereunder are
subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the
terms of the Intercreditor Agreement and this Security Agreement Supplement, the terms of the
Intercreditor Agreement shall govern and control.



	 	 	 	 	 
	 	Very truly yours,



[NAME OF ADDITIONAL GRANTOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Address for notices:

 	 
	 	 	 
	 	 	 
	 	 	 
	 


Terremark — Form of Security Agreement Supplement





A-2









 








Exhibit B to the

Second Lien Security Agreement




FORM OF ACCOUNT CONTROL AGREEMENT





     ACCOUNT CONTROL AGREEMENT (this “Agreement”) dated as of [____________, ____________], among____________,
a ____________(the “Grantor”), Credit Suisse, as Collateral Agent (the “Secured Party”), and
____________, a ____________(“____________”), as depository bank (the “Account Holder”).



PRELIMINARY STATEMENTS:




     (1) The Grantor has granted the Secured Party a security interest (the “Security Interest”) in
the following accounts maintained by the Account Holder for the Grantor (each, an “Account” and
collectively, the “Accounts”):



     [Insert account numbers and other identifying information.]



     (2) Terms defined in Article 8 or 9 of the Uniform Commercial Code in effect in the State of
New York (“N.Y. Uniform Commercial Code”) are used in this Agreement as such terms are defined in
such Article 8 or 9.



     NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained
herein, the parties hereto hereby agree as follows:



     SECTION 1. The Accounts. Each of the Grantor and Account Holder represents
and warrants to, and agrees with, the Secured Party that:




     (a) The Account Holder maintains each Account for the Grantor, and all
property (including, without limitation, all funds and financial assets) held by the Account
Holder for the account of the Grantor is, and will continue to be, credited to an Account in
accordance with instructions given by the Grantor (unless otherwise provided herein).




     (b) To the extent that funds are credited to any Account, such Account is a
deposit account. The Account Holder is the bank with which each Account that is a deposit
account is maintained. The Grantor is (i) the Account Holder’s customer with respect to the
Accounts and (ii) the entitlement holder with respect to financial assets credited from time
to time to any Account.




     (c) Notwithstanding any other agreement to the contrary, the Account Holder’s
jurisdiction with respect to each Account for purposes of the N.Y. Uniform Commercial Code
is, and will continue to be for so long as the Security Interest shall be in effect, the
State of New York.




     (d) The Grantor and Account Holder do not know of any claim to or interest in any
Account or any property (including, without limitation, funds and financial assets) credited
to any Account, except for claims and interests of the parties referred to in this
Agreement.



Terremark — Form of Account Control Agreement





B-1









 





     SECTION 2. Control by Secured Party. Upon receipt of a notice from the Secured
Party that the Secured Party will exercise exclusive control over any Account (a “Notice of
Exclusive Control” with respect to such Account) and prior to a notice from the Secured Party that
such Notice of Exclusive Control is terminated, the Account Holder will comply with (i) all
instructions directing disposition of the funds in any and all of the Accounts, (ii) all
notifications and entitlement orders that the Account Holder receives directing it to transfer or
redeem any financial asset in any and all of the Accounts, and (iii) all other directions
concerning any and all of the Accounts, including, without limitation, directions to distribute to
the Secured Party proceeds of any such transfer or redemption or interest or dividends on property
(including, without limitation, funds and financial assets) in any and all of the Accounts (any
such instruction, notification or direction referred to in clause (i), (ii) or (iii) above being an
"Account Direction”), in each case of clauses (i), (ii) and (iii) above originated by the Secured
Party without further consent by the Grantor or any other Person.



     SECTION 3. Grantor’s Rights in Accounts.




     (a) Except as otherwise provided in this Section 3, the Account Holder will comply with
Account Directions and other directions concerning each Account originated by the Grantor
without further consent by the Secured Party.




     (b) Upon receipt of a Notice of Exclusive Control and prior to a notice from the
Secured Party that such Notice of Exclusive Control is terminated, the Account Holder will
comply only with Account Directions originated by the Secured Party and will cease:




     (i) complying with Account Directions or other directions concerning such
Account originated by the Grantor and




     (ii) distributing to the Grantor interest and dividends on property (including,
without limitation, funds and financial assets) in such Account.



     SECTION 4. Priority of Secured Party’s Security Interest. (a) The Account
Holder (i) subordinates to the Security Interest and in favor of the Secured Party any security
interest, lien, or right of recoupment or setoff that the Account Holder may have, now or in the
future, against any Account or property (including, without limitation, any funds and financial
assets) credited to any Account, and (ii) agrees that it will not exercise any right in respect of
any such security interest or lien or any such right of recoupment or setoff until the Security
Interest is terminated, except that the Account Holder (A) will retain its prior security
interest and lien on property credited to any Account, (B) may exercise any right in respect of
such security interest or lien, and (C) may exercise any right of recoupment or setoff against any
Account, in the case of clauses (A), (B) and (C) above, to secure or to satisfy, and only to
secure or to satisfy, payment (1) for such property, (2) for its customary fees and expenses for
the routine maintenance and operation of such Account, and (3) if such Account is a deposit
account, for the face amount of any items that have been credited to such Account but are
subsequently returned unpaid because of uncollected or insufficient funds.



     (b) The Account Holder will not enter into any other agreement with any Person
relating to Account Directions or other directions with respect to any Account.



     SECTION 5. Statements, Confirmations, and Notices of Adverse Claims. (a)
Upon request by the Secured Party, the Account Holder will send copies of all statements and
confirmations for each Account simultaneously to the Secured Party and the Grantor.




Terremark — Form of Account Control Agreement





B-2









 





     (b) When the Account Holder knows of any claim or interest in any Account or any
property (including, without limitation, funds and financial assets) credited to any Account other
than the claims and interests of the parties referred to in this Agreement, the Account Holder will
promptly notify the Secured Party and the Grantor of such claim or interest.



     SECTION 6. The Account Holder’s Responsibility. (a) Except for permitting
a withdrawal, delivery, or payment in violation of Section 3, the Account Holder will not
be liable to the Secured Party for complying with Account Directions or other directions concerning
any Account from the Grantor that are received by the Account Holder before the Account Holder
receives and has a reasonable opportunity to act on a Notice of Exclusive Control.



     (b) The Account Holder will not be liable to the Grantor or the Secured Party for
complying with a Notice of Exclusive Control or with an Account Direction or other direction
concerning any Account originated by the Secured Party, even if the Grantor notifies the Account
Holder that the Secured Party is not legally entitled to issue the Notice of Exclusive Control or
Account Direction or such other direction unless the Account Holder takes the action after it is
served with an injunction, restraining order, or other legal process enjoining it from doing so,
issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the
injunction, restraining order or other legal process.



     (c) This Agreement does not create any obligation of the Account Holder except for
those expressly set forth in this Agreement and in Article 4 of the N.Y. Uniform Commercial Code.
In particular, the Account Holder need not investigate whether the Secured Party is entitled under
the Secured Party’s agreements with the Grantor to give an Account Direction or other direction
concerning any Account or a Notice of Exclusive Control. The Account Holder may rely on notices
and communications it believes given by the appropriate party.



     SECTION 7. Indemnity. The Grantor will indemnify the Account Holder, its
officers, directors, employees and agents against claims, liabilities and reasonable out-of-pocket
expenses arising out of this Agreement (including, without limitation, reasonable attorney’s fees
and disbursements), except to the extent the claims, liabilities or expenses are caused by the
Account Holder’s gross negligence or willful misconduct as found by a court of competent
jurisdiction in a final judgment.



     SECTION 8. Termination; Survival. (a) The Secured Party may terminate
this Agreement by notice to the Account Holder and the Grantor. If the Secured Party notifies the
Account Holder that the Security Interest has terminated, this Agreement will immediately
terminate.



     (b) The Account Holder may terminate this Agreement on 60 days’ prior notice to the
Secured Party and the Grantor, provided that before such termination the Account Holder and
the Grantor shall make arrangements to transfer the property (including, without limitation, all
funds and financial assets) credited to each Account to another Account Holder that shall have
executed, together with the Grantor, a control agreement in favor of the Secured Party in respect
of such property in substantially the form of this Agreement or otherwise in form and substance
satisfactory to the Secured Party.



     (c) Sections 6 and 7 will survive termination of this Agreement.



     SECTION 9. Governing Law. This Agreement and each Account will be governed
by the law of the State of New York. The Account Holder and the Grantor may not change the law
governing any Account without the Secured Party’s express prior written agreement.




Terremark — Form of Account Control Agreement





B-3









 





     SECTION 10. Entire Agreement. This Agreement is the entire agreement, and
supersedes any prior agreements, and contemporaneous oral agreements, of the parties concerning its
subject matter.



     SECTION 11. Amendments. No amendment of, or waiver of a right under, this
Agreement will be binding unless it is in writing and signed by the party to be charged.



     SECTION 12. Financial Assets. The Account Holder agrees with the Secured
Party and the Grantor that, to the fullest extent permitted by applicable law, all property (other
than funds) credited from time to time to any Account will be treated as financial assets under
Article 8 of the N.Y. Uniform Commercial Code.



     SECTION 13. Notices. Any notice or other communication to a party under
this Agreement shall be in writing (except that Account Directions may be given orally), shall be
sent to the party’s address set forth under its name below or to such other address as the party
may notify the other parties and shall be effective on receipt.



     SECTION 14. Binding Effect. This Agreement shall become effective when it
shall have been executed by the Grantor, the Secured Party and the Account Holder, and thereafter
shall be binding upon and inure to the benefit of the Grantor, the Secured Party and the Account
Holder and their respective successors and assigns.



     SECTION 15. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed counterpart of this
Agreement.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	 	Address:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	CREDIT SUISSE, as

Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Terremark — Form of Account Control Agreement





B-4









 





	 	 	 	 	 
	 	Address:

 	 
	 	 	 
	 	 	 
	 	 	 
	 


	 	 	 	 	 
	 	[NAME OF ACCOUNT HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Address:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Terremark — Form of Account Control Agreement





B-5









 








EXHIBIT A




[Statements of the various Accounts showing the property credited to each Account]



Terremark — Form of Account Control Agreement






B-6









 








Exhibit C to the

Second Lien Security Agreement




FORM OF SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT





     SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated July 31,
2007, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in
favor of Credit Suisse, acting through one or more of its branches or any Affiliate thereof
(“Credit Suisse”), as second lien collateral agent (the “Collateral Agent”) for the Secured Parties
(as defined in the Credit Agreement referred to below).



     WHEREAS, Terremark Woldwide, Inc., a Delaware corporation, has entered into a Second Lien
Senior Secured Credit Agreement dated as of July 31, 2007 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), with Credit Suisse,
as Administrative Agent and Collateral Agent, and the Lenders party thereto. Terms defined in the
Credit Agreement and not otherwise defined herein are used herein as defined in the Credit
Agreement.



     WHEREAS, as a condition precedent to the making of Term Loans by the Lenders under the Credit
Agreement, each Grantor has executed and delivered that certain Second Lien Security Agreement
dated July 31, 2007, made by the Grantors to the Collateral Agent (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Security Agreement”).



     WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the
Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among
other property, certain intellectual property of the Grantors, and have agreed as a condition
thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark
Office, the United States Copyright Office and other governmental authorities.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Grantor agrees as follows:



     SECTION 1. Grant of Security. Each Grantor hereby grants to the Collateral
Agent for the ratable benefit of the Secured Parties a security interest in all of such Grantor’s
right, title and interest in and to the following (the “Collateral”):




     (i) the patents and patent applications set forth in Schedule A
hereto (the “Patents”);




     (ii) the trademark and service mark registrations and applications
set forth in Schedule B hereto (provided that no security interest shall be granted
in United States intent-to-use trademark applications to the extent that, and solely
during the period in which, the grant of a security interest therein would impair
the validity or enforceability of such intent-to-use trademark applications under
applicable federal law), together with the goodwill symbolized thereby (the
“Trademarks”);




     (iii) all copyrights, whether registered or unregistered, now owned
or hereafter acquired by such Grantor, including, without limitation, the copyright
registrations and applications and exclusive copyright licenses set forth in
Schedule C hereto (the “Copyrights”);



Terremark — Form of IP Security Agreement





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     (iv) all reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations of any of the foregoing, all rights in the
foregoing provided by international treaties or conventions, all rights
corresponding thereto throughout the world and all other rights of any kind
whatsoever of such Grantor accruing thereunder or pertaining thereto;




     (v) any and all claims for damages and injunctive relief for past,
present and future infringement, dilution, misappropriation, violation, misuse or
breach with respect to any of the foregoing, with the right, but not the obligation,
to sue for and collect, or otherwise recover, such damages; and




     (vi) any and all proceeds of, collateral for, income, royalties and
other payments now or hereafter due and payable with respect to, and supporting
obligations relating to, any and all of the Collateral of or arising from any of the
foregoing.



     SECTION 2. Security for Obligations. The grant of a security interest in
the Collateral by each Grantor under this IP Security Agreement secures the payment of all
Obligations of such Grantor now or hereafter existing under or in respect of the Loan Documents,
whether direct or indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action,
costs, expenses or otherwise. Without limiting the generality of the foregoing, this IP Security
Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the
Secured Obligations and that would be owed by such Grantor to any Secured Party under the Loan
Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.



     SECTION 3. Recordation. Each Grantor authorizes and requests that the
Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any
other applicable government officer record this IP Security Agreement.



     SECTION 4. Execution in Counterparts. This IP Security Agreement may be
executed in any number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     SECTION 5. Grants, Rights and Remedies. This IP Security Agreement has
been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does
hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights
and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in
the Security Agreement, the terms and provisions of which are incorporated herein by reference as
if fully set forth herein.



     SECTION 6. Governing Law. This IP Security Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.



     SECTION 7. Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Collateral Agent pursuant to this IP
Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are
subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the
terms of the Intercreditor Agreement and this IP Security Agreement, the terms of the Intercreditor
Agreement shall govern and control.



Terremark — Form of IP Security Agreement




C-2









 





     IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.



	 	 	 	 	 
	 	TERREMARK WORLDWIDE, INC. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Address for Notices:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	[SUBSIDIARY].

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Address for Notices:

 	 
	 	 	 
	 	 	 
	 	 	 
	 




Terremark — Form of IP Security Agreement




C-3









 





	 	 	 	 	 
	 	[SUBSIDIARY].

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Address for Notices:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



 Terremark — Form of IP Security Agreement




C-4









 








Exhibit D to the

Second Lien Security Agreement




FORM OF SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT





     SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (“IP Security Agreement
Supplement”) dated [____________, ____________], is made by the Person listed on the signature page hereof
(the “Grantor”) in favor of Credit Suisse, acting through one or more of its branches, or any
Affiliate thereof (“Credit Suisse”), as second lien collateral agent (the “Collateral Agent”) for
the Secured Parties (as defined in the Credit Agreement referred to below).



     WHEREAS, Terremark Woldwide, Inc., a Delaware corporation, has entered into a Second Lien
Senior Secured Credit Agreement dated as of July 31, 2007 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), with Credit Suisse,
as Administrative Agent and Collateral Agent, and the Lenders party thereto. Terms defined in the
Credit Agreement and not otherwise defined herein are used herein as defined in the Credit
Agreement.



     WHEREAS, pursuant to the Credit Agreement, the Grantor and certain other Persons have executed
and delivered that certain Second Lien Security Agreement dated July 31, 2007 made by the Grantor
and such other Persons to the Collateral Agent (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”) and that certain Intellectual
Property Security Agreement dated July 31, 2007 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “IP Security Agreement”).



     WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the Collateral
Agent, for the ratable benefit of the Secured Parties, a security interest in the Additional
Collateral (as defined in Section 1 below) of the Grantor and has agreed as a condition
thereof to execute this IP Security Agreement Supplement for recording with the U.S. Patent and
Trademark Office, the United States Copyright Office and other governmental authorities.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Grantor agrees as follows:



     SECTION 1. Grant of Security. Each Grantor hereby grants to the Collateral
Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s
right, title and interest in and to the following (the “Collateral”):




     (i) the patents and patent applications set forth in Schedule A
hereto (the “Patents”);




     (ii) the trademark and service mark registrations and applications
set forth in Schedule B hereto (provided that no security interest shall be granted
in United States intent-to-use trademark applications to the extent that, and solely
during the period in which, the grant of a security interest therein would impair
the validity or enforceability of such intent-to-use trademark applications under
applicable federal law), together with the goodwill symbolized thereby (the
“Trademarks”);



Terremark — Form of IP Security Agreement Supplement




D-1









 






     (iii) the copyright registrations and applications and exclusive
copyright licenses set forth in Schedule C hereto (the “Copyrights”);




     (iv) all reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations of any of the foregoing, all rights in the
foregoing provided by international treaties or conventions, all rights
corresponding thereto throughout the world and all other rights of any kind
whatsoever of such Grantor accruing thereunder or pertaining thereto;




     (v) all any and all claims for damages and injunctive relief for
past, present and future infringement, dilution, misappropriation, violation, misuse
or breach with respect to any of the foregoing, with the right, but not the
obligation, to sue for and collect, or otherwise recover, such damages; and




     (vi) any and all proceeds of, collateral for, income, royalties and
other payments now or hereafter due and payable with respect to, and supporting
obligations relating to, any and all of the foregoing or arising from any of the
foregoing.



     SECTION 2. Supplement to Security Agreement. Schedule VI to the Security
Agreement is, effective as of the date hereof, hereby supplemented to add to such Schedule the
Additional Collateral.



     SECTION 3. Security for Obligations. The grant of a security interest in
the Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the
payment of all Obligations of the Grantor now or hereafter existing under or in respect of the Loan
Documents, whether direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes
of action, costs, expenses or otherwise.



     SECTION 4. Recordation. The Grantor authorizes and requests that the
Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any
other applicable government officer to record this IP Security Agreement Supplement.



     SECTION 5. Grants, Rights and Remedies. This IP Security Agreement
Supplement has been entered into in conjunction with the provisions of the Security Agreement. The
Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to,
and the rights and remedies of, the Collateral Agent with respect to the Additional Collateral are
more fully set forth in the Security Agreement, the terms and provisions of which are incorporated
herein by reference as if fully set forth herein.



     SECTION 6. Governing Law. This IP Security Agreement Supplement shall be
governed by, and construed in accordance with, the laws of the State of New York.



     SECTION 7. Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Collateral Agent pursuant to this IP
Security Agreement Supplement and the exercise of any right or remedy by the Collateral Agent
hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and this IP Security Agreement
Supplement, the terms of the Intercreditor Agreement shall govern and control.


Terremark — Form of IP Security Agreement Supplement




D-2









 





     IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly
executed and delivered by its officer thereunto duly authorized as of the date first above written.



	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	 	Address for Notices:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Terremark — Form of IP Security Agreement Supplement




D-3









 








Schedule I to the

Security Agreement




LOCATION, CHIEF EXECUTIVE OFFICE, PLACE WHERE AGREEMENTS ARE MAINTAINED, TYPE OF ORGANIZATION,

JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place Where	 	 	 	 	 	 
	 	 	 	 	Chief	 	Agreements	 	 	 	Jurisdiction	 	 
	 	 	 	 	Executive	 	are	 	Type of	 	of	 	Organizational
	Grantor	 	Location	 	Office	 	Maintained	 	Organization	 	Organization	 	I.D. No.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





D-4









 






Schedule II to the

Second Lien Security Agreement




PLEDGED INTERESTS AND PLEDGED DEBT




Part I




Initial Pledged Interests




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	of	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 
	 	 	 	 	 	 	 	 	 	Class of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Shares of the	 	 
	 	 	 	 	 	 	 	 	 	Equity	 	 	 	 	 	 	 	 	Certificate	 	 	 	Number	 	 	 	Same Class of	 	 
	 	Grantor	 	 	Issuer	 	 	 	Interest	 	 	 	Par Value	 	 	 	No(s)	 	 	 	of Shares	 	 	 	Equity Interest	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





Part II




Initial Pledged Debt




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Final	 	 	Outstanding	 
	 	 	 	 	Debt	 	 	Description of	 	 	Debt Certificate	 	 	Scheduled	 	 	Principal	 
	 	Grantor	 	 	Issuer	 	 	Debt	 	 	No(s).	 	 	Maturity	 	 	Amount	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





Part III




Other Investment Property




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Name of	 	 	Certificate	 	 	 	 	 	Other Identification	 
	 	Grantor	 	 	Issuer	 	 	Investment	 	 	No(s)	 	 	Amount	 	 	(if any)	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






D-5









 








Schedule III to the

Second Lien Security Agreement




ASSIGNED AGREEMENTS





D-6









 








Schedule IV to the

Security Agreement




LOCATIONS OF EQUIPMENT AND INVENTORY




[Name of Grantor]




     Locations of Equipment:



     Locations of Inventory:



[Name of Grantor]




     Locations of Equipment:



     Locations of Inventory



D-7









 





Schedule V to the

Second Lien Security Agreement




CHANGES IN NAME, LOCATION, ETC.





D-8









 








Schedule VI to the

Second Lien Security Agreement




INTELLECTUAL PROPERTY COLLATERAL




I. Patents




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Patent	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Titles	 	Country	 	Patent No.	 	Applic. No.	 	Filing Date	 	Issue Date
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





II. Domain Names and Trademarks




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Domain	 	 	 	 	 	Reg.	 	Applic.	 	Filing	 	Issue
	Grantor	 	Name/Mark	 	Country	 	Mark	 	No.	 	No.	 	Date	 	Date
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





III. Trade Names




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Names





IV. Copyrights




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of	 	 	 	 	 	 	 	 	 	Filing	 	Issue
	Grantor	 	Work	 	Country	 	Title	 	Reg. No.	 	Applic. No.	 	Date	 	Date
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





V. IP Agreements




	 	 	 
	Grantor	 	IP Agreements
	 
	 	 
	 
	 	 





D-9









 








Schedule VII to the

Second Lien Security Agreement




ACCOUNT COLLATERAL1




	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Grantor	 	 	Type of Account	 	 	Name and Address of Bank	 	 	Account Number	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 







 




			
	1	 	List all deposit accounts, including any
Collateral Account, letter of credit collateral account, cash concentration
account and operating account that exist on the date of the Second Lien
Security Agreement.




D-10









 










Schedule VIII to the

Second Lien Security Agreement




COMMERCIAL TORT CLAIMS




[Describe nature of claim(s)-see Comment 5 to UCC Section 9-108]





D-11









 








Schedule IX to the

Second Lien Security Agreement




LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Nominated	 	 	 	 	 	 	 	 	Maximum	 	 	 	 
	 	Beneficiary	 	 	 	 	 	Person	 	 	Account	 	 	 	 	 	Available	 	 	 	 
	 	(Grantor)	 	 	Issuer	 	 	(if any)	 	 	Party	 	 	Number	 	 	Amount	 	 	Date	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






D-12