SECURITY AGREEMENT

Exhibit 10.2

EXECUTION COPY

SECURITY AGREEMENT

Dated June 24, 2009

From

TERREMARK WORLDWIDE, INC.,

and the other Grantors referred to herein,

as Grantors

to

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Trustee

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T A B L E O F C O N T E N T S

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SECURITY AGREEMENT

     SECURITY AGREEMENT dated June 24, 2009 (this “Agreement”) made by Terremark Worldwide, Inc., a Delaware corporation (the “ Company ”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 24 ) (the Company and the Persons so listed and the Additional Grantors being, collectively, the “ Grantors ”), to U.S. Bank National Association, (“ US Bank ”), as collateral trustee (in such capacity, together with any successor collateral trustee appointed pursuant to the Collateral Trust Agreement (as hereinafter defined), the “ Collateral Trustee ”) for the Parity Lien Representatives and the holders of Parity Lien Obligations (each as defined in the Collateral Trust Agreement and collectively, together with the Collateral Trustee, the “ Secured Parties ”).

      PRELIMINARY STATEMENTS:

     (1) The Company and the other Grantors have entered into an indenture dated as of June 24, 2009 as amended, amended and restated, supplemented and otherwise modified from time to time (the " Indenture ”) with The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”) for the holders of the Company’s Senior Secured Notes due 2017 (including any additional notes that may be issued under the Indenture from time to time and any exchange notes issued in respect of such notes and additional notes, the " Notes " ). The Grantors (other than the Company) have guaranteed the obligations of the Company in respect of the Notes pursuant to a note guarantee set forth in the Indenture.

     (2) The Company and the other Grantors may enter into other Parity Lien Documents in respect of additional Parity Lien Obligations to be incurred in the future.

     (3) In order to induce the Trustee to enter into the Indenture and the Parity Lien Representatives and the other holders of the Parity Lien Obligations to enter into the other Parity Lien Documents, the Grantors have agreed to grant, pursuant to the terms of this Agreement, a continuing security interest in and to the Collateral to the Collateral Trustee for the ratable benefit of the Secured Parties to secure the Parity Lien Obligations.

     (4) 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.

     (5) 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.

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

     (7) It is a condition precedent to the entry into the Parity Lien Documents by the Parity Lien Representatives and the other holders of Parity Lien Obligations that the Grantors shall have granted to the Collateral Trustee for the ratable benefit of the Secured Parties the security interest in the Collateral granted under this Agreement.

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     (8) The Collateral Trustee has agreed, pursuant to the terms of the Collateral Trust Agreement, dated as of the date hereof, by and among the Company, the other Grantors, the Collateral Trustee, the Trustee and the other parties party thereto (as amended, amended and restated and otherwise modified from time to time, the “ Collateral Trust Agreement ”) to accept the grant of a security interest under this Agreement as security for the Parity Lien Obligations (referred to herein as “ Secured Obligations ”).

     (9) Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Indenture and the other Parity Lien Documents.

     (10) Capitalized terms used herein and not otherwise defined in this Agreement are used in this Agreement as defined in the Indenture or the Collateral Trust Agreement. Further, unless otherwise defined in this Agreement or in the Indenture or the Collateral Trust 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 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 parties to enter into the Parity Lien Documents from time to time, each Grantor hereby agrees with the Collateral Trustee for the ratable benefit of the Secured Parties as follows:

      Grant of Security . Each Grantor hereby grants to the Collateral Trustee, 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 ”);

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     (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 ”);

     (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;

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     (e) each of the agreements listed on Schedule III hereto, each IP Agreement (as hereinafter defined) and each Hedging Obligation 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 ”);

     (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 Trustee 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 ”);

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     (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;

     (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 Trustee 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 Trustee 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;

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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 Company, 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 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; (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; (iv) the Collateral shall not include any interests of the Company or any Grantor in any contract, license, permit, authorization or franchise with government authorities relating to the Permitted Business (as defined in the Indenture); provided that the security interest granted under this Agreement shall attach to any contract, license, permit, authorization or franchise relating to the Permitted Business, to which the applicable governmental authority has consented to the grant of a security interest under the Security Documents; and (v) after-acquired property designated as an “Excluded Asset” pursuant to the Indenture (the items described in the foregoing clauses (ii) through (v) collectively, the “ Excluded Assets ”). Notwithstanding the immediately preceding sentence, if at any time such property or asset ceases to be an Excluded Asset, then the right to receive, and any interest in, all proceeds of, or monies or other consideration received from or attributable to the sale, transfer, assignment or other disposition of such assets shall not constitute Excluded Assets. Notwithstanding the foregoing, the Collateral shall include (and Excluded Assets shall be deemed to exclude) (x) the right to receive all proceeds derived from the sale, assignment, transfer or transfer of control of Excluded Assets (unless such right independently constitutes Excluded Assets) and (y) proceeds of Excluded Assets (unless such proceeds independently constitute Excluded Assets)

     Section 2. Security for Obligations . This Agreement secures, in the case of each Grantor, the payment of all Secured Obligations of such Grantor now or hereafter existing under the Parity Lien 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. 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 Parity Lien Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Grantor.

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     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 Trustee 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 Parity Lien 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 Trustee pursuant hereto 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 Trustee. With respect to certificates or instruments representing or evidencing Security Collateral that are currently in possession of a prior collateral agent, within 10 days of the date hereof, such certificates or instruments shall be delivered to the Collateral Trustee, or if such certificates or instruments cannot be located, an affidavit of loss in respect of such certificates in a mutually agreed form shall be delivered to the Collateral Trustee and new certificates evidencing such pledged equity and such pledged debt shall be issued by the Company and each other applicable Grantor and shall be delivered to the Collateral Trustee. The parties acknowledge that the Collateral Trustee shall not have any responsibility with respect to such certificates or instruments until taking possession thereof in accordance with the terms herein. Upon the occurrence and during the continuance of any event or condition which, under the terms of any Parity Lien Document, causes or permits the holders of any Parity Lien Obligations to cause such Parity Lien Obligations to become immediately due and payable (with the giving of notice or passage of time or both) (a “ Parity Lien Event of Default ”), the Collateral Trustee 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 Trustee 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 the issuer thereof (or, if the issuer thereof is not a Subsidiary of such Grantor, will use commercially reasonable efforts to cause the issuer thereof) either (i) to register the Collateral Trustee as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Trustee. 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 Trustee upon the occurrence and during the continuance of a Parity Lien Event of Default, such Grantor will notify each such issuer of Pledged Interests pledged by such Grantor that such Pledged Interests is subject to the security interest granted hereunder.

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     (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 Trustee 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 Trustee as the entitlement holder of such security entitlement against such securities intermediary or (ii) no later than 60 days after the date hereof (or such later date as may be specified by the Collateral Trustee in its sole discretion), to agree in an authenticated record with such Grantor and the Collateral Trustee 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 Trustee 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 Trustee.

     (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 delivery of a written request of the Collateral Trustee upon the occurrence and during the continuance of a Parity Lien 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 Secured Obligation , if applicable, any Hedging Obligation (as defined in any Parity Lien Document) secured by the Collateral or commitment to advance funds to a Grantor which if advanced would constitute Secured Obligations shall be in effect:

     (a) No later than sixty (60) days after the date hereof, as such date may be extended on the terms permitted by the Indenture or Collateral Trust Agreement, at all times thereafter, each Grantor will maintain all Account Collateral only with the Collateral Trustee or with a bank (the “ Pledged Account Bank ”) that has agreed, in a record authenticated by the Grantor, the Collateral Trustee and the Pledged Account Bank, to (A) comply with instructions originated by the Collateral Trustee directing the disposition of funds in the Account Collateral without the further consent of the Grantor following the occurrence of a Parity Lien Event of Default and (B) waive or subordinate in favor of the Collateral Trustee 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 Trustee (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 sixty (60) days after the creation of such Account Collateral; provided further, that no Account Control Agreement shall be required in respect of deposit, checking or securities accounts the individual balance of which does not exceed $2,500,000 and does not exceed, when aggregated with the balance of all other such deposit, checking and securities accounts for which no corresponding Account Control Agreement is in effect, $10,000,000.

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     (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 unless, (A) the Collateral Trustee shall have received at least 10 days’ prior written notice of such additional bank or such new deposit account and (B) the Collateral Trustee shall have received, in the case of a bank or Pledged Account Bank that is not the Collateral Trustee, 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 Trustee 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 Trustee and deliver to the Collateral Trustee and the Trustee a certificate of an acceptable officer of such Grantor detailing the Account Collateral to be terminated and certifying that such termination is permitted under the Secured Debt Documents (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 Trustee 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 a Parity Lien Event of Default has occurred and is continuing.

     (c) Upon any termination by a Grantor of any Deposit 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 Trustee 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 Trustee.

     (d) The Collateral Trustee 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 Trustee’s instructions, be paid or released to or for the account of, or withdrawn by or for the account of, the Company or any other Person from any Cash Collateral Account.

     (e) If a Parity Lien Event of Default shall have occurred and be continuing, the Collateral Trustee 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 Parity Lien Documents and (ii) transfer, or direct the transfer of, funds from the Deposit Accounts to a Cash Collateral Account.

     Section 6. Release of Amounts . So long as no Parity Lien Event of Default shall have occurred and be continuing, the Collateral Trustee will pay and release, or direct the applicable Pledged Account Bank to pay and release, to the Company or at its order or, at the request of the Company, to the Trustee to be applied to the Secured Obligations of the Company under the Parity Lien 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 Parity Lien Documents.

     Section 7. Maintaining Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights and Giving Notice of Commercial Tort Claims . So long as any Secured Obligation shall remain unpaid or unsatisfied, if applicable, any letter of credit or Hedging Obligation secured by the Collateral or commitment to advance funds to a Grantor which if advanced would constitute Secured Obligations shall be in effect shall be in effect:

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     (a) Each Grantor will maintain all (i) electronic chattel paper so that the Collateral Trustee 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 Trustee 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 Trustee of any material commercial tort claim that such Grantor has from time to time 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 to the first priority security interest created under this Agreement.

     Section 8. Representations and Warranties . Each Grantor represents and warrants as of the date hereof and on the date of incurrence of any new Series of Parity Lien Debt 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 $200,000 have been delivered to the Collateral Trustee; provided that, Security Collateral that is not required to be delivered to the Collateral Trustee pursuant to the foregoing shall not exceed an aggregate face value of $1,000,000. All originals of all chattel paper that evidence Receivables individually or in the aggregate in an amount in excess of $200,000 have been delivered to the Collateral Trustee, in each case to the extent that the delivery thereof to the Collateral Trustee 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 Trustee 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 any Parity Lien Document. 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 Trustee relating to the Parity Lien Documents or as may have been filed in connection with a Lien, claim, option or right of others that is not prohibited under a Parity Lien Document.

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     (d) Such Grantor has exclusive possession and control of the Equipment and Inventory other than Equipment and 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 Equipment and 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 or under the Parity Lien Documents) 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 Parity Lien Documents.

     (e) The Pledged Interests 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 (or, in the case of any issuer that is not a Subsidiary of such Grantor, has used commercially reasonable efforts to cause) the issuer thereof either (i) to register the Collateral Trustee as the registered owner of such securities or (ii) to agree in an authenticated record with such Grantor and the Collateral Trustee that such issuer will comply with instructions with respect to such securities originated by the Collateral Trustee 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 = 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 $200,000 have been delivered to the Collateral Trustee) and is not in default; provided that, notes that are not required to be delivered to the Collateral Trustee pursuant to the foregoing shall not exceed an aggregate face value of $1,000,000.

     (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 Trustee), 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 Trustee’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 Trustee for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral of such Grantor, subject to Liens permitted under the Parity Lien Documents, securing the payment of the Secured Obligations.

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     (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 first priority nature of such security interest, subject to Liens permitted under the Parity Lien Documents 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 Trustee 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.

     (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, (i) such Grantor is the exclusive owner of all right, title and interest in and to the Intellectual Property Collateral owned by such Grantor and material to such Grantor’s business, (ii) with respect to all Intellectual Property Collateral licensed from third parties, to such Grantor’s knowledge, such Grantor has the right to use all such Intellectual Property Collateral subject only to the terms of the IP Agreements and applicable law or regulation, and (iii) with respect to all other Intellectual Property Collateral, such Grantor has the right to use all such Intellectual Property Collateral subject only to the terms of the IP Agreements and applicable law or regulation and except with respect to third party patents with respect to which such Grantor has no knowledge.

     (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.

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     (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. 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 or contravention of the terms of any license or other agreement to which such Grantor is a party; provided that any claim, action, suit, investigation or proceeding that has been initiated but with respect to which such Grantor has not been served with process or otherwise has not received notice thereof shall be deemed to be threatened and not pending. 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 under the Parity Lien Documents, 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 Parity Lien 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 authorization of and 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.

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     (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 Intellectual Property Collateral owned by such Grantor, (ii) to such Grantor’s knowledge, no Intellectual Property Collateral licensed from third parties, and (iii) no other Intellectual Property Collateral is, in each case, subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling restricting the use of any material Intellectual Property Collateral or, except with respect to Intellectual Property Collateral that is required to be registered or patented to be valid and enforceable and is not registered or patented, that would impair the validity or enforceability of such Intellectual Property Collateral.

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

     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 desirabl