convenience
only and shall not affect the construction hereof.
[NEW GUARANTOR]
By:
Name:
Title:
C-2
EXHIBIT D
FORM OF SUBORDINATION AND INTERCREDITOR AGREEMENT
See attached
D-1
EXHIBIT E
FORM OF INDENTURE
See attached.
E-1
EXHIBIT F
FORM OF REGISTRATION RIGHTS
See attached.
F-1
EXHIBIT G
FORM OF COMPLIANCE CERTIFICATE
THE UNDERSIGNED HEREBY CERTIFY THAT:
I AM THE DULY ELECTED [TITLE] OF TERREMARK WORLDWIDE, INC., A DELAWARE
CORPORATION (THE "COMPANY");
I HAVE REVIEWED THE TERMS OF THAT CERTAIN PURCHASE AGREEMENT DATED AS
OF JANUARY 5, 2007, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED TO THE DATE
HEREOF (SAID PURCHASE AGREEMENT, AS SO AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED, BEING THE "PURCHASE AGREEMENT", THE TERMS DEFINED THEREIN AND NOT
OTHERWISE DEFINED IN THIS CERTIFICATE (INCLUDING ATTACHMENT NO. 1 ANNEXED HERETO
AND MADE A PART HEREOF) BEING USED IN THIS CERTIFICATE AS THEREIN DEFINED), BY
AND AMONG THE COMPANY, THE GUARANTORS LISTED THEREIN, THE AGENT AND THE
PURCHASERS, AND THE TERMS OF THE OTHER BASIC DOCUMENTS;
TO THE BEST OF MY KNOWLEDGE AFTER DUE INQUIRY, EACH OF THE COMPANY AND
ITS RESPECTIVE SUBSIDIARIES HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND
OTHER AGREEMENTS, AND SATISFIED EVERY CONDITION, CONTAINED IN THE PURCHASE
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO BE OBSERVED, PERFORMED OR
SATISFIED BY IT;
[TO THE BEST OF MY KNOWLEDGE, NO DEFAULT OR EVENT OF DEFAULT EXISTS ON
THE DATE HEREOF, OTHER THAN:
[IF NONE,
SO STATE];]1 AND
TERREMARK WORLDWIDE, INC.
By:
Name:
Title:
1
Only in connection with delivery of this certificate to Noteholders
G-1
EXHIBIT H
FORM OF LANDLORD ACCESS AGREEMENT
See attached.
H-1
EXHIBIT I
FORM OF MORTGAGE
LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
BY
NAP OF THE AMERICAS/WEST, INC.,
as Grantor,
TO
[
]
as Trustee for the benefit of
[
]
as Agent,
Beneficiary
Dated as of [
], 200[
]
Relating to Premises in:
Santa Clara County, California
This instrument was prepared in consultation with
counsel in the state in which the Trust Property is
located by the attorney named below and after
recording, please return to:
[
]
I-1
TABLE OF CONTENTS
Page
Article 1 DEFINITIONS AND INTERPRETATION
6
Section 1.1 Definitions
6
Article 2 GRANTS AND SECURED OBLIGATIONS
9
Section 2.1 Grant of Trust Property
9
Section 2.2 Assignment of Leases and Rents
10
Section 2.3 Secured Obligations
11
Section 2.4 Future Advances
11
Section 2.5 Maximum Amount of Indebtedness
11
Section 2.6 Last Dollar Secured
12
Section 2.7 No Release
12
Article 3 REPRESENTATIONS AND WARRANTIES OF GRANTOR
12
Section 3.1 Incorporation of Purchase Agreement
12
Section 3.2 Warranty of Title
12
Section 3.3 Condition of Trust Property
13
Section 3.4 Charges
13
Article 4 CERTAIN COVENANTS OF GRANTOR
13
Section 4.1 Payment and Performance
13
Section 4.2 Title
13
Section 4.3 Inspection
14
Section 4.4 Limitation on Liens; Transfer Restrictions
14
Section 4.5 Insurance
15
Article 5 CONCERNING ASSIGNMENT OF LEASES AND RENTS
15
Section 5.1 Present Assignment;