COLLATERAL TRUST AGREEMENT dated as of June 24, 2009 among

Exhibit 10.4

EXECUTION VERSION

COLLATERAL TRUST AGREEMENT

dated as of June 24, 2009

among

TERREMARK WORLDWIDE, INC. ,

the Guarantors from time to time party hereto,

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. ,
as Trustee under the Indenture,

the other Secured Debt

Representatives from time to time party hereto

and

U.S. BANK NATIONAL ASSOCIATION ,
as Collateral Trustee

Terremark — Collateral Trust Agreement

TABLE OF CONTENTS

Terremark — Collateral Trust Agreement

EXHIBIT A — Additional Secured Debt Designation
EXHIBIT B — Form of Collateral Trust Joinder—Additional Secured Debt
EXHIBIT C — Form of Collateral Trust Joinder—Additional Guarantors

Terremark — Collateral Trust Agreement

     This Collateral Trust Agreement (this “ Agreement ” ) is dated as of June 24, 2009 and is by and among Terremark Worldwide, Inc., a Delaware corporation (the “ Company ” ), the Guarantors from time to time party hereto, The Bank of New York Mellon Trust Company, N.A., as Trustee (as defined below), the other Secured Debt Representatives from time to time party hereto, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “ Collateral Trustee ” ).

RECITALS

     The Company intends to issue 12% Senior Secured Notes due 2017 (together with any additional notes issued under the Indenture (as defined below) and any exchange notes related to such notes and additional notes, the “ Notes ” ) in an aggregate principal amount of $420,000,000 pursuant to an Indenture dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “ Indenture ” ) among the Company, the Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity and together with its successors in such capacity, the “ Trustee ” ).

     The Company and the Guarantors intend to secure the Obligations under the Notes, the Guarantees of the Notes and the Indenture and any future Parity Lien Debt and any future Junior Lien Debt, with Liens on all present and future Collateral to the extent that such Liens have been provided for in the applicable Security Documents.

     This Agreement sets forth the terms on which each Secured Party has appointed the Collateral Trustee to act as the collateral trustee for the present and future holders of the Secured Obligations to receive, hold, maintain, administer and distribute the Collateral at any time delivered to the Collateral Trustee or the subject of the Security Documents, and to enforce the Security Documents and all interests, rights, powers and remedies of the Collateral Trustee with respect thereto or thereunder and the proceeds thereof.

     Capitalized terms used in this Agreement have the meanings assigned to them above or in Article 1 below.

     In consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE 1.DEFINITIONS; PRINCIPLES OF CONSTRUCTION

     SECTION 1.1 Defined Terms . The following terms will have the following meanings:

      “ Act of Required Debtholders ” means, as to any matter at any time:

     (1) prior to the Discharge of Parity Lien Obligations, a direction in writing delivered to the Trustee and the Collateral Trustee by or with the written consent of the holders of Parity Lien Debt representing the Required Parity Lien Debtholders; and

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     (2) at any time after the Discharge of Parity Lien Obligations, a direction in writing delivered to the Collateral Trustee by or with the written consent of the holders of Junior Lien Debt representing the Required Junior Lien Debtholders.

For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding and (b) votes will be determined in accordance with Section 7.2.

      “ Additional Secured Debt ” has the meaning set forth in Section 3.8.

      “Additional Secured Debt Designation” means a notice in substantially the form of Exhibit A .

      “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock (as defined in the Indenture) of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

      “ Agreement ” has the meaning set forth in the preamble.

      “ Attributable Debt ” has the meaning assigned to it in the Indenture.

      “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed.

      “ Capital Lease Obligations ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be classified and accounted for as a capitalized lease obligation on a balance sheet in accordance with GAAP.

      “ Capital Stock ” means:

     (a) in the case of a corporation, corporate stock of any class;

     (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

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     (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

      “ Class ” means (a) in the case of Parity Lien Debt, every Series of Parity Lien Debt, taken together, and (b) in the case of Junior Lien Debt, every Series of Junior Lien Debt, taken together.

     “ Collateral ” means all assets, now owned or hereafter acquired, of the Company, any Guarantor, or any other Person, to the extent such assets are pledged or assigned or purported to be pledged or assigned, or are required to be pledged or assigned under the Secured Debt Documents to the Collateral Trustee, together with the Proceeds and products thereof. For purposes of clarification, the Collateral shall not include any Excluded Assets or any assets released from the Liens of the Collateral Trustee in accordance with the Secured Debt Documents or with respect to which the Collateral Trustee is required to release its Liens pursuant to this Agreement or the Secured Debt Documents; provided , that, if such Liens are required to be released as a result of the sale, transfer or other disposition of any assets of the Company or any Guarantor, such assets will cease to be excluded from the Collateral if the Company or any Guarantor thereafter acquires or reacquires such assets.

      “ Collateral Trustee ” has the meaning set forth in the preamble.

      “ Collateral Trust Joinder ” means (a) with respect to the provisions of this Agreement relating to any Additional Secured Debt, an agreement substantially in the form of Exhibit B and (b) with respect to the provisions of this Agreement relating to the addition of additional Guarantors, an agreement substantially in the form of Exhibit C .

      “ Company ” has the meaning set forth in the preamble.

      “ Discharge of Parity Lien Obligations ” means the occurrence of all of the following:

     (1) termination or expiration of all commitments to extend credit that would constitute Parity Lien Debt;

     (2) payment in full in cash of the principal of, and interest and premium, if any, on all Parity Lien Debt (other than any undrawn letters of credit);

     (3) discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn amount and (B) the percentage of the aggregate undrawn amount required for release of liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt; and

     (4) payment in full in cash of all other Parity Lien Obligations that are outstanding and unpaid at the time the Parity Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

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      “ Equally and Ratably ” means, in reference to sharing of Liens on the Collateral or proceeds of such Collateral as between holders of Secured Obligations within the same Class after payment of fees, costs and expenses (including, but not limited to, attorney’s fees and expenses) of the Collateral Trustee in accordance with Section 3.4 and the Parity Lien Representatives in accordance with the applicable Secured Debt Document, that such Liens or proceeds:

     (1) will be allocated and distributed in accordance with Section 3.4 first to the Secured Debt Representative for each outstanding Series of Secured Debt within that Class, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) forming part of, and Hedging Obligations to the extent constituting Secured Debt pursuant to the terms of, each outstanding Series of Secured Debt within that Class when the allocation or distribution is made; and thereafter; and

     (2) will be allocated and distributed in accordance with Section 3.4 (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit) forming part of, and Hedging Obligations to the extent constituting Secured Debt pursuant to the terms of, each outstanding Series of Secured Debt within that Class) to the Secured Debt Representative for each outstanding Series of Secured Debt within that Class, for the account of the holders of any remaining Secured Obligations within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Secured Obligations within that Class due and demanded (with written notice to the applicable Secured Debt Representative and the Collateral Trustee) prior to the date such distribution is made.

      “ Excluded Assets ” has the meaning set forth in the Security Agreement.

      “ Fair Market Value ” has the meaning assigned to it in the Indenture.

      “ GAAP ” means generally accepted accounting principles, consistently applied, which are in effect in the United States from time to time or any successor principles so in effect; provided that GAAP shall not give effect to the effect of FASB No. APB14-1.

      “ Guarantee ” means, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

      “ Guarantors ” means any Person that at any time provides a Guarantee of any Secured Obligations.

      “ Hedging Obligations ” has the meaning assigned to it in the Indenture.

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      “ Indebtedness ” means, with respect to any specified Person at any date, any indebtedness of such Person, whether or not contingent, without duplication:

     (1) in respect of borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

     (3) in respect of banker’s acceptances;

     (4) representing Capital Lease Obligations and Attributable Debt;

     (5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;

     (6) representing any Hedging Obligations; or

     (7) in respect of all conditional sale obligations and all obligations under title retention agreements,

     if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, and (y) to the extent not otherwise included, the guarantee by the specified Person of any indebtedness of any other Person.

     The amount of any Indebtedness outstanding as of any date will be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and will be:

     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

     (2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

      “ Indemnified Liabilities ” means any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, taxes, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other Security Documents, including any of the foregoing relating to the use of proceeds of any Secured Debt or the violation of, noncompliance with or liability under, any law applicable to or enforceable against the Company, any of its Subsidiaries or any Guarantor or any of the Collateral and all reasonable costs and expenses (including reasonable fees and expenses of legal counsel selected by the Indemnitee) incurred by any Indemnitee in connection with any claim, action, investigation or proceeding in any respect relating to any of the foregoing, whether or not suit is brought.

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      “ Indemnitee ” has the meaning set forth in Section 7.11(a).

      “ Indenture ” has the meaning set forth in the recitals.

      “ Insolvency or Liquidation Proceeding ” means:

     (1) any case commenced by or against the Company or any Guarantor under Title 11, U.S. Code, or any similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any Guarantor, any receivership or assignment for the benefit of creditors relating to the Company or any Guarantor or any similar case or proceeding relative to the Company or any Guarantor or its creditors, as such, in each case whether or not voluntary;

     (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

     (3) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any Guarantor are determined and any payment or distribution is or may be made on account of such claims.

      “ Junior Lien ” means a Lien granted by a Security Document to the Collateral Trustee, at any time, upon any Collateral to secure Junior Lien Obligations.

      “ Junior Lien Debt ” means:

     (1) any Indebtedness (including letters of credit and reimbursement obligations with respect thereto) of the Company or any Guarantor that is secured on a subordinated basis to the Parity Lien Debt by a Junior Lien that was permitted to be incurred and so secured under each applicable Secured Debt Document;

      provided , that:

     (a) on or before the date on which such Indebtedness is incurred by the Company or such Guarantor, such Indebtedness is designated by the Company as “Junior Lien Debt” for the purposes of the Secured Debt Documents in an Additional Secured Debt Designation executed and delivered in accordance with Section 3.8(b); provided , that no Series of Secured Debt may be designated as both Junior Lien Debt and Parity Lien Debt;

     (b) the Junior Lien Representative for such Indebtedness executes and delivers a Collateral Trust Joinder, in accordance with Section 3.8(a);

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     (c) such Indebtedness is governed by an indenture, credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation; and

     (d) all other requirements set forth in Section 3.8 hereof have been complied with (and the satisfaction of such requirements will be conclusively established if the Company delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements have been satisfied and that such Indebtedness is “Junior Lien Debt”); and

     (2) Hedging Obligations of the Company or any Guarantor incurred to hedge or manage interest rate risk with respect to Junior Lien Debt; provided that, pursuant to the terms of the Junior Lien Documents, such Hedging Obligations are secured by a Junior Lien on all of the assets and properties that secure the Indebtedness in respect of which such Hedging Obligations are incurred.

      “ Junior Lien Documents ” means, collectively, any indenture, credit agreement or other agreement governing a Series of Junior Lien Debt and the Security Documents (other than any Security Documents that do not create or perfect Liens securing Junior Lien Obligations).

      “ Junior Lien Obligations ” means Junior Lien Debt and all other Obligations in respect thereof.

      “ Junior Lien Representative ” means, in the case of any future Series of Junior Lien Debt, the trustee, agent or representative of the holders of such Series of Junior Lien Debt who (A) is appointed as a Junior Lien Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Junior Lien Debt, together with its successors in such capacity, and (B) that has executed a Collateral Trust Joinder.

      “ Junior Trust Estate ” has the meaning set forth in Section 2.2.

      “ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in such asset and any filing of or agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction.

      “Lien Sharing and Priority Confirmation” means:

     (1) as to any Series of Parity Lien Debt, the written agreement enforceable against the holders of such Series of Parity Lien Debt, as set forth in the applicable Secured Debt Document:

     (a) for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and each existing and future Parity Lien Representative, that all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by the Company or any Guarantor to secure any Obligations in respect of such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations Equally and Ratably;

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     (b) for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt, and each existing and future Parity Lien Representative and Junior Lien Representative, that the holders of Obligations in respect of such Series of Parity Lien Debt are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from enforcement of Parity Liens; and

     (c) consenting to and directing the Collateral Trustee to perform its obligations under this Agreement and the other Security Documents.

     (2) as to any Series of Junior Lien Debt, the written agreement enforceable against the holders of such Series of Junior Lien Debt, as set forth in the applicable Secured Debt Document:

     (a) for the enforceable benefit of all holders of each existing and future Series of Junior Lien Debt and Series of Parity Lien Debt and each existing and future Junior Lien Representative and Parity Lien Representative, that all Junior Lien Obligations will be and are secured Equally and Ratably by all Junior Liens at any time granted by the Company or any Guarantor to secure any Obligations in respect of such Series of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Junior Lien Obligations Equally and Ratably;

     (b) for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt and each existing and future Parity Lien Representative and Junior Lien Representative, that the holders of Obligations in respect of such Series of Junior Lien Debt are bound by the provisions of this Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens; and

     (c) consenting to and directing the Collateral Trustee to perform its obligations under this Agreement and the other Security Documents.

      “ Material Adverse Effect ” means (a) the occurrence of an event or condition that has had, or would reasonably be expected to have a material adverse change in, or a material adverse effect upon, the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of the Company, the Guarantors and their respective subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Trustee, the Collateral Trustee or any Secured Party under any Secured Debt Document, or of the ability of the Company or any Guarantor to perform its obligations under any Secured Debt Document to which it is a party; or (c) a material adverse effect on the value of the Collateral or the Collateral Trustee’s or any Secured Party’s rights therein.

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      “ Mortgage ” has the meaning assigned to it in the Indenture.

      “ Notes ” has the meaning set forth in the recitals.

      “ Note Guarantee ” has the meaning assigned to it in the Indenture.

      “ Obligations ” means with respect to any Indebtedness of any Person (collectively, without duplication):

     (1) all debt, financial liabilities and obligations of such Person of whatsoever nature and howsoever evidenced (including principal, interest, fees, reimbursement obligations, cash cover obligations, penalties, indemnities and legal and other expenses, whether due after acceleration or otherwise) to the providers or holders of such Indebtedness or to any agent, trustee or other representative of such providers or holders of such Indebtedness under or pursuant to each agreement, document or instrument evidencing, securing, guaranteeing or relating to such Indebtedness, financial liabilities or obligations relating to such Indebtedness (including Secured Debt Documents applicable to such Indebtedness (if any)), in each case, direct or indirect, primary or secondary, fixed or contingent, now or hereafter arising out of or relating to any such agreement, document or instrument;

     (2) any and all sums advanced by the Collateral Trustee or any other Person in order to preserve the Collateral or any other collateral securing such Indebtedness or to preserve the Liens and security interests in the Collateral or any other collateral, securing such Indebtedness; and

     (3) the costs and expenses of collection and enforcement of the obligations referred to in clauses (1) and (2), including:

     (a) the costs and expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on any Collateral or any other collateral;

     (b) the costs and expenses of any exercise by the Collateral Trustee or any other Person of its rights under the Security Documents or any other security documents; and

     (c) reasonable attorneys’ fees and court costs.

      “ Officers’ Certificate ” means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed on behalf of the Company by two officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, including:

     (a) a statement that the Person making such certificate has read such covenant or condition;

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     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;

     (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

      “ Ordinary Course Activity ” means any ordinary course activity with respect to the Collateral that, pursuant to Section 10.08 of the Indenture, the Company or any Guarantor may conduct without any release or consent by, or the delivery of any document or other instrument to, the Collateral Trustee or the Trustee.

      “ Parity Lien ” means a Lien granted by a Security Document to the Collateral Trustee, at any time, upon any Collateral to secure Parity Lien Obligations.

      “ Parity Lien Debt ” means:

     (1) the Notes and the Note Guarantee of each Guarantor;

     (2) Any Indebtedness (including letters of credit and reimbursement obligations with respect thereto) of the Company or any Guarantor that is secured Equally and Ratably with the Notes by a Parity Lien that was permitted to be incurred and so secured under each applicable Secured Debt Document; provided , in the case of Indebtedness referred to in this clause (2), that:

     (a) on or before the date on which such Indebtedness is incurred by the Company or such Guarantor, such Indebtedness is designated by the Company as “Parity Lien Debt” for the purposes of the Secured Debt Documents in an Additional Secured Debt Designation executed and delivered in accordance with Section 3.8(a); provided , that no Series of Secured Debt may be designated as both Parity Lien Debt and Junior Lien Debt;

     (b) the Parity Lien Representative for such Indebtedness executes and delivers a Collateral Trust Joinder, in accordance with Section 3.8(a);

     (c) such Indebtedness is governed by an indenture, credit agreement, or other agreement that includes a Lien Sharing and Priority Confirmation;

     (d) all other requirements set forth in Section 3.8 hereof have been complied with (and the satisfaction of such requirements will be conclusively established if the Company delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements have been satisfied and that such notes or such Indebtedness is “Parity Lien Debt”); and

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     (3) Hedging Obligations of the Company or any Guarantor incurred to hedge or manage interest rate risk with respect to Parity Lien Debt; provided , that pursuant to the terms of the Parity Lien Documents, such Hedging Obligations are secured by a Parity Lien on all of the assets and properties that secure the Indebtedness in respect of which such Hedging Obligations are incurred.

      “ Parity Lien Documents ” means the Indenture and any additional indenture, credit agreement or other agreement governing a Series of Parity Lien Debt and the Security Documents (other than any Security Documents that do not create or perfect Liens securing Parity Lien Obligations).

      “ Parity Lien Event of Default ” means 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).

      “ Parity Lien Obligations ” means the Parity Lien Debt and all other Obligations in respect of Parity Lien Debt.

      “ Parity Lien Representative ” means:

     (a) the Trustee, in the case of the Notes; or

     (b) in the case of any other Series of Parity Lien Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who (A) is appointed as a Parity Lien Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, together with its successors in such capacity, and (B) that has executed this Agreement or a Collateral Trust Joinder.

      “ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

      “ Required Junior Lien Debtholders ” means, at any time, the holders of a majority in aggregate principal amount of all Junior Lien Debt (including outstanding letters of credit whether or not then available or drawn) then outstanding and the aggregate unfunded commitments to extend credit which, when funded, would constitute Junior Lien Debt, calculated in accordance with the provisions of Section 7.2. For purposes of this definition, Junior Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding.

      “ Required Parity Lien Debtholders ” means, at any time, the holders of a majority in aggregate principal amount of all Parity Lien Debt (including outstanding letters of credit whether or not then available or drawn) then outstanding and the aggregate unfunded commitments to extend credit which, when funded, would constitute Parity Lien Debt, calculated in accordance with the provisions of Section 7.2. For purposes of this definition, Parity Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding.

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      “ Security Agreement ” means the security agreement dated as of the date hereof among the Company, the Grantors set forth therein and the Collateral Trustee, as such agreement is amended, amended and restated, supplemented and otherwise modified from time to time.

      “ Secured Debt ” means Parity Lien Debt and Junior Lien Debt.

      “ Secured Debt Default ” means any event or condition which, under the terms of any credit agreement, indenture or other agreement governing any Series of Secured Debt causes, or permits holders of Secured Debt outstanding thereunder (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause, the Secured Debt outstanding thereunder to become immediately due and payable prior to the Stated Maturity thereof.

      “ Secured Debt Documents ” means the Parity Lien Documents and the Junior Lien Documents.

      “ Secured Debt Representative ” means each Parity Lien Representative and each Junior Lien Representative.

      “ Secured Obligations ” means Parity Lien Obligations and Junior Lien Obligations.

      “ Secured Parties ” means the holders of Secured Obligations and the Secured Debt Representatives.

      “ Security Documents ” means this Agreement, the Security Agreement, each Collateral Trust Joinder, and all security agreements, pledge agreements, Mortgages, collateral assignments, control agreements, deeds of trust or other grants or transfers for security executed and delivered by the Company or any Guarantor creating or perfecting (or purporting to create or perfect) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of any Secured Party, in each case, as amended, supplemented, restated, modified, renewed or replaced, in whole or in part, from time to time, in accordance with its terms and Section 7.2.

      “ Senior Trust Estate ” has the meaning set forth in Section 2.1.

      “ Series of Junior Lien Debt ” means, severally, each issue or series of Junior Lien Debt for which a single transfer register is maintained (provided that any Hedging Obligations constituting Junior Lien Debt shall be deemed part of the Series of Junior Lien Debt to which they relate).

      “ Series of Parity Lien Debt ” means, severally, the Notes and any additional notes or exchange notes or other Indebtedness that constitutes Parity Lien Debt (provided that any Hedging Obligations constituting Parity Lien Debt shall be deemed part of the Series of Parity Lien Debt to which they relate).

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      “ Series of Secured Debt ” means each Series of Parity Lien Debt and each Series of Junior Lien Debt.

      “ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

      “ Subsidiary ” means, with respect to any specified Person:

     (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

     (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

      “ Trustee ” has the meaning set forth in the recitals.

      “ Trust Estates ” has the meaning set forth in Section 2.2.

      “ UCC ” means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

     SECTION 1.2 Rules of Interpretation .

          (a) All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings assigned to them in Article 9 of the UCC.

          (b) Unless otherwise indicated, any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified and in effect from time to time or replaced in accordance with the terms of this Agreement.

          (c) The use in this Agreement of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.”

Terremark — Collateral Trust Agreement

          (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” will be to Exhibits to this Agreement unless otherwise specifically provided.

          (e) Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided , that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the Indenture (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been made in accordance with the terms of the Indenture. Notwithstanding the foregoing, whenever any term used in this Agreement is defined or otherwise incorporated by reference to the Indenture, such reference shall be deemed to have the same effect as if such definition or term had been set forth herein in full and such term shall continue to have the meaning established pursuant to the Indenture notwithstanding the termination or expiration of the Indenture or redemption of all Obligations evidenced thereby.

          (f) This Agreement and the other Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Security Documents.

          (g) In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document.

  ARTICLE 2. THE TRUST ESTATES

     SECTION 2.1 Declaration of Senior Trust .

     To secure the payment of the Parity Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, the Company and each of the Guarantors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future Parity Lien Representatives and holders of Parity Lien Obligations, all of such Company’s or Guarantor’s right, title and interest in and to the Collateral granted to the Collateral Trustee under any Security Document for the benefit of the Parity Lien Representatives and holders of Parity Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “ Senior Trust Estate ” ).

Terremark — Collateral Trust Agreement

     The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future Parity Lien Representatives and holders of Parity Lien Obligations as security for the payment of all present and future Parity Lien Obligations.

     Notwithstanding the foregoing, if at any time:

     (1) all Liens securing the Parity Lien Obligations have been released as provided in Section 4.1;

     (2) the Collateral Trustee holds no other property in trust as part of the Senior Trust Estate;

     (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and

     (4) the Company delivers to the Collateral Trustee an Officers’ Certificate stating that all Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Lien Documents and that the Company and the Guarantors are not required by any Parity Lien Document to grant any Parity Lien upon any property,

then the Senior Trust Estate arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms.

     The parties further declare and covenant that the Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

     SECTION 2.2 Declaration of Junior Trust . To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, the Company and each of the Guarantors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future Junior Lien Representatives and holders of Junior Lien Obligations, all of such Company’s or Guarantor’s right, title and interest in and to the Collateral granted to the Collateral Trustee under any Security Document for the benefit of the Junior Lien Representatives and holders of Junior Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “ Junior Trust Estate ,” and together with the Senior Trust Estate, the “ Trust Estates ” ).

     The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future Junior Lien Representatives and holders of Junior Lien Obligations as security for the payment of all present and future Junior Lien Obligations.

Terremark — Collateral Trust Agreement

     Notwithstanding the foregoing, if at any time:

     (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1;

     (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate;

     (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and

     (4) the Company delivers to the Collateral Trustee an Officers’ Certificate stating that all Junior Liens of the Collateral Trustee may be released in compliance with all applicable provisions of the Junior Lien Documents and that the Company and the Guarantors are not required by any Junior Lien Document to grant any Junior Lien upon any property,

then the Junior Trust Estate arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms.

     The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

     SECTION 2.3 Priority of Liens . Notwithstanding (1) anything else contained herein or in any other Security Document; (2) the time of incurrence of any Series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Liens securing any Series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Parity Lien; (5) the time of taking possession or control over any Collateral; (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (7) the rules for determining priority under any law governing relative priorities of Liens, it is the intent of the parties that:

     (a) this Agreement and the other Security Documents create two separate and distinct Trust Estates and Liens: the Senior Trust Estate and Parity Lien securing the payment and performance of the Parity Lien Obligations and the Junior Trust Estate and Junior Lien securing the payment and performance of the Junior Lien Obligations; and

     (b) the Liens securing the Junior Lien Obligations are subject and subordinate to the Liens securing the Parity Lien Obligations.

Terremark — Collateral Trust Agreement

     SECTION 2.4 Restrictions on Enforcement of Junior Liens .

          (a) Until the Discharge of Parity Lien Obligations, the holders of Parity Lien Obligations will have, subject to the exceptions set forth below in clauses (1) through (4), the exclusive right to authorize and direct the Collateral Trustee with respect to the Security Documents and the Collateral (including, without limitation, the exclusive right to authorize or direct the Collateral Trustee to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral) and neither the provisions of the Security Documents relating thereto (other than in accordance with this Agreement) nor any Junior Lien Representative or holder of Junior Lien Obligations, if any, may authorize or direct the Collateral Trustee with respect to such matters. Notwithstanding the foregoing, the holders of Junior Lien Obligations may direct the Collateral Trustee with respect to such matters:

     (1) without any condition or restriction whatsoever, at any time after the Discharge of Parity Lien Obligations;

     (2) as necessary to redeem any Collateral in a creditor’s redemption permitted by law or to deliver any notice or demand necessary to enforce (subject to the prior Discharge of Parity Lien Obligations) any right to claim, take or receive proceeds of Collateral remaining after the Discharge of Parity Lien Obligations;

     (3) as necessary to perfect or establish the priority (subject to Parity Liens) of the Junior Liens upon any Collateral, provided that, unless otherwise agreed to by the Collateral Trustee in the Security Documents, the holders of Junior Lien Obligations may not require the Collateral Trustee to take any action to perfect any Collateral through possession or control (other than the Collateral Trustee agreeing pursuant to Section 7.4 that the Collateral Trustee as agent for the benefit of the Parity Lien Representatives and holders of the Parity Lien Obligations will act as bailee for the Collateral Trustee for the benefit of the Junior Lien Representatives and holders of the Junior Lien Obligations); or

     (4) as necessary to create, prove, preserve or protect (but not enforce) the Junior Liens upon any Collateral.

          (b) Both before and during an Insolvency or Liquidation Proceeding, until the Discharge of Parity Lien Obligations, none of the holders of Junior Lien Obligations, the Collateral Trustee (unless acting pursuant to an Act of Required Debtholders) or any Junior Lien Representative will:

     (1) request judicial relief, in an Insolvency or Liquidation Proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the holders of Parity Lien Obligations in respect of the Parity Liens or that would limit, invalidate, avoid or set aside any Parity Lien or subordinate the Parity Liens to the Junior Liens or grant the Junior Liens equal ranking to the Parity Liens;

     (2) oppose or otherwise contest any motion for (A) relief from the automatic stay or (B) any injunction against foreclosure or (C) any enforcement of Parity Liens, in each case, made by any holder of Parity Lien Obligations or any Parity Lien Representative in any Insolvency or Liquidation Proceeding;

Terremark — Collateral Trust Agreement

     (3) oppose or otherwise contest any lawful exercise by any holder of Parity Lien Obligations or any Parity Lien Representative of the right to credit bid Parity Lien Obligations at any sale of Collateral in foreclosure of Parity Liens;

     (4) oppose or otherwise contest any other request for judicial relief made in any court by any holder of Parity Lien Obligations or any Parity Lien Representative relating to the lawful enforcement of any Parity Lien; or

     (5) challenge the validity, enforceability, perfection or priority of the Parity Liens with respect to the Collateral.

Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding, the holders of Junior Lien Obligations or Junior Lien Representatives may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against the Company or any Guarantor in accordance with applicable law; provided, that no holder of Junior Lien Obligations or Junior Lien Representatives will be permitted to take any of the actions prohibited by clauses (1) through (5) of this Section 2.4(b) or oppose or contest any order that it has agreed not to oppose or contest under Section 2.8.

     (c) At any time prior to the Discharge of Parity Lien Obligations, and after (1) the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any Guarantor or (2) the Collateral Trustee and each Junior Lien Representative have received written notice from any Parity Lien Representative at the direction of an Act of Required Debtholders stating that (A) any Series of Parity Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (B) the holders of Parity Liens securing one or more Series of Parity Lien Debt have become entitled under any Parity Lien Document to and desire to enforce any or all of the Parity Liens by reason of a default under such Parity Lien Documents, no payment of money (or the equivalent of money) shall be made from the proceeds of Collateral by the Company or any Guarantor to the Collateral Trustee (other than distributions to the Collateral Trustee for the benefit of the holders of Parity Lien Obligations), any Junior Lien Representative or any holder of Junior Lien Obligations (including, without limitation, payments and prepayments made for application to Junior Lien Obligations).

     (d) All proceeds of Collateral received by the Collateral Trustee, any Junior Lien Representative or any holder of Junior Lien Obligations in violation of Section 2.4(c) will be held by such Person in trust for the account of the holders of Parity Lien Obligations and remitted to any Parity Lien Representative upon demand by such Parity Lien Representative. The Junior Liens will remain attached to and, subject to Section 2.3, enforceable against all proceeds so held or remitted. All proceeds of Collateral received by the Collateral Trustee, any Junior Lien Representative or any holder of Junior Lien Obligations not in violation of Section 2.4(c) will be received by such Person free from the Parity Liens.

Terremark — Collateral Trust Agreement

     SECTION 2.5 Waiver of Right of Marshalling .

          (a) Prior to the Discharge of Parity Lien Obligations, holders of Junior Lien Obligations, each Junior Lien Representative and the Collateral Trustee may not assert or enforce any right of marshalling accorded to a junior lienholder, as against the holders of Parity Lien Obligations and the Parity Lien Representatives (in their capacity as senior or priority lienholders) with respect to the Collateral.

          (b) Following the Discharge of Parity Lien Obligations, the holders of Junior Lien Obligations and any Junior Lien Representative may assert their right under the UCC or otherwise to any proceeds remaining following a sale or other disposition of Collateral by, or on behalf of, the holders of Parity Lien Obligations.

     SECTION 2.6 Discretion in Enforcement of Parity Liens.

          (a) In exercising rights and remedies with respect to the Collateral, the Parity Lien Representatives (acting pursuant to an Act of Required Debtholders) may enforce (or refrain from enforcing) or instruct the Collateral Trustee to enforce (or refrain from enforcing) the provisions of the Parity Lien Documents and exercise (or refrain from exercising) or instruct the Collateral Trustee to exercise (or refrain from exercising) remedies thereunder or any such rights and remedies, all in such order and in such manner as the Required Parity Lien Debtholders may determine, including:

     (1) the exercise or forbearance from exercise of all rights and remedies in respect of the Collateral and/or the Parity Lien Obligations;

     (2) the enforcement or forbearance from enforcement of any Parity Lien in respect of the Collateral;

     (3) the exercise or forbearance from exercise of rights and powers of a holder of shares of stock included in the Senior Trust Estate to the extent provided in the Security Documents;

     (4) the acceptance of the Collateral in full or partial satisfaction of the Parity Lien Obligations; and

     (5) the exercise or forbearance from exercise of all rights and remedies of a secured lender under the UCC or any similar law of any applicable jurisdiction or in equity.

     SECTION 2.7 Discretion in Enforcement of Parity Lien Obligations . Without in any way limiting the generality of Section 2.6, the holders of Parity Lien Obligations and the Parity Lien Representatives may, or may cause the Collateral Trustee to, at any time and from time to time, without the consent of the Collateral Trustee, holders of Junior Lien Obligations or the Junior Lien Representatives, without notice to holders of Junior Lien Obligations or the Junior Lien Representatives, without incurring responsibility to the Collateral Trustee, holders of Junior Lien Obligations or the Junior Lien Representatives and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Collateral Trustee, holders of Junior Lien Obligations or the Junior Lien Representatives, do any one or more of the following:

Terremark — Collateral Trust Agreement

     (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the Parity Lien Obligations, or otherwise amend or supplement in any manner the Parity Lien Obligations, or any instrument evidencing the Parity Lien Obligations or any agreement under which the Parity Lien Obligations are outstanding;

     (2) release any Person or entity liable in any manner for the collection of the Parity Lien Obligations;

     (3) release the Parity Lien on any Collateral; and

     (4) exercise or refrain from exercising any rights against any Guarantor.

     SECTION 2.8 Insolvency or Liquidation Proceedings .

          (a) If in any Insolvency or Liquidation Proceeding and prior to the Discharge of Parity Lien Obligations, the holders of Parity Lien Obligations by an Act of Required Debtholders consent to any order:

     (1) for use of cash collateral;

     (2) approving a debtor-in-possession financing secured by a Lien that is senior to or on a parity with all Parity Liens upon any property of the estate in such Insolvency or Liquidation Proceeding;

     (3) granting any relief on account of Parity Lien Obligations as adequate protection (or its equivalent) for the benefit of the holders of Parity Lien Obligations in the Collateral; or

     (4) relating to a sale of assets of the Company or any Guarantor that provides, to the extent the Collateral sold is to be free and clear of Liens, that all Parity Liens and Junior Liens will attach to the proceeds of the sale;

then, the holders of Junior Lien Obligations and the Junior Lien Representatives will not oppose or otherwise contest the entry of such order, provide