8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

Date of Report (date of earliest event reported): February 15, 2007

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12475	84-0873124
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2601 S. Bayshore Drive
Miami, Florida 33133

(Address of principal executive office)

Registrant’s telephone number, including area code: (305) 856-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     As previously announced, on January 5, 2007, the Company secured financing of $27.25 million from Credit Suisse, International (“Credit Suisse”) to partially fund its previously announced expansion plans. To obtain this financing, on January 5, 2007, the Company entered into a Purchase Agreement with Credit Suisse, Cayman Islands Branch and Credit Suisse, International for the sale of (i) $10 million aggregate principal amount of the Company’s Senior Subordinated Secured Notes due June 30, 2009 (the “Series A Notes”) to Credit Suisse, Cayman Islands Branch, and (ii) $4 million in aggregate principal amount of the Company’s 0.5% Senior Subordinated Convertible Notes due June 30, 2009 (the “Series B Notes”) to Credit Suisse, International. Also, on January 5, 2007, the Company entered into a capital lease facility commitment letter (the “Lease Financing Commitment”), with Credit Suisse for lease financing in the amount of up to $13,250,000 (the “Lease Financing”) for certain specified properties. The Company is required to accrue a commitment fee of 550 basis points based on the available but unused portion under the Lease Financing Commitment beginning on January 1, 2007.

     On February 15, 2007, the Company completed part of such Lease Financing by causing a single-purpose entity formed and wholly-owned by the Company (the “Lessee”) to enter into a Participation Agreement (the “Participation Agreement”) with a single-purpose entity designated and structured by Credit Suisse (the “Lessor”) under the terms of which the Lessor acquired for approximately $4,400,000 (the “Purchase Price”) 30 acres of real property in Culpeper County, Virginia and leased this property to Lessee under the terms of a triple net lease (the “Lease”) under which Lessee agreed to bear all rights, obligations, and expenses related to the Property. The Lease expires on June 30, 2009. The Lessee is required under the Lease to pay rent to the Lessor in an amount equal to the Purchase Price of the property multiplied by three-month LIBOR plus 550 basis points per annum, which rate increases by an additional 100 basis points on January 1, 2009. In lieu of cash payments, at the Lessee’s option, it may satisfy these rent obligations each quarter by adding the rent accrued for such quarter to the Purchase Price of the property with corresponding increases in future rent payment obligations. The Company has guaranteed all of the Lessee’s payment and performance obligations under the Lease pursuant to the terms of a Guaranty dated as of February 15, 2007 (the “Guaranty”).

     Upon expiration (or early termination for any reason) of the term of the Lease, the Lessee is required to purchase the property from the Lessor or reimburse it to the extent the Lessor sells the property to a third party for less than the Purchase Price plus accrued and added interest. The Lessee may also elect to purchase the property at any time during the term of the lease. If the Lessee elects to exercise any such early buy-out option, the Company is required to offer to repurchase the Series A Notes at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest.

     The foregoing summary of the Lease Financing Commitment, the Participation Agreement, the Lease and the Guaranty is not complete and is qualified in its entirety by reference to the agreements, which are attached hereto or incorporated herein as Exhibits 10.46, 10.49, 10.50 and 10.51, respectively, and incorporated herein by reference together with a Lease Supplement, Memorandum of Lease Agreement and Remedies, which Lessee executed on February 15, 2007 to grant a leasehold mortgage in and to its interests in the Property as Lessee and Appendix I to Participation Agreement, Lease Agreement and Other Operative Documents — Definitions and Interpretation, which are attached hereto as Exhibits 10.52 and 10.53, respectively, and incorporated herein by reference.

Item 2.03 Creation of Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

     See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

     Not applicable.

(b) Pro Forma Financial Information

     Not applicable.

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(c) Shell Company Transactions

     Not applicable.

(d) Exhibits

Exhibit
Number		Description
	10.46	Capital Lease Facility Commitment Letter dated as of January 5, 2007, by and between Terremark Worldwide, Inc. and Credit Suisse Securities (USA) LLC and Credit Suisse, Cayman Islands Branch. (incorporated by reference to the same exhibit number attached to the Company’s current report on Form 8-K filed on January 11, 2007).
	10.49	Participation Agreement, dated as of February 15, 2007, by and among Culpeper Lessor 2007-1 LLC, as Lessor, NAP of the Capital Region, LLC, as Lessee and Terremark Worldwide, Inc., as Guarantor.
	10.50	Lease Agreement, dated as of February 15, 2007, by and between Culpeper Lessor 2007-1 LLC and NAP of the Capital Region, LLC.
	10.51	Guaranty, dated as of February 15, 2007 by Terremark Worldwide, Inc. in favor of Culpeper Lessor 2007-1 LLC.
	10.52	Lease Supplement, Memorandum of Lease Agreement and Remedies, dated as of February 15, 2007, by and among Culpeper Lessor 2007-I LLC, as Lessor, NAP of the Capital Region, LLC, as Lessee and James W. DeBoer, as Trustee.
	10.53	Appendix I to Participation Agreement, Lease Agreement and Other Operative Documents — Definitions and Interpretation.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TERREMARK WORLDWIDE, INC.
Date: February 20, 2007	By:	/s/ Jose Segrera
		Name:	Jose Segrera
		Title:	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number		Description
	10.49	Participation Agreement, dated as of February 15, 2007, by and among Culpeper Lessor 2007-1 LLC, as Lessor, NAP of the Capital Region, LLC, as Lessee and Terremark Worldwide, Inc., as Guarantor.
	10.50	Lease Agreement, dated as of February 15, 2007, by and between Culpeper Lessor 2007-1 LLC and NAP of the Capital Region, LLC.
	10.51	Guaranty, dated as of February 15, 2007 by Terremark Worldwide, Inc. in favor of Culpeper Lessor 2007-1 LLC.
	10.52	Lease Supplement, Memorandum of Lease Agreement and Remedies, dated as of February 15, 2007, by and among Culpeper Lessor 2007-I LLC, as Lessor, NAP of the Capital Region, LLC, as Lessee and James W. DeBoer, as Trustee.
	10.53	Appendix I to Participation Agreement, Lease Agreement and Other Operative Documents — Definitions and Interpretation.

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EX-10.49

EXHIBIT 10.49

PARTICIPATION AGREEMENT

Dated as of February 15, 2007

among

CULPEPER LESSOR 2007-1 LLC,
as the Lessor,

NAP OF THE CAPITAL REGION, LLC,
as the Lessee,

and

TERREMARK WORLDWIDE, INC.,
as the Guarantor

Lease Financing for
facility located in Culpeper, Virginia

TABLE OF CONTENTS

		Page
SECTION 1     DEFINITIONS; INTERPRETATION			1
SECTION 2     ACQUISITION AND LEASE; NATURE OF TRANSACTION			1
Section 2.1	Agreement to Acquire and Lease		1
Section 2.2	Funding		1
Section 2.3	Nature of Transaction		1
Section 2.4	Amounts Due Under Lease		2
Section 2.5	Controlling Agreements		2
Section 2.6	Permitted Use of Lease Balance		2
SECTION 3     CONDITIONS PRECEDENT; DOCUMENTS			3
Section 3.1	Conditions to the Closing Date		3
SECTION 4     REPRESENTATIONS AND COVENANTS			5
Section 4.1	Representations and Covenants of the Lessee and Guarantor		5
Section 4.2	Tax Treatment		11
SECTION 5     ADDITIONAL COVENANTS OF LESSEE AND GUARANTOR			11
Section 5.1	Qualification as to Corporate Status; Fundamental Changes		11
Section 5.2	Further Assurances		11
Section 5.3	Reporting; Inspections		12
Section 5.4	Compliance with Law		12
Section 5.5	Payment of Taxes and Claims		12
Section 5.6	Maintenance of Properties		12
Section 5.7	Notice of Change of Executive Offices, Change of Name		13
Section 5.8	Environmental Covenants and Remedies		13
Section 5.9	Use of Proceeds; Margin Regulations		15
Section 5.10	Increased Costs; Funding Losses		15
Section 5.11	Assets Control Regulations and Anti-Money Laundering		17
Section 5.12	Purchase Agreement		17
SECTION 6     TRANSFERS BY LESSOR AND HOLDERS			17
Section 6.1	Lessor Transfers		17
Section 6.2	Participations		17
SECTION 7     INDEMNIFICATION			18
Section 7.1	General Indemnification		18

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TABLE OF CONTENTS
(continued)

		Page
Section 7.2	Environmental Indemnity		19
Section 7.3	Proceedings in Respect of Claims		21
Section 7.4	General Tax Indemnity		22
Section 7.5	Exculpation		27
Section 7.6	Role of Lessor		27
Section 7.7	Lessor’s Benefit		28
SECTION 8     MISCELLANEOUS			28
Section 8.1	Survival of Agreements		28
Section 8.2	Notices		28
Section 8.3	Counterparts		29
Section 8.4	Amendments		29
Section 8.5	Headings, etc		29
Section 8.6	Parties in Interest		30
Section 8.7	Governing Law		30
Section 8.8	Liability of Lessor Limited		30
Section 8.9	Expenses		30
Section 8.10	Severability		30
Section 8.11	Submission to Jurisdiction; Waivers		30
Section 8.12	Limitation on Interest		31
Section 8.13	Reproduction of Documents		32
Section 8.14	Payment of Expenses		32
APPENDIX I     Definitions and Interpretation

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PARTICIPATION AGREEMENT

     THIS PARTICIPATION AGREEMENT (this “Agreement”), dated as of February 15, 2007, is among CULPEPER LESSOR 2007-1 LLC, a Delaware limited liability company, as the Lessor; NAP OF THE CAPITAL REGION, LLC, a Florida limited liability company, as the Lessee; and TERREMARK WORLDWIDE, INC., a Delaware corporation, as the Guarantor.

W I T N E S S E T H:

     In accordance with the terms and provisions of this Agreement, the Lease and the other Operative Documents, (i) the Lessor has agreed to acquire the Leased Property, (ii) the Lessor has agreed to lease the Leased Property to the Lessee under the Lease and (iii) the Lessee has agreed to rent the Leased Property from the Lessor under the Lease.

     NOW, THEREFORE, in consideration of the mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

DEFINITIONS; INTERPRETATION

     Unless the context shall otherwise require, capitalized terms used and not defined herein shall have the meanings assigned thereto in Appendix I hereto for all purposes hereof and the rules of interpretation set forth in Appendix I hereto shall apply to this Agreement.

SECTION 2

ACQUISITION AND LEASE; NATURE OF TRANSACTION

     SECTION 2.1 Agreement to Acquire and Lease. Subject to the terms and conditions of this Agreement, on the Closing Date (i) the Lessor has agreed to acquire the Leased Property, (ii) the Lessor shall lease the Leased Property to the Lessee, and the Lessee shall lease the Leased Property from the Lessor, under the Lease, and (iii) the Lessee shall record the Lease (or a memorandum thereof) and the other Operative Documents to be recorded as provided in this Agreement.

     SECTION 2.2 Funding. On the Closing Date, upon the Lessee’s satisfaction of the conditions set forth in Section 3.1 hereof, the Lessor shall acquire the Leased Property and fund the initial amount of the Lease Balance in an aggregate amount not to exceed $4,431,811.99.

     SECTION 2.3 Nature of Transaction. It is the intent of the parties hereto, and the parties hereto expressly agree, that, as provided in Article XII of the Lease, for all purposes, including Lessee’s financial accounting purposes, commercial, real estate and regulatory law, bankruptcy (including the substantive law upon which bankruptcy proceedings are based) and federal income tax and state and local income, property and transfer tax law, UCC and all other purposes:

          (a) The Overall Transaction constitutes a financing transaction. The Overall Transaction preserves beneficial ownership in the Leased Property in the Lessee and the obligations of the Lessee to pay Basic Rent shall be treated as payments of principal and interest to the Lessor.

          (b) The Lessor holds title to the Leased Property as security for the Lessee’s obligations under the Operative Documents, and the Lease grants a lien and security interest in the Leased Property and the other collateral described therein for the benefit of the Lessor.

     Reference is made to Article XII of the Lease for the provisions thereof concerning the intent of the parties and the nature of the interest held by the Lessor in the Leased Property. Notwithstanding the foregoing and the provisions of Section 4.2 and Section 7.4 hereof, the Lessee acknowledges and agrees that neither the Lessor nor any Affiliates of the Lessor nor any other Person, has made any representations or warranties to the Lessee concerning the tax, financial, accounting or legal characteristics or treatment of the Operative Documents or any aspect of the Overall Transaction and that the Lessee has obtained and relied solely upon the advice of its own tax, accounting and legal advisors concerning the Operative Documents and the accounting, tax, financial and legal consequences of the transactions contemplated therein.

     SECTION 2.4 Amounts Due Under Lease. Anything in this Agreement or in any of the other Operative Documents to the contrary notwithstanding, it is the intention of the Lessee and the Lessor that (i) the Lessee shall be obligated, pursuant to the terms of the Lease, to pay Rent to the Lessor as and when due under the Lease, including payment of Basic Rent on each Rent Payment Date, (ii) if the Lessee elects the Purchase Option or becomes obligated to purchase the Leased Property under the Lease or any of the other Operative Documents, the principal amount of the Lease Balance then outstanding, all interest accrued thereon and all other obligations of the Lessee owing to the Lessor under the Operative Documents, shall be paid in full by the Lessee and (iii) upon an Event of Default resulting in an acceleration of the Lessee’s obligation to purchase the Leased Property under the Lease, the amounts then due and payable by the Lessee under the Lease shall include all amounts necessary to pay in full the Lease Balance, accrued interest and all other obligations of the Lessee under the Operative Documents. The foregoing notwithstanding, the parties hereto acknowledge and agree that the obligations of the Lessor hereunder and under the Lease and the other Operative Documents are limited as provided in Section 18.9 of the Lease.

     SECTION 2.5 Controlling Agreements. In the event of any conflict between this Agreement and any other Operative Document, this Agreement shall control.

     SECTION 2.6 Permitted Use of Lease Balance. The Lessee and the Guarantor acknowledge and agree that all amounts advanced by the Lessor on the Closing Date shall only be applied in payment of the purchase price and related costs incurred to acquire the Leased Property and, to the extent agreed to by the Lessor and the Lessee, Transaction Expenses approved by the Lessor, and all other amounts advanced by the Lessor as part of the Lease Balance shall be applied as provided in the Operative Documents.

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SECTION 3
CONDITIONS PRECEDENT; DOCUMENTS

     SECTION 3.1 Conditions to the Closing Date. All documents and instruments required to be delivered on the Closing Date shall be delivered at the offices of the Lessor in New York, New York. The Closing Date (the “Closing Date”) shall occur on the earliest date on which the following conditions precedent shall have been satisfied, or waived by the parties hereto (acting directly or through their respective counsel), except that (i) the obligation of any party hereto shall not be subject to such party’s own performance or compliance and (ii) waiver by the Lessor of any condition shall be in such party’s sole and absolute discretion:

          (a) Documents. The following documents shall have been executed and delivered by the respective parties thereto, and witnessed and acknowledged where appropriate:

          (i) Participation Agreement. Counterparts of this Agreement, duly executed by the parties hereto, shall have been delivered to each of the parties hereto.

          (ii) Lease. The original of the Lease, together with the Lease Supplement, each duly executed by the Lessor and the Lessee, provided that the Lease Supplement shall be executed and acknowledged in recordable form, shall have been delivered to the parties thereto.

          (iii) Guaranty. The original of the Guaranty, duly executed by the Guarantor, shall have been delivered to the Lessor.

          (iv) Financing Statements. The Lessee Financing Statements, in form satisfactory to the Lessor, shall have been delivered to the Lessor.

          (v) Title and Title Insurance. The Lessor shall receive from the Title Insurance Company an Owner’s Policy in the aggregate amount of the Lease Balance (the “Title Policy”) issued by the Title Insurance Company and acceptable in form and substance to the Lessor. The Title Policy (A) shall be dated as of the Closing Date, and (B) to the extent permitted under Applicable Law, shall include coverage over the general exceptions to such Title Policy and shall contain such affirmative endorsements as to easements and rights-of-way, encroachments, the nonviolation of covenants and restrictions, survey matters, creditor’s rights (if available), tax parcel, access, contiguity and other matters as the Lessor shall request and are available in the Commonwealth of Virginia.

          (vi) Survey. The Lessee shall have delivered, or shall have caused to be delivered, to the Lessor, at the Lessee’s expense, an accurate ALTA Survey of the Leased Property certified to the Lessor and the Title Insurance Company acceptable to the Lessor and showing no state of facts unsatisfactory to the Lessor and prepared by a licensed surveyor reasonably satisfactory to Lessor.

          (vii) Resolutions and Incumbency Certificates, etc. The Lessor shall have received (A) a certificate of the Secretary or an Assistant Secretary of

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Terremark, as the Sole Member of the Lessee and as Guarantor, attaching and certifying as to (1) the resolution of Terremark’s Board of Directors (or a duly authorized committee of such Board) duly authorizing the execution, delivery and performance by Terremark, as such Sole Member on behalf of the Lessee and as Guarantor, of each Operative Document to which the Lessee or Guarantor (as applicable) is or will be a party, (2) the incumbency and signatures of Persons authorized to execute and deliver Operative Documents on Terremark’s behalf (as Sole Member of the Lessee and as Guarantor), (3) Terremark’s certificate of incorporation, certified as of a recent date by the Secretary of State of the state of Terremark’s incorporation, (4) Terremark’s by-laws and (5) the Lessee’s operating agreement and all other documents and certificates evidencing the due organization of the Lessee, and (B) good standing certificate for Terremark and the Lessee from the appropriate officer of the state in which each such entity is organized and of the state in which the Leased Property is located, all of which shall be in form and substance satisfactory to the Lessor.

          (viii) Recording Fees; Transfer Taxes. The Lessor shall have received satisfactory evidence of the filing or recording, as applicable, and the payment by the Lessee of all recording and filing fees and taxes with respect to any recordings or filings made, of the Lease Supplement and any other documents that are to be recorded in connection with the Overall Transaction (as the same may be approved by the Lessor).

          (ix) Opinion of Lessee’s and Guarantor’s Counsel. Opinions of counsel to the Lessee and the Guarantor, dated the Closing Date, shall have been delivered and addressed to the Lessor, which opinions shall be in form and substance acceptable to the Lessor.

          (x) Delivery of Other Documents and Instruments; Satisfaction of Conditions. The Lessee shall have delivered to the Lessor such other documents and instruments as may be required by the Lessor, including, without limitation, such documents and instruments as may be required or contemplated by the Commitment, and the Lessee shall have satisfied all other conditions set forth in such Commitment.

          (b) Litigation. No action or proceeding shall have been instituted or threatened nor shall any governmental action, suit, proceeding or investigation be instituted or threatened by any Governmental Authority, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority, to set aside, restrain, enjoin or prevent the performance of this Agreement or any of the other Operative Documents or any transaction contemplated hereby or thereby, which could result in a Material Adverse Effect or which could otherwise materially adversely affect the Leased Property or the transactions contemplated by the Operative Documents.

          (c) Legality. In the opinion of the Lessor or its counsel, the transactions contemplated by the Operative Documents shall not violate any Applicable Law, and no change shall have occurred or been proposed in Applicable Law that would make it illegal for the Lessor to participate in any of the transactions contemplated by the Operative Documents.

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          (d) No Events. (i) No Default, Event of Default, Event of Loss or Event of Taking shall have occurred and be continuing and (ii) no action shall be pending or threatened by a Governmental Authority to initiate a Condemnation or an Event of Taking, and (iii) the Lessee shall not be in default under the Falcon Purchase Agreement, the Purchase Agreement or any other lease or loan arrangement or obligation for borrowed money between the Lessor or any Affiliate of the Lessor and the Lessee or the Guarantor or any of its or their Affiliates.

          (e) Representations. Each representation and warranty of the parties hereto or to any other Operative Document contained herein or in any other Operative Document shall be true and correct as though made on and as of the Closing Date.

          (f) No Material Adverse Effect. There shall not have occurred any event or events, individually or in the aggregate, having a Material Adverse Effect since March 31, 2006.

          (g) Fees and Transaction Expenses. The Lessee or Guarantor shall have paid the fees and expenses of the Lessor and their respective counsel and any Standby Fees then due and payable.

          (h) Taxes. All taxes payable on or prior to the Closing Date in connection with (i) the execution, delivery, recording or filing of any of the Operative Documents, (ii) the extension of credit evidenced by the Operative Documents, and (iii) the Leased Property shall have been paid in full or otherwise provided for by the Lessee. All sales taxes and duties related to the transactions contemplated by the Operative Documents due and payable as of the Closing Date have been paid or otherwise provided for by the Lessee.

SECTION 4
REPRESENTATIONS AND COVENANTS

     SECTION 4.1 Representations and Covenants of the Lessee and Guarantor. Effective as of the date of execution hereof and on the Closing Date, each of the Lessee and the Guarantor represents, warrants and covenants to each of the other parties hereto as follows:

          (a) Organization; Corporate Powers. Each of the Sole Member of the Lessee, the Lessee and the Guarantor (i) is a corporation (with respect to Terremark as such Sole Member and as Guarantor) and a limited liability company (with respect to the Lessee) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation (as applicable), and each of such Sole Member and the Lessee is qualified to do business in the Commonwealth of Virginia, (ii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is required and where the failure to be duly qualified and in good standing, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own, operate and encumber its property and assets and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by the Operative Documents.

          (b) Authority. Each of the Sole Member of the Lessee, the Lessee and the Guarantor has the requisite power and authority to execute, deliver and perform the Operative Documents executed or to be executed by it. The execution, delivery and performance (and the

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recording or filing, as the case may be) of the Operative Documents, and the consummation of the transactions contemplated on the part of the Lessee and the Guarantor hereby and thereby, have been duly approved by the Board of Directors of Terremark, as the Sole Member of the Lessee and as the Guarantor, and no corporate or other proceedings on the part of the Sole Member of the Lessee, the Lessee or the Guarantor are necessary for the execution, delivery and performance by the Lessee and the Guarantor of the Operative Documents or the consummation of the transactions so contemplated thereby.

          (c) Due Execution and Delivery of Operative Documents. The Operative Documents executed by the Lessee and/or the Guarantor have been duly executed and delivered (and recorded or filed, as the case may be) by the Lessee and the Guarantor, as applicable, and, in each case, constitute its and their legal, valid and binding obligations, enforceable against each of them in accordance with the respective terms of each such Operative Document, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors’ rights generally or by general equitable principles.

          (d) No Conflict. The execution, delivery and performance by each of the Lessee and the Guarantor of each Operative Document to which the Lessee and/or the Guarantor is a party, and each of the transactions contemplated hereby and thereby do not and will not (i) violate any Applicable Law or Contractual Obligation of the Lessee or the Guarantor, (ii) result in or require the creation or imposition of any Lien whatsoever on the Leased Property (other than Permitted Liens) or on any asset of the Lessee or the Guarantor except as contemplated by the Operative Documents or (iii) require any approval of any Persons holding voting power with respect to the affairs of either the Lessee or the Guarantor or any other consent or approval which has not been obtained.

          (e) Governmental Consents. Except as have been made, obtained or given, no filing or registration with, consent or approval of, notice to, with or by any Governmental Authority is required to authorize, or is required in connection with, the execution, delivery and performance by the Lessee or the Guarantor of the Operative Documents, the use of the funds provided by the Lessor as provided in this Agreement, or the legality, validity, binding effect or enforceability of any Operative Document.

          (f) Governmental Regulation. Neither the Lessee nor the Guarantor is (i) an “investment company” within the meaning of the Investment Company Act of 1940, as amended or (ii) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.

          (g) Requirements of Law. Each of the Lessee and the Guarantor is in compliance with all Requirements of Law applicable to the Lessee, the Guarantor and its or their business and the Leased Property except for violations which, individually or in the aggregate, would not have a Material Adverse Effect.

          (h) Rights in Respect of the Leased Property. Neither the Lessee nor the Guarantor nor any of their Affiliates is a party to any contract or agreement to sell any interest in the Leased Property or any part thereof other than pursuant to this Agreement, the Lease and the other Operative Documents.

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          (i) Hazardous Materials.

          (i) Except as are in full compliance with all Environmental Laws, there are no Hazardous Materials present at, upon, under or within the Leased Property or released or transported to or from the Leased Property.

          (ii) No Governmental Actions have been taken, or are in process or, to the Lessee’s knowledge, have been threatened, which could subject the Leased Property or the Lessor to any Claims or Liens under any Environmental Law which could have an adverse effect on the Lessor, the Lessee or the Leased Property, or could result in a diminution of the value, utility, usefulness or useful life of the Leased Property.

          (iii) The Lessee has or will obtain as and when required all Environmental Permits necessary to operate and maintain the Leased Property, all in accordance with Environmental Laws, and the Lessee will comply, and will cause the Leased Property to comply, with all such Environmental Permits.

          (iv) With respect to the Leased Property, no written notice, notification, demand, request for information, citations, summons, complaint or order has been issued or filed to or with respect to the Lessee, and no penalty has been assessed on the Lessee or, to the Lessee’s knowledge, the Leased Property, and no investigation or review is pending or, to the Lessee’s knowledge, threatened by any Governmental Authority or other Person with respect to any alleged violation or liability of the Lessee or the Leased Property under any Environmental Law. To the Lessee’s knowledge, no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued or filed to or with respect to any other Person, and no penalty has been assessed on any other Person, and no investigation or review is pending or threatened by any Governmental Authority or other Person relating to the Leased Property with respect to any alleged violation or liability under any Environmental Law by any other Person.

          (v) The Leased Property and each portion thereof are presently in compliance with all Environmental Laws, and, except as previously disclosed to the Lessor in writing, there are no present or past facts, circumstances, activities, events, conditions or occurrences with respect to environmental matters regarding the Leased Property (including, without limitation, the Release or presence of Hazardous Materials) that could reasonably be expected to: (A) form the basis of a Claim against the Leased Property, the Lessor or the Lessee, (B) cause the Leased Property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (C) require the filing or recording of any notice or restriction relating to the presence of Hazardous Materials in the real estate records in the county or other appropriate municipality in which the Leased Property is located or with any other applicable Governmental Authority, (D) prevent or interfere with the continued operation and maintenance of the Leased Property as contemplated by the Operative Documents, or (E) result in a diminution of the value, usefulness or useful life of the Leased Property.

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          (j) Leased Property. The Lessee will cause the condition and use of the Leased Property to conform with all conditions or requirements of all permits and approvals issued with respect to the Leased Property, and the present use of the Leased Property and the Lessee’s future intended use of the Leased Property under the Lease do not and will not violate any Applicable Law (including, without limitation, all zoning and land use laws and all Environmental Laws). No notices, complaints or orders of violation or non-compliance have been issued or, to the Lessee’s knowledge, threatened or contemplated by any Governmental Authority with respect to the Leased Property or any present or intended future use thereof. All agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the Leased Property for the Permitted Use and which are necessary to permit the lawful intended use and operation of all presently intended utilities, driveways, roads and other means of egress and ingress to and from the same will be obtained as and when required for the development, occupancy, use and operation of the Leased Property and will remain in full force and effect, and there is no pending modification or cancellation of any of the same. All utility services necessary for use of the Leased Property (including without limitation, electric, gas, telephone, water and sewer service) are or will be available to the Leased Property. All necessary easements to provide such utility services to the Leased Property have been or will be obtained as and when needed for the development, occupancy, use and operation of the Leased Property.

          (k) Taxes. Except as disclosed to the Lessor in writing prior to the Closing Date, the Lessee, the Guarantor and its or their Affiliates have filed all tax returns that are required to have been filed in any jurisdiction and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent. The charges, accruals and reserves on the books of the Lessee and the Guarantor in respect of Federal, state or other taxes for all fiscal periods are adequate. No tax liens have been filed and no Claims have been asserted with respect to any such taxes. There are no pending investigations of Lessee or the Guarantor by any taxing authority.

          (l) ERISA. Neither the Lessee nor the Guarantor nor any of their ERISA Affiliates has incurred or is reasonably expected to incur any accumulated funding deficiency as defined in ERISA and the regulations promulgated thereunder. No Reportable Event has occurred or is reasonably expected to occur with respect to any Pension Plan involving the Lessee, the Guarantor or any of their ERISA Affiliates. The transactions contemplated by this Agreement and the other Operative Documents do not constitute a prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code for which an exemption from the prohibited transaction rules is not applicable. The PBGC has not asserted that the Lessee, the Guarantor or any of their ERISA Affiliates has or have incurred any liability in connection with any Pension Plan, nor has any Lien attached (nor any Person threatened to attach a Lien) on any property of the Lessee, the Guarantor or any of their ERISA Affiliates as a result of its or their failure to comply with ERISA or regulations promulgated thereunder. Neither the Lessee, the Guarantor nor any of their ERISA Affiliates has contributed to, has an obligation to contribute to, or has liability, including Withdrawal Liability, with respect to a “multi-employer plan”, within the meaning of Section 4001(a)(3) of ERISA.

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          (m) Solvency. The transactions contemplated by this Agreement and the other Operative Documents have not been entered into by the Lessee or the Guarantor in contemplation of its or their insolvency nor have such transactions been entered into with the intent to hinder, delay or defraud the equity holders or the creditors of the Lessee or the Guarantor. Neither the Lessee nor the Guarantor is, as of the date of this Agreement, “insolvent” as that term is defined in 11 U.S.C. § 101(34), nor will the consummation of the transactions contemplated by this Agreement render the Lessee or the Guarantor insolvent (giving effect to the fair valuation of its assets) or result in the Lessee or the Guarantor having unreasonably small capital for the conduct of its or their respective business.

          (n) Title to Collateral. The Lessee owns and will own good and marketable title to the Leased Property which is pledged as security for its obligations pursuant to the Operative Documents, free and clear of all Liens and encumbrances, except for Permitted Liens, and except that the Lessor holds record title to the Leased Property. The Lease Supplement creates a valid and enforceable Lien on the Leased Property and all other collateral covered thereby for the benefit of the Lessor, and, upon the filing of UCC financing statements and the Lease Supplement in the appropriate filing offices in the Commonwealth of Virginia, the Lessor will have a first priority perfected Lien on the Leased Property which is pledged as security for the Lessee’s obligations under the Operative Documents.

          (o) Financial Statements. The audited financial statements of the Guarantor for the fiscal year ending as of March 31, 2006 and the unaudited financial statements for fiscal quarterly periods ending as of June 30, 2006 and September 30, 2006, heretofore furnished to the Lessor, are true and complete (subject, in the case of such quarterly statements, to normal year-end adjustments), have been prepared in accordance with GAAP consistent with the respective prior fiscal periods of the Guarantor, omit no material contingent liabilities of any kind that are not disclosed or otherwise reflected therein, and fairly present the financial condition and results of operations and cash flows of the Guarantor and its consolidated Subsidiaries as of the date thereof and for such periods. Since March 31, 2006, there has been no material adverse change in the condition (financial or otherwise), affairs, assets, properties, operations, prospects, or businesses of the Guarantor and its Subsidiaries.

          (p) Other Information. All information (other than information presented in financial statements) heretofore furnished by the Lessee and/or the Guarantor to the Lessor for purposes of or in connection with this Agreement or any of the other Operative Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Lessee, and/or the Guarantor to the Lessor will be true, and accurate in all material respects on the date as of which such information is stated or certified, and such information does not and will not omit to state any information, the omission of which could cause such information to be false or misleading.

          (q) Litigation and Contingent Obligations. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of the Lessee or the Guarantor, threatened against or affecting the Lessee or the Guarantor (including, without limitation, any such action involving Environmental Laws) which, in either case, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or could adversely affect its or their right to enter into the Operative Documents and the transactions

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contemplated thereby or that challenges the validity or enforceability of the Operative Documents.

          (r) No Proceedings with Respect to Leased Property. There is no action, suit or proceeding (including any proceeding with respect to a Condemnation or under any Environmental Law) pending or, to the best of the Lessee’s and the Guarantor’s knowledge, threatened with respect to or affecting the Leased Property or which could adversely affect the development, occupancy, use, operation, title to, utility, useful life or value of the Leased Property or any portion thereof.

          (s) Intentionally Omitted.

          (t) Licenses, Approvals, Necessary Permits, etc. All licenses, approvals, authorizations, consents and permits applicable to the Lessee required for the construction, use or operation of the Leased Property, have, in each case, either been obtained from the appropriate Governmental Authorities having jurisdiction or from private parties, as the case may be, or will be obtained from the appropriate Governmental Authorities having jurisdiction or from private parties, as the case may be, as soon as the acquisition of that permit is necessary or appropriate and prior to commencing any such construction, use or operation for which such license, approval, authorization, consent or permit is required. To the best knowledge of the Lessee and Guarantor, the Leased Property does not include any cemetery, Native American burial ground or village or any other matter of historic or archaeological significance that would require the notification or consent of any state, local or federal agency or any third party (including, without limitation, any agency of the Commonwealth of Virginia) in connection with any excavation or construction thereon.

          (u) No Transfer Taxes. No sales, use, excise, transfer or other tax, fee or imposition shall result from the sale, transfer, lease or purchase of any portion of the Leased Property, except such taxes, fees or impositions that will have been paid in full as and when due.

          (v) Location of Chief Executive Office and Principal Place of Business, etc. The chief executive office and principal place of business of the Lessee are at Lessee’s Address set forth in Section 8.2 hereof. The Lessee is a limited liability company organized under the laws of the State of Florida whose Sole Member is Terremark. The Lessee and such Sole Member are each qualified to do business in the Commonwealth of Virginia. The Lessee shall keep its company records concerning the Leased Property and the Operative Documents at such chief executive office or, after thirty (30) days prior notice to the Lessor, at such other office specified in such notice.

          (w) No Default. No Default or Event of Default, Event of Loss or Event of Taking has occurred and is continuing or, upon giving effect to the transactions contemplated hereby, would occur. Neither the Lessee nor Guarantor is in default in the payment or performance of any of its Material obligations or in the performance of any Material contract, agreement or other instrument to which it is a party or by which it or any of its assets may be bound and which will continue to exist subsequent to the date hereof, which default could affect the Lessee’s right to enter into this Agreement or the other Operative Documents, the validity or

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effectiveness thereof or the ability of Lessee or the Guarantor to perform its obligations hereunder and thereunder or could have a Material Adverse Effect.

          (x) Representations Truthful. All representations and warranties of Lessee and the Guarantor in this Agreement and the other Operative Documents are true and correct and all covenants set forth therein will be performed and observed by the Lessee and the Guarantor.

          (y) No Broker. Except for Scheer Partners, no broker’s commission or finder’s fee relating to or in connection with the transactions contemplated in this Agreement or the other Operative Documents is due. The Lessee agrees to pay all Standby Fees to Lessor or its Affiliate, as applicable, as and when due.

     SECTION 4.2 Tax Treatment. Each of the Lessee and the Guarantor agrees that neither it nor any member of any affiliated group of which it is or may become a member (whether or not consolidated or combined returns are filed for such affiliated group for Federal, state or local income Tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income Tax treatment set forth in Section 2.3 hereof. Each of the Lessee and the Guarantor agrees that the Lessee, the Guarantor and any such Affiliates will file such returns, maintain such records, take such actions and execute such documents as may be appropriate to facilitate the realization of such intended income Tax treatment.

SECTION 5
ADDITIONAL COVENANTS OF LESSEE AND GUARANTOR

     SECTION 5.1 Qualification as to Corporate Status; Fundamental Changes. Terremark, as Sole Member of the Lessee and as the Guarantor, shall remain a validly existing corporation organized under the laws of the State of Delaware, and the Lessee shall remain a valid existing limited liability company organized under the laws of the State of Florida. Terremark, as the Sole Member of the Lessee, and the Lessee shall remain qualified to do business in the Commonwealth of Virginia. The Lessee and Terremark, as the Sole Member of the Lessee and as Guarantor, covenant and agree that the Lessee shall not (i) enter into any transaction of merger or consolidation or amalgamation, or (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any interest in the Lessee or the Leased Property or all or any substantial part of any of the Lessee’s other business or assets, whether now owned or hereafter acquired.

     SECTION 5.2 Further Assurances. Each of the Lessee and the Guarantor shall, at its own expense, promptly, and duly execute and deliver such further documents and assurances and take such further action as any party to this Agreement may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and the other Operative Documents and to establish and protect the rights and remedies created or intended to be created in favor of any such Person hereunder and under the other Operative Documents. Upon the written request of the Lessor, the Lessee, at its own cost and expense, will cause all financing statements (including precautionary financing statements), fixture filings and other similar documents to be recorded or filed at such places and times in such manner as may be

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necessary to preserve, protect and perfect the interest of the Lessor in the Leased Property as contemplated by the Operative Documents.

SECTION 5.3 Reporting; Inspections.

          (a) The Lessee and the Guarantor shall deliver or cause to be delivered to the Lessor and/or its Affiliates such financial reports as may be required by the Purchase Agreement.

          (b) The Lessee and the Guarantor agree to permit the Lessor (or such representatives as the Lessor may reasonably designate), at Lessee’s sole cost, expense and risk, at any time during normal business hours after prior reasonable notice and subject to the Lessee’s reasonable security procedures (other than in case of an emergency) to inspect the Leased Property and to discuss the condition (financial and otherwise) of the Lessee and/or the Guarantor and its or their operations, prospects, properties, assets, business and affairs and the status of the Leased Property with appropriate officers of the Lessee, all such discussions and inspections to be at such times and as often as the Lessor may reasonably request.

     SECTION 5.4 Compliance with Law. Each of the Lessee and the Guarantor will comply with all Applicable Law, ordinances or governmental rules or regulations to which each of them is subject and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of its properties or to the conduct of its businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     SECTION 5.5 Payment of Taxes and Claims. Each of the Lessee and the Guarantor will file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and/or otherwise required to be paid and all other taxes, assessments, governmental charges, or levies imposed on it or any of its properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Lessee, the Guarantor or any Subsidiary, provided that neither the Lessee nor the Guarantor need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Lessee or the Guarantor on a timely basis in good faith and in appropriate proceedings, and the Lessee or the Guarantor has established adequate reserves therefor in accordance with GAAP on the books of the Lessee or the Guarantor or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

     SECTION 5.6 Maintenance of Properties. Each of the Lessee and the Guarantors will maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 5.4(c) shall not prevent the Lessee or the Guarantor from discontinuing the operation and the maintenance of any of its properties (other than the Leased Property) if such discontinuance is

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desirable in the conduct of its business and such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     SECTION 5.7 Notice of Change of Executive Offices, Change of Name. Each of the Lessee and the Guarantor shall furnish to Lessor notice on or before the 30th day prior to any relocation of its chief executive office or any change in its name or any change to its state of organization.

     SECTION 5.8 Environmental Covenants and Remedies.

          (a) Environmental Covenants. Lessee covenants that it shall:

          (i) comply in all respects with all applicable Environmental Laws, including the effecting of environmental responses or remediation, structural modifications, or other environmental cures to maintain or ensure compliance with Environmental Laws, if applicable;

          (ii) obtain and maintain at all times during the effectiveness of this Agreement, all Environmental Permits that are now or hereafter required with respect to the Leased Property and comply with all terms and conditions of all Environmental Permits now or hereafter required;

          (iii) (x) keep the Leased Property free of Hazardous Materials and (y) not use Leased Property or allow any other Person at any time during the effectiveness of this Agreement to use the Leased Property to generate, manufacture, refine, produce or process any Hazardous Material or to store, handle, transfer or transport any Hazardous Material on the Leased Property, other than (as to both clause (x) and (y)) normal and lawful uses of such Hazardous Materials, taking into account Lessee’s intended use of the Leased Property, which will not diminish the Fair Market Sales Value of the Leased Property and which at all times will comply with Environmental Laws;

          (iv) except as permitted by Environmental Laws and all other Applicable Law, not construct, operate, maintain or allow to be located in, under or on the Leased Property any (w) surface impoundments, (x) underground storage tanks, (y) asbestos or asbestos-containing material, or (z) PCB-containing equipment, including transformers;

          (v) cause any alterations of, improvements or construction on, the Leased Property to be done in accordance with Environmental Laws and Environmental Permits, and in connection with any such modifications, improvements or construction, shall remove and dispose of or otherwise remediate, in compliance with Environmental Laws, any Hazardous Materials present upon the Leased Property and generated or encountered during such activity and required to be removed or remediated pursuant to any Environmental Laws;

          (vi) promptly upon obtaining actual knowledge thereof, give to the Lessor notice of the occurrence of any of the following events: (t) the failure of the

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Leased Property, or the Lessee or any permitted assignee of the Lessee with respect to the Leased Property, to comply with any Environmental Law in any manner whatsoever; (u) the issuance by any Governmental Authority to the Lessee or any permitted assignee of the Lessee, of any notice, complaint or order of violation or non-compliance of any nature with regard to the Leased Property or the use thereof with respect to Environmental Laws; (v) any notice of a pending or threatened, non-routine investigation to determine whether the operations of the Lessee or any permitted assignee of the Lessee on the Leased Property are in violation of any Environmental Law; (w) any notice from any Governmental Authority requiring any corrective action with respect to the Leased Property or any portion thereof under any Environmental Law; (x) the initiation of any private party judicial or administrative action relating to violation of any Environmental Law in connection with the use, occupancy or operation of the Leased Property; (y) the existence or threat of a Release of a Hazardous Material at the Leased Property or any condition regulated by any Environmental Law which is or must be reported to a Governmental Authority or that could have a Material Adverse Effect upon the Leased Property; or (z) any other occurrence or discovery or any condition at the Leased Property related to Environmental Laws and which would constitute a Material Adverse Effect on the Leased Property; and

          (vii) if, despite the foregoing prohibitions, during the Lease Term (x) there is any actual or threatened Release, which is not in compliance with Environmental Laws or Environmental Permits or (y) Hazardous Materials on, in, under or at the Leased Property which give rise to a liability or Claim under common law or any Environmental Law or Environmental Permit, the Lessee shall, with all deliberate speed, in any and all such occurrences and at its sole cost and expense, promptly take all applicable action required under and taken in compliance with Environmental Laws and the reasonable instructions of the Lessor to correct, remove, remediate, clean up, prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release of such Hazardous Material.

          (b) Certain Environmental Remedies. The Lessor shall have the right, but not the obligation, through such representatives or independent contractors as it may determine, to enter upon the Leased Property and to expend funds to:

          (i) cause one or more Environmental Site Assessments of the Leased Property to be undertaken, if the Lessor in its reasonable discretion determines that such assessment is appropriate. Such Environmental Site Assessments shall be reasonable in scope considering the history and use of the Leased Property and the data available from prior reports; provided, however, that the foregoing shall not limit or restrict the reasonable discretion of Lessor’s engineers and consultants in formulating the exact parameters of any such Environmental Site Assessment, which may include, without limitation, (w) detailed visual inspections of the Leased Property, including without limitation, all storage areas, storage tanks, drains, drywells and leaching areas; (x) the taking of soils and surface and sub-surface water samples; (y) the performance of soils and ground water analysis; and (z) the performance of such other investigations or analyses as are necessary or appropriate and consistent with sound professional environmental engineering practice in order for the Lessor to obtain a complete

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assessment of the compliance of the Leased Property and the use thereof with all Environmental Laws and to make a determination as to whether or not there is any risk of contamination in violation of Environmental Laws which violation could have a Material Adverse Effect and whether or not (A) resulting from Hazardous Materials originating on, under, or from any surrounding property, or (B) having a material adverse effect on any surrounding property resulting from Hazardous Materials originating on, under, or from the Leased Property;

          (ii) cure any breach of the environmental representations, warranties, covenants and conditions made by or imposed upon Lessee under the Operative Documents, including, without limitation, any Environmental Violation by Lessee or affecting the Leased Property;

          (iii) take all actions as are reasonably necessary to (i) prevent the migration of Hazardous Materials on, under, or from the Leased Property to any other property; or (ii) prevent the migration of any Hazardous Materials on, under, or from any other property to the Leased Property;

          (iv) comply with, settle, or otherwise satisfy any Environmental Law as the same relates to the Leased Property including, but not limited to, the payment of any funds or penalties imposed by any Governmental Authority and the payment of all amounts required to remove any Lien or threat of Lien on or affecting the Leased Property; and

          (v) comply with, settle, or otherwise satisfy any Environmental Laws or order of any Governmental Authority, or cure, correct or abate any Environmental Violation or any environmental condition on, or that threatens, the Leased Property and that could cause damage or injury to the Leased Property or to any Person.

     SECTION 5.9 Use of Proceeds; Margin Regulations. The Lessee will apply the funds provided by the Lessor as the Lease Balance as set forth in Sections 2.2 and 2.6 hereof. No part of the funds provided by the Lessor as the Lease Balance will be used, directly or indirectly by Lessee, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities.

     SECTION 5.10 Increased Costs; Funding Losses.

          (a) Increased Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank regulator or other Governmental Authority (“Change in Law”) imposes, modifies, affects or deems applicable any reserve, special deposit, capital adequacy or other requirement required or expected to be maintained by the Lessor or any participant in or assignee of any interest in the Lease Balance (each, a “Participant”) directly or by its parent company (including, without limitation, any reserve requirements specified under regulations issued from time to time by the Board of Governors of the Federal Reserve System and then applicable to assets or liabilities

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consisting of and including “Eurocurrency Liabilities” as defined in Regulation D of such Board of Governors), or shall impose on the Lessor or any Participant (or its funding office) or on the London interbank market any other condition or any tax, duty or other charge with respect to or otherwise affecting the maintenance of the Lease Balance on a LIBO Rate basis, and the Lessor or such Participant determines (in its sole and absolute discretion) that the rate of return on it or its parent’s capital as a consequence of the funding made by the Lessor or such Participant hereunder to fund its share of the Lease Balance is reduced to a level below that which the Lessor or such Participant or its parent could have achieved but for the occurrence of any such circumstances, or prevents or would prevent the Lessor or any Participant from being legally entitled to a complete exemption from withholding Taxes with respect to the Lease Balance, then, in any such case, upon written notification from time to time by the Lessor or such Participant to the Lessee, the Lessee shall, within five (5) Business Days following receipt of the statement referred to in the next sentence, pay to the Lessor or such Participant, as Supplemental Rent, additional amounts sufficient to compensate the Lessor or such Participant or its parent for such reduction in rate of return (on a Grossed-Up Basis). A statement of the Lessor or a Participant as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Lessee. In determining such amount, the Lessor or each Participant, as applicable, shall use any method of averaging or attribution that it (in its reasonable discretion) shall deem applicable.

          (b) Funding Losses. The Lessee shall pay to the Lessor or any Participant as Supplemental Rent, such amounts as may be necessary to reimburse the Lessor or any Participant for any loss or expense (including, without limitation, any administration costs) incurred (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lessor or any Participant to make, continue or maintain any portion of its investment in the Lease Balance on a LIBO Rate basis) as a result of (x) the failure of the Lessee to close on the Closing Date or to cause the Lease Balance to be applied to the purchase of the Leased Property and to Transaction Expenses on the Closing Date or (y) any payment of all or any portion of the Lease Balance for any reason on a date other than a Rent Payment Date, including, without limitation, by reason of acceleration (the amount of such loss or expense, the “Break Funding Amount”). The Lessor or such Participant shall promptly notify the Lessee in writing of the amount of any claim under this paragraph, the reason or reasons therefor and the additional amount required fully to compensate the Lessor or any Participant for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Lessee.

          (c) Gross Up. With respect to any payment which the Lessee is required to pay or reimburse under any other provision of this Section 5.10 (each such payment or reimbursement under this Section 5.10, (each such payment or reimbursement under this Section 5.10, an “original payment”) and which original payment constitutes income to the Lessor or any Participant when accrued or received, then the Lessee shall pay to the Lessor or such Participant on demand the amount of such original payment on a grossed-up basis such that, after subtracting all Taxes imposed on the Lessor or such Participant with respect to such grossed-up payment by the Lessee (assuming for this purpose that the Lessor or such Participant was subject to taxation at the highest Federal and applicable, state and local marginal rates applicable to widely held corporations for the year in which such income is taxable), such amount (i.e., the grossed-up payment minus the taxes thereon) shall be equal to the original payment to be received or

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reimbursed (net of any credits, deductions or other tax benefits then actually recognized that arise from the payment by the Lessor or such Participant of any amount, including taxes, for which the payment to be received is made) (“Grossed-Up Basis”).

     SECTION 5.11 Assets Control Regulations and Anti-Money Laundering.

          (a) OFAC. None of the Lessee, Guarantor or any of its or their Subsidiaries (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

          (b) Patriot Act; Foreign Corrupt Practices Act. The Lessee, Guarantor and each of their Subsidiaries is in compliance, in all material respects, with the Patriot Act. No part of the funding provided by the Lessor will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

     SECTION 5.12 Purchase Agreement. Each of the Lessee and the Guarantor (a) acknowledges that it has made or is deemed to have made certain representations, warranties and covenants pursuant to the Purchase Agreement and that the representations, warranties and covenants set forth in the Operative Documents are in addition to, and not in lieu of, the representations, warranties and covenants set forth in the Purchase Agreement and (b) agrees that it shall comply with all of its covenants and agreements provided for in the Purchase Agreement and in the Operative Documents.

SECTION 6
TRANSFERS BY LESSOR AND HOLDERS

     SECTION 6.1 Lessor Transfers. All or any part of the interest of the Lessor in, to or under this Agreement, the other Operative Documents and/or the Leased Property may be assigned or transferred by the Lessor at any time without the consent of the Lessee to any assignee or transferee, including any Affiliate of the Lessor.

     SECTION 6.2 Participations. The Lessor may, without the consent of the Lessee, sell participations to one or more Persons (such Persons being hereinafter referred to, collectively, as “Participants”) in all or a portion of its rights and obligations under this Agreement, the other Operative Documents or the Leased Property; provided, however, that (i) the Lessor shall remain responsible for the performance of the Lessor’s obligations (if any) under this Agreement and the other Operative Documents to which the Lessor is a party, (ii) the Participant shall be entitled to the cost protection and tax indemnification provisions contained in this Agreement, (iii) the

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Lessee shall continue to deal solely and directly with the Lessor in connection with the Lessor’s rights and obligations under this Agreement and the other Operative Documents to which it is a party and in connection with the cost protection and tax indemnification provisions of this Agreement and the other applicable and Operative Documents to which any Participant is entitled pursuant to this Section 6.2, and (iv) the Lessor shall retain the sole right and responsibility to enforce the obligations of the Lessee relating to this Agreement, the Lease and the other Operative Documents.

SECTION 7
INDEMNIFICATION

     SECTION 7.1 General Indemnification. The Lessee agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and to indemnify, protect, defend, save and keep harmless, jointly and severally, each Indemnitee, on an After-Tax Basis, from and against, any and all Claims by any Person that may be imposed on, incurred by or asserted against such Indemnitee, whether or not such Indemnitee shall also be indemnified as to any such Claim by any other Person and in any way relating to or arising out of:

          (a) any of the Operative Documents or any of the transactions contemplated thereby, and any amendment, modification or waiver in respect thereof (except to the extent the Lessor’s actions with respect to such matters are in material violation of Applicable Law);

          (b) the Leased Property or any part thereof or interest therein;

          (c) the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, ownership, management, possession, operation, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer or title, redelivery, use, financing, refinancing, disposition, operation, condition, sale (including, without limitation, any sale pursuant to the Lease), return or other disposition of all or any part or any interest in the Leased Property or the imposition of any Lien other than a Lessor Lien or incurring of any liability to refund or pay over any amount as a result of any Lien thereon, including without limitation (i) Claims or penalties arising from any violation of law, contract (involving contracts of Lessee) or in tort (strict liability or otherwise), (ii) latent or other defects, whether or not discoverable, (iii) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to the Leased Property, (iv) the making of any Alterations in violation of any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which are in effect at any time with respect to the Leased Property or any part thereof, (v) any Claim for patent, trademark or copyright infringement and (vi) Claims arising from any public improvements with respect to the Leased Property resulting in any change or special assessments being levied against the Leased Property or any Claim for utility “tap-in” fees;

          (d) the breach or alleged breach by the Lessee or any of its Affiliates of any representation, warranty or covenant made by any of them or deemed made by any of them in any Operative Document or any certificate required to be delivered under any Operative Document;

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          (e) the retaining or employment of any broker, finder or financial advisor by the Lessee or any of its Affiliates to act on behalf of any of them in connection with this Agreement, or the authorization of any broker or financial adviser retained or employed by any other Person who or which acts on behalf of the Lessee or any of its Affiliates, or the incurring of any fees or commissions to which the Lessor or any of its Affiliates might be subjected by virtue of the Lessor entering into the transactions contemplated by this Agreement;

          (f) the existence of any Lien (other than a Lessor Lien) on or with respect to the Leased Property and/or Alterations during the course of any construction (including any construction materials), any Basic Rent or Supplemental Rent, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of or title to or interest of any Person in the Leased Property or by reason of labor or materials furnished or claimed to have been furnished to the Lessee or any of its Affiliates or any of their contractors or agents or by reason of the financing of any personalty or equipment purchased or leased by the Lessee or any of its Affiliates or Alterations constructed by the Lessee or any of its Affiliates;

          (g) any breach of any requirement, condition, restriction or limitation affecting title to any part of the Leased Property;

          (h) (i) any failure of title to any part of the Leased Property or failure (including the failure to create), lack of perfection, recordation, or loss of priority of the lien of any Lease, the Lease Supplement or the security interests in personal property created thereby, or (ii) the unenforceability, as a matter of law or equity, in whole or in part, of any Operative Document;

          (i) any violation of Applicable Law, rule, regulation or order by the Lessee or any Person in connection with the use or operation of the Leased Property including the Lessee’s activities thereon or therein;

          provided, however, that the Lessee shall not be required to indemnify any Indemnitee under this Section for any Claim, but only to the extent that such Claim results solely from the willful misconduct or gross negligence of such Indemnitee. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document.

     SECTION 7.2 Environmental Indemnity. Without limiting the provisions of Section 7.1, the Lessee agrees, to indemnify, hold harmless and defend each Indemnitee on an After-Tax Basis from and against any and all Claims (including third party Claims for personal injury or real or personal property damage), losses (including any loss of value of the Leased Property), damages, liabilities (including liabilities arising under a theory of strict liability), fines, penalties, charges, administrative and judicial proceedings (including informal proceedings) and orders, judgments, remedial action, requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including all attorneys’ and/or paralegals’ fees and expenses), and including all costs incurred in connection with any investigation or monitoring of site conditions or any clean-up, remedial, removal or restoration work by any Governmental Authority (except, in each of the foregoing cases, for any portion of an indemnifiable claim

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directly attributable to the gross negligence or willful misconduct of any Indemnitee), arising directly or indirectly, in whole or in part, out of:

          (a) the presence in, on or under the Leased Property or any part thereof of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under, from or onto the Leased Property or any part thereof;

          (b) any activity, including, without limitation, construction, carried on or undertaken on or off the Leased Property or any part thereof, and whether by the Lessee or by any of its Affiliates, or any predecessor in title or any employees, agents, contractors or subcontractors of the Lessee or by any of its Affiliates or any predecessor in title, or any other Persons (including such Indemnitee), in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials that at any time are located or present on or under or that at any time migrate, flow, percolate, diffuse or in any way move onto or under the Leased Property or any part thereof;

          (c) loss of or damage to any property or the environment (including clean-up costs, response costs, remediation and removal costs, cost of corrective action, costs of financial assurance, fines and penalties and natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws;

          (d) any claim concerning lack of compliance with Environmental Laws, or any act or omission causing an environmental condition that requires remediation or would allow any Governmental Authority to record a Lien or encumbrance on the land records; or

          (e) any residual contamination on or under the Leased Property or any part thereof, or affecting any natural resources, and any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances, in any case arising or occurring (y) prior to or during the Lease Term or (z) at any time during which the Lessee or any of its Affiliates owns any interest in, including a leasehold interest, or otherwise occupies or possesses the Leased Property or any portion thereof. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document. The Lessee, for itself and its Affiliates and its and their successors and assigns, hereby releases and waives any future claims against the Lessor for indemnity or contribution in the event the Lessee becomes liable for cleanup or other costs related to the Leased Property, including under any applicable laws, rules, regulations or court orders. The Lessee or any of its Affiliates acknowledges and agrees that Lessor shall in no respect be considered to be a receiver of the Leased Property.

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     SECTION 7.3 Proceedings in Respect of Claims. The obligations and liabilities of the Lessee (the “Indemnitor”), with respect to any Claims for which, if valid, the Indemnitor is obligated to provide indemnification pursuant to the provisions of Section 7.1 and Section 7.2 (“Indemnified Claims”), shall be subject to the following terms and conditions:

          (a) Whenever an Indemnitee (for purposes of this Section 7.3, the word “Indemnitee” shall be deemed to include members of the Indemnitee Group) shall have received notice that an Indemnified Claim has been asserted or threatened against such Indemnitee, the Indemnitee shall promptly notify the Indemnitor of such Claim, together with supporting facts and data within the possession or knowledge of the Indemnitee related thereto, provided that the failure to deliver such notice shall not relieve the Indemnitor of its indemnification obligations hereunder except to the extent that such failure materially prejudices the Indemnitor’s defense of that Claim. With respect to any amount that the Indemnitor is requested by an Indemnitee to pay by reason of Section 7.1 or 7.2, such Indemnitee shall, if so requested by the Indemnitor, and prior to any payment, submit such additional information to the Indemnitor as the Indemnitor may reasonably request and which is in the possession of such Indemnitee to substantiate properly the requested payment.

          (b) Indemnitor shall have the right to defend, at its expense, such Indemnified Claim with counsel of its choice reasonably satisfactory to the Indemnitee, provided, however, that the Indemnitor shall have no such right (i) unless the Indemnitor shall deliver to the relevant Indemnitee a written acknowledgment of the Indemnitor’s obligation to indemnify such Indemnitee with respect to such Claim; (ii) if any Default or Event of Default shall have occurred and be continuing; (iii) if such Claim involves a possible imposition of any criminal liability or penalty or civil penalty on such Indemnitee; or (iv) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien on the Leased Property or any part thereof unless the Indemnitor shall have provided security for the Indemnitor’s obligations under this Section with respect to such Claim reasonably satisfactory to the relevant Indemnitee with respect to such risk. The Indemnitee shall promptly notify the Indemnitor of any compromise or settlement proposal with respect to any such Claim and shall not unreasonably refuse to accept any such proposal if the same is acceptable to the Indemnitor. The Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Indemnitor in accordance with the foregoing. The Indemnitor shall not enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under Section 7.1 or 7.2 without the prior written consent of the Lessor acting individually and on behalf of the affected Indemnitee. The Indemnitor, and each Indemnitee (at the expense of the Indemnitor) are and shall be bound to cooperate with each other in good faith in connection with the defense of any such action, suit or proceeding in providing any information and bear witness or give testimony which may be requested by counsel for any of such parties.

          (c) Upon payment in full of any Claim by the Indemnitor pursuant to Section 7.1 or 7.2 to or on behalf of an Indemnitee, the Indemnitor without any further action (but only to the extent permitted by Applicable Law and contractual agreements), shall be subrogated to any and all claims that such Indemnitee may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnitee at its own expense) (subject to the provisions of this Section 7 and Section 8.6 of the Lease), and such Indemnitee shall execute such instruments of assignment and conveyance, evidence of claims and payment and such other documents,

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instruments and agreements as may be necessary to preserve any such Claims and otherwise cooperate with the Indemnitor and give such further assurances as are necessary or advisable to enable the Indemnitor vigorously to pursue such Claims.

          (d) Any amount payable to an Indemnitee pursuant to Section 7.1 or 7.2 shall be paid to such Indemnitee promptly upon receipt of a written demand therefor from such Indemnitee.

          (e) If the Indemnitor fails to assume the defense of an Indemnified Claim within a reasonable time after receipt of written notice thereof from the Indemnitee, the Indemnitee will (upon delivering written notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor’s cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnitor, subject to the right of the Indemnitor to assume and control the defense of such Claim at any time prior to the settlement, compromise or final determination thereof, provided, however, that the Indemnitor shall have no such right (i) unless the Indemnitor shall deliver to the relevant Indemnitee a written acknowledgment of the Indemnitor’s obligation to indemnify such Indemnitee with respect to such Claim, (ii) if any Default or Event of Default shall have occurred and be continuing; (iii) if such Claim involves a possible imposition of any criminal liability or penalty or civil penalty on such Indemnitee; or (iv) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien on the Leased Property or any part thereof unless the Indemnitor shall have provided security for the Indemnitor’s obligations under this Section with respect to such Claim reasonably satisfactory to the relevant Indemnitee with respect to such risk. In the event the Indemnitee assumes the defense of any such Claim, the Indemnitee will reasonably cooperate with the Indemnitor in keeping the Indemnitor reasonably informed of the progress of any such defense, compromise or settlement.

     SECTION 7.4 General Tax Indemnity.

          (a) The Lessee shall pay on an After-Tax Basis, and on written demand shall indemnify and hold each Tax Indemnitee harmless from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, franchise (including taxes based upon or measured by capital or net worth) sales, rental, use, turnover, value-added, property, excise and stamp taxes and all recapture and other payments in connection with any agreement relating to tax abatements granted in connection with the Leased Property), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as “Taxes” and individually as a “Tax”) (for the purposes of this Section, the definition of “Taxes” excludes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document, as well as any penalties, fees or interest on, or additions to taxes, caused solely by the failure of any of the Tax Indemnitees to provide notice to the Lessee of the Lessee’s indemnity obligations hereunder) imposed on or with respect to any Tax Indemnitee, the Lessee, the Leased Property or any portion thereof or the Land, or any Lessee or user thereof, by the United States or by any state, local or foreign government or other taxing authority in connection with or in any way relating to

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(i) the acquisition, financing, mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, maintenance, repair, storage, transfer of title, redelivery, use, operation, condition, sale, condemnation, casualty, return or other application or disposition of all or any part of the Leased Property or the imposition of any Lien, other than a Lessor Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, (ii) Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) the Leased Property, the Land or any part thereof or any interest therein, (iv) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto and (v) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents.

          (b) Section 7.4(a) shall not apply to:

          (i) Taxes on, based on, or measured by or with respect to, solely the net income of a Tax Indemnitee (including, without limitation, minimum Taxes, capital gains Taxes, Taxes on or measured by items of tax preference or alternative minimum Taxes) other than (A) any such Taxes that are, or are in the nature of, sales, use, license, rental, ad valorem or property Taxes, (B) withholding Taxes imposed by the United States or any state, local or foreign taxing authority on Rent or payments on or with respect to any other amounts payable by Lessee to Lessor under the Operative Documents, (C) any such Taxes to the extent that such tax would not have been imposed if on the Closing Date the Lessor had advanced funds to the Lessee in the form of a loan secured by the Leased Property in an amount equal to the Lease Balance, with Rent for such loan equal to the Basic Rent payable on each Rent Payment Date and a principal balance at the maturity of such loan in an amount equal to the Lease Balance at the end of the Lease Term, provided that nothing in this clause (i) shall be interpreted to prevent any payment from being made on an After-Tax Basis if otherwise required to be so made;

          (ii) Taxes on, based on, or in the nature of or measured by Taxes solely on: doing business, business privilege, capital, capital stock, net worth, or mercantile license or similar taxes other than (A) any such Taxes imposed on such Tax Indemnitee by any state or locality, net of any decrease in such taxes realized by such Tax Indemnitee, to the extent that such tax would not have been imposed if on the Closing Date the Lessor had advanced funds to the Lessee in the form of a loan secured by the Leased Property in an amount equal to the Lease Balance, with Rent for such loan equal to the Basic Rent attributable to the Lease Balance payable on each Rent Payment Date and a principal balance at the maturity of such loan in an amount equal to the Lease Balance at the end of the Lease Term or (B) any Taxes that are or are in the nature of sales, use, rental, license or property Taxes;

          (iii) Taxes that result from any act, event or omission, or are attributable to any period of time, that occurs after the discharge in full of the Lessee’s obligations to pay the Lease Balance, or any amount determined by reference thereto, and all other amounts due under the Operative Documents, unless such Taxes relate to acts, events or matters occurring prior to the earliest of such times or are imposed on or with

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respect to any payments due under the Operative Documents after such expiration or discharge;

          (iv) Taxes imposed on a Tax Indemnitee that result from any voluntary sale, assignment, transfer or other disposition (other than any such sale, assignment, transfer or other disposition made at the request of the Lessee) by such Tax Indemnitee of any interest in the Leased Property or any part thereof, or any interest therein or any interest or obligation arising under the Operative Documents or from any sale, assignment, transfer or other disposition of any interest in such Tax Indemnitee or any related Tax Indemnitee, it being understood that each of the following shall not be considered a voluntary sale: (A) any substitution, replacement or removal of any of the property by the Lessee shall not be treated as a voluntary action of any Tax Indemnitee, (B) any sale or transfer resulting from the exercise by the Lessee of any termination option, any purchase option or sale option, (C) any sale or transfer while a Default or an Event of Default shall have occurred and be continuing under the Lease and (D) any sale or transfer resulting from the Lessor’s exercise of remedies under the Lease;

          (v) any Tax which is being contested in accordance with the provisions of Section 7.4(c), during the pendency of such contest, provided that payment of such Tax is not required during the pendency of such contest;

          (vi) any Tax that is imposed on a Tax Indemnitee solely as a result of such Tax Indemnitee’s gross negligence or willful misconduct;

          (vii) any Tax that results from a Tax Indemnitee engaging, with respect to the Leased Property, in transactions prohibited by the Operative Documents; or

          (viii) any interest, penalties or additions to tax to the extent resulting in whole or in part from the failure of a Tax Indemnitee to file a return or pay any Tax that it is required to file or pay in a proper and timely manner, unless such failure (A) results from the transactions contemplated by the Operative Documents in circumstances where the Lessee did not give timely notice to the Tax Indemnitee of such filing requirement that would have permitted a proper and timely filing of such return or (B) results from the failure of the Lessee to supply information necessary for the proper and timely filing of such return that was not in the possession of the Lessor at least twenty (20) Business Days before due or notifying the Tax Indemnitee that it is necessary to file a report, return or statement at least twenty (20) Business Days before the due date for filing.

          (c) If any Claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to this Section, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to this Section may be payable, such Tax Indemnitee shall promptly notify the Lessee in writing, provided that the failure to deliver such notice shall not relieve the Lessee of its indemnification obligations hereunder. The Lessee shall not be responsible for the costs, interest, penalties or additions to taxes in the nature of penalties suffered

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as a result of the failure of any of the Tax Indemnitees to notify the Lessee. The Lessee shall be entitled, at its expense, to participate in and to the extent that the Lessee desires to, assume and control the defense thereof; provided, however, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest any such action, suit or proceeding, at the sole cost and expense of the Lessee, on behalf of the Lessee) if and to the extent that (A) a Default or an Event of Default has occurred and is continuing, (B) such action, suit or proceeding involves matters which are unrelated to the transactions contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee, (C) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee, (D) the Lessee fails to deliver to the Tax Indemnitee a written acknowledgement of the Lessee’s obligation to fully indemnify the Tax Indemnitee with respect to such action, suit or proceeding, or (E) if in the reasonable opinion of such Tax Indemnitee (i) such action, suit or proceeding involves a possible imposition of criminal liability or penalty or civil penalty on such Tax Indemnitee, or (ii) if such proceeding will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien on the Leased Property or any part thereof unless the Lessee shall have provided security for Lessee’s obligations under this Section with respect to such action, suit or proceeding reasonably satisfactory to the Tax Indemnitee with respect to such risk. If Lessee assumes and controls the defense of the proceeding, the Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee’s expense supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section. Unless a Default or an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section without the prior written consent of the Lessee, which consent shall not be unreasonably withheld or delayed, unless such Tax Indemnitee waives its right to be indemnified under this Section with respect to such Claim. Notwithstanding anything contained herein to the contrary, (i) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a Claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section with respect to such Claim (and any related Claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (ii) no Tax Indemnitee shall be required to contest any Claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of the Lessee’s counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either. Lessee shall not settle any claims without the consent of the Tax Indemnitee, which consent shall not be unreasonably withheld.

          (d) If (i) a Tax Indemnitee shall obtain a credit or refund of any Taxes paid by the Lessee pursuant to this Section or (ii) by reason of the incurrence or imposition of any Tax for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section, such Tax Indemnitee at any time realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section, which reduction in Taxes was not taken into account in

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computing such payment by the Lessee to or for the account of such Tax Indemnitee, then such Tax Indemnitee shall promptly pay to the Lessee the amount of such credit or refund, together with the amount of any interest received by such Tax Indemnitee on account of such credit or refund or an amount equal to such reduction in Taxes, as the case may be; provided, however, that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing; and provided, further, that the amount payable to the Lessee by any Tax Indemnitee pursuant to this subsection shall not at any time exceed the aggregate amount of all indemnity payments made by the Lessee under this Section to such Tax Indemnitee and all related Tax Indemnitees with respect to the Taxes which gave rise to a credit or refund or with respect to the Tax which gave rise to a reduction in Taxes less the amount of all prior payments made to the Lessee by such Tax Indemnitee and related Tax Indemnitees under this Section. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this subsection shall be treated as a Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder.

          (e) Any Tax indemnifiable under this Section shall be paid directly to the applicable taxing authority prior to delinquency if direct payment is practicable and permitted. If direct payment to the applicable taxing authority is not permitted or is otherwise not made, any amount payable to a Tax Indemnitee pursuant to this Section shall be paid within thirty (30) days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the amount so payable. Any payments made pursuant to this Section shall be made directly to the Tax Indemnitee entitled thereto or the Lessee in immediately available funds at such bank or to such account as specified by the payee in written directions to the payor, or, if no such direction shall have been given, by check of the payor payable to the order of the payee by certified mail, postage prepaid at its Address as set forth in this Agreement. Upon the request of any Tax Indemnitee with respect to a Tax that the Lessee is required to pay, the Lessee shall furnish to such Tax Indemnitee the original or a certified copy of a receipt for the Lessee’s payment of such Tax or such other evidence of payment as is reasonably acceptable to such Tax Indemnitee.

          (f) If the Lessee knows of any report, return or statement required to be filed with respect to any Taxes that are subject to indemnification under this Section, the Lessee shall, if the Lessee is permitted by Applicable Law, timely file such report, return or statement (and, to the extent permitted by law, show ownership of the Leased Property in the Lessee); provided, however, that if the Lessee is not permitted by Applicable Law or does not have access to the information required to file any such report, return or statement, the Lessee will promptly so notify the appropriate Tax Indemnitee at least thirty (30) days before due or notify the Tax Indemnitee that it is necessary to file a report, return or statement at least thirty (30) days before the due date for filing, in which case Tax Indemnitee will timely file such report, return or statement. In any case in which the Tax Indemnitee will file any such report, return or statement, Lessee shall, upon written request of such Tax Indemnitee, provide such Tax Indemnitee with such information as is reasonably available or accessible to the Lessee. In any case in which the Lessee will file any such report, return or statement, each Tax Indemnitee shall, upon written request of the Lessee, provide the Lessee with such information as is reasonably requested and reasonably available to the Tax Indemnitee.

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          (g) It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document.

     SECTION 7.5 Exculpation. Neither the Lessor nor any of its Affiliates has and shall have any liability or obligation whatsoever or howsoever in connection with the design, construction, completion or management of the Improvements and/or any Alterations and in no event shall the Lessor or any of its Affiliates be obligated to inspect the Improvements and/or any Alterations or all or any part of the Leased Property. Under no circumstances whatsoever shall the Lessor or any of its Affiliates be or become liable for the performance or default of any contractor or subcontractor, or for any failure to construct, complete, protect or insure the Improvements and/or any Alterations, or any part thereof, or for the payment of any cost or expense incurred in connection therewith, or for the performance or non-performance of any obligation of the Lessee to the Lessor or to any other Person, firm or entity without limitation. Nothing, including without limitation, any funding by the Lessor of the Lease Balance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, on the part of the Lessor or any of its Affiliates. Further, the Lessee shall be solely responsible for all aspects of the Lessee’s business and conduct in connection with the construction and completion of all Improvements and/or any Alterations.

     Neither the Lessor nor any of its Affiliates shall have any obligation to supervise, inspect or inform the Lessee or any third party of any aspect of the work or construction of the Improvements and/or any Alterations or any other matter referred to above. Any inspection or review made by or on behalf of the Lessor shall be made for the purpose of determining whether or not the obligations of the Lessee under the Operative Documents are being properly discharged, and neither the Lessee, nor any third party shall be entitled to rely upon any such inspection or review.

     Neither the Lessor nor any of its Affiliates owes any duty of care to the Lessee or any other Person to protect against or inform the Lessee or any other Person of the existence of negligent, faulty, inadequate or defective design or construction of the Improvements or any other aspect of the Leased Property.

     SECTION 7.6 Role of Lessor. Any term or condition hereof or of any of the other Operative Documents to the contrary notwithstanding, the Lessor shall not have, and by its execution and acceptance of this Agreement, hereby expressly disclaims, any obligation or responsibility for the design, construction, installation, testing, management, conduct or operation of the Improvements or all or any part of the Leased Property or business and affairs of the Lessee, and any term or condition hereof, or of any of the other Operative Documents, permitting the Lessor to disburse funds, or to take or refrain from taking any action with respect to the Lessee or the Leased Property shall be deemed to be solely for the benefit of the Lessor and may not be relied upon by any other Person. Further, the Lessor shall not have, have not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims, any liability or responsibility for the payment or performance of any indebtedness or obligation of the Lessee, and no term or condition hereof, or of any of the other Operative Documents, shall be construed otherwise.

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     SECTION 7.7 Lessor’s Benefit. All conditions precedent to the Lessor’s acquisition of the Leased Property and funding of the Lease Balance or taking of any other action under the Operative Documents are imposed hereby solely for the benefit of the Lessor. No party other than the Lessor may require satisfaction of any such condition precedent. Any requirement of this Agreement and any requirement of any other Operative Document may be waived by the Lessor, in whole or in part, at any time. Any requirement herein or in any other Operative Document of submission of evidence to the Lessor of the existence or non-existence of a fact shall be deemed, also, to be a requirement that the fact shall exist or not exist, as the case may be, and without waiving any condition or obligation of the Lessee, the Lessor may at all times independently establish to its satisfaction such existence or non-existence.

SECTION 8
MISCELLANEOUS

     SECTION 8.1 Survival of Agreements. The indemnities of the parties provided for in Section 7 of this Agreement and in the other Operative Documents, and all provisions for the payment or reimbursement by the Lessee of expenses hereunder and in the other Operative Documents, shall survive the termination or expiration of this Agreement and any of the other Operative Documents (including, without limitation, the termination of the Lease pursuant to Section 15.7 thereof), any disposition of any interest of the Lessor in the Leased Property and shall be and continue in effect notwithstanding any investigation made by any party hereto or to any of the other Operative Documents and the fact that any such party may waive compliance with any of the other terms, provisions or conditions of any of the Operative Documents.

     SECTION 8.2 Notices. Unless otherwise specified herein or in an applicable Operative Document, it shall, for purposes of this Agreement and the other Operative Documents, be sufficient service or giving of any notice, request, complaint, demand, instruction or other instrument or document to any Person, if it is in writing and sent to the Address set forth below. Any notice given by facsimile transmission shall be deemed given when sent provided confirmed by a nationally recognized overnight carrier service. Any notice given by mail shall be sent by registered or certified mail, return receipt requested and shall be deemed to have been given when so sent. The parties hereto may designate, by notice given to each of the other parties, any further or different addresses than those set forth below to which subsequent notices shall be sent. For purposes of the Operative Documents (but subject to the preceding sentence), the address of the Lessee and the Lessor is as follows:

(i)	Lessee:	NAP of the Capital Region, LLC
		c/o Terremark Worldwide, Inc.
		2601 South Bayshore Drive, Suite 900
		Miami, Florida 33133
		Attention: Chief Financial Officer
		Facsimile: (305) 856-8190
		Telephone: (305) 860-7817

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(ii)	Lessor:	Culpeper Lessor 2007-1 LLC
		c/o Credit Suisse
		Eleven Madison Avenue
		New York, New York 10010-3643
		Attention: Gregory Strzelichowski
		Attention: Larcy Naval
		Attention: Shane M. Hadden
		Facsimile: (212) 325-6666
		Telephone: (212) 325-2000
(iii)	Guarantor:	Terremark Worldwide, Inc.
		2601 South Bayshore Drive, Suite 900
		Miami, Florida 33133
		Attention: Chief Financial Officer
		Facsimile: (305) 856-8190
		Telephone: (305) 860-7817
(iv)	With copy to:	Greenberg Traurig, LLP
		1900 University Ave., 5th Floor
		East Palo Alto, California 94303
		Attention: Toni P. Wise
		Facsimile: (650) 462-7887
		Telephone: (650) 289-7887

     SECTION 8.3 Counterparts. This Agreement may be executed in any number of counterparts as may be convenient or necessary, and it shall not be necessary that the signatures of all parties hereto or thereto be contained on any one counterpart hereof or thereof. Additionally, the parties hereto agree that for purposes of facilitating the execution of this Agreement, (a) the signature pages taken from the separate individually executed counterparts of this Agreement may be combined to form multiple fully executed counterparts and (b) a facsimile transmission shall be deemed to be an original signature for all purposes. All executed counterparts of this Agreement shall be deemed to be originals, but all such counterparts taken together or collectively, as the case may be, shall constitute one and the same agreement.

     SECTION 8.4 Amendments. No Operative Document nor any of the terms thereof may be terminated, amended, supplemented, waived or modified with respect to any party thereto except with the prior written consent of such party thereto. If and to the extent that this Agreement, the Lease or any other Operating Document constitutes an amendment, supplement, termination, waiver or other modification to any Operative Document, each of the parties hereto, by its execution of this Agreement, shall be deemed to have given its written consent to such amendment supplement, termination, waiver or other modification.

     SECTION 8.5 Headings, etc. The Table of Contents and headings of the various Sections of this Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

29

     SECTION 8.6 Parties in Interest. Except as expressly provided herein, none of the provisions of this Participation Agreement is intended for the benefit of any Person except the parties hereto, their successors and their permitted assigns.

     SECTION 8.7 Governing Law. This Participation Agreement shall in all respects be governed by the internal law of the State of New York as to all matters of construction, validity and performance, without regard to conflicts of law principles to the extent permitted by Applicable Law, except Title 14 of Article 5 of the New York General Obligations Law, except as to matters relating to the creation of liens and the exercise of remedies with respect to the leased Property, which shall be governed by and construed in accordance with the laws of the state in which such Leased Property is located.

     SECTION 8.8 Liability of Lessor Limited. Recourse to the Lessor under this Agreement shall be limited as provided in Section 18.12 of the Lease.

     SECTION 8.9 Expenses.

          (a) Expenses of Lessor. The fees, expenses and disbursements (including counsel fees and the Standby Fee) of the Lessor in connection with the Operative Documents (including all costs associated with the release and termination of the Operative Documents in accordance with the terms thereof) shall be paid by the Lessee as Supplemental Rent as and when provided in this Agreement and the other Operative Documents or upon demand therefor by the Lessor.

          (b) Amendments and Supplements. The Lessee agrees to pay all out-of-pocket costs and expenses of the Lessor in connection with any proposed or successful amendment or supplementing any of the Operative Documents and the documents and instruments referred to therein (including, without limitation, the fees and disbursements of counsel for the Lessor).

     SECTION 8.10 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     SECTION 8.11 Submission to Jurisdiction; Waivers. Each party hereto irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or proceeding relating to this Participation Agreement or any other Operative Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in the borough of Manhattan, and appellate courts from any thereof; and

30

          (b) consents that any such action or proceedings may be brought to such courts, and waives any objection that it may now or hereafter have the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same.

     Each party, to the extent permitted by law, hereby voluntarily, knowingly, irrevocably and unconditionally waives any right to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise, among or between the parties hereto arising out of, in connection with, related to, or incidental to the relationship established among the parties in connection with this Agreement, any other Operative Document or any other document executed or delivered in connection herewith or the transactions related hereto. This waiver shall not in any way affect, waive, limit, amend or modify the ability of the Lessor to pursue any remedies contained in this Agreement, the other Operative Documents or any other agreement or document related hereto. This provision is a material inducement to the Lessor to enter into this Agreement and the other Operative Documents.

     SECTION 8.12 Limitation on Interest. Any provision to the contrary contained in this Agreement or in any of the other Operative Documents notwithstanding, it is expressly provided that in no case or event shall the aggregate of (i) all interest payable by the Lessee and (ii) the aggregate of any other amounts accrued or paid pursuant to this Agreement or any of the other Operative Documents, which under applicable laws are or may be deemed to constitute interest, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received. In this connection, it is expressly stipulated and agreed that it is the intent of the Lessee and the Lessor to contract in strict compliance with the applicable usury laws of the State of New York and of the United States (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, none of the terms of this Agreement or any of the other Operative Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum contract interest rate permitted to be contracted for, charged or received by the applicable laws of the United States or the State of New York (whichever permit the higher rate of interest). The Lessee and the other parties now or hereafter becoming liable for payment of any indebtedness under this Agreement or any other Operative Documents shall never be liable for interest in excess of the maximum rate that may be lawfully contracted for or charged under the laws of the State of New York and of the United States (whichever permit the higher rate of interest). If under any circumstances the aggregate amounts paid include amounts which by law are deemed interest which would exceed the maximum amount of interest which could lawfully have been contracted for, charged or received, the parties stipulate that such amounts will be deemed to have been paid as a result of an error on the part of the parties, and the party receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the party making such payment, refund the amount of such excess or at the option of the Lessor, credit such excess against any unpaid principal balance owing. To the maximum extent permitted by applicable law, all amounts contracted for, charged or received for the use, forbearance, or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the Lease. The provisions of this Section 8.12 shall control all of the Operative Documents.

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     SECTION 8.13 Reproduction of Documents. The parties hereto agree and stipulate that, to the extent permitted by applicable law, any reproduction of this Agreement or other Operative Documents shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 8.13 shall not prohibit the Lessor from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

     SECTION 8.14 Payment of Expenses. Whether or not the transactions contemplated by this Agreement shall be consummated, the Lessee and the Guarantor shall:

          (a) Fees and Expenses. Pay or cause to be paid (i) all fees and expenses incurred by the Lessor in connection with the transactions described in this Agreement and the other Operative Documents, (ii) all fees and expenses incurred by any of the Lessor in connection with any refinancing, modification, supplement or amendment (or, if related to a request made by the Lessee, interpretation) of this Agreement or any of the Operative Documents or any waiver or consent under or in respect of this Agreement or any of the Operative Documents, whether or not such refinancing, modification, supplement, amendment, waiver or consent is obtained or becomes effective, and in connection with the consideration of any potential, actual or proposed restructuring or workout of the transactions contemplated hereby or by the Operative Documents, (iii) all fees and expenses incurred by any of the Lessor in connection with the consummation of the Overall Transaction, including without limitation, in each instance set forth in clauses (i), (ii) and (iii), any and all document production, duplication charges, printing, word processing and reproduction expenses, legal and surveyor’s fees (including the legal fees and expenses of local counsel and counsel to the Lessor), and (iv) other fees and expenses of the Lessor, as beneficiary or mortgagee, as applicable, under applicable title insurance policies, fees and expenses of any appraisers and environmental engineers and consultants, and all recording, registration and filing fees, taxes and expenses.

          (b) Out-of-Pocket Expenses. Reimburse or cause to be reimbursed each of the Indemnitees for its or their reasonable out-of-pocket expenses (other than income taxes) in connection with (i) the transactions contemplated hereunder and under the Operative Documents, and (ii) any modification, supplement or amendment of any of the Operative Documents or any waiver or consent under or in respect of any of the Operative Documents and in connection with the consideration of any potential, actual or proposed restructuring or workout of the transactions contemplated hereby or by the Operative Documents, and pay or cause to be paid all reasonable costs, expenses, taxes and fees incurred by the Lessor, in enforcing this Agreement or any Operative Document, including reasonable attorneys’ fees and disbursements, in connection with any Default or Event of Default thereunder or hereunder, or in responding to any subpoena or other legal process or informal investigate demand issued in connection with this Agreement or any of the Operative Documents, or the transactions contemplated hereby or thereby.

          (c) Stamp Taxes. Pay or cause to be paid, and save each of the Indemnitees (and each nominee of, payee designated by or successor or assignee of the Lessor harmless from and against any and all liability and loss with respect to or resulting from the nonpayment or

32

delayed payment of any and all stamp and other similar taxes, fees and excises, if any, including any interest and penalties, which may be, or be determined to be, payable in connection with the transactions contemplated by this Agreement, or in connection with any modification, supplement or amendment of this Agreement or any of the Operative Documents or any waiver or consent under or in respect of this Agreement or any of the Operative Documents.

          (d) Brokerage Fees. Hold each of the Indemnitees harmless from and against any and all finders’ or brokerage fees and commissions which may be payable in connection with such transactions or in connection with any modification, supplement or amendment of this Agreement or any of the other Operative Documents or any waiver or consent under or in respect of this Agreement or any of the other Operative Documents.

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

[SIGNATURE PAGE ATTACHED]

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LESSOR:

CULPEPER LESSOR 2007-1 LLC
a Delaware limited liability company

By: Credit Suisse Management LLC,
Its: Sole Member

By:	/s/ Damien Dwin
	Name:	Damien Dwin
	Title:	Vice President

LESSEE:

NAP OF THE CAPITAL REGION, LLC,
a Florida limited liability company

By: Terremark Worldwide, Inc.
Its: Sole Member

By:	/s/ Jose Segrera
	Name:	Jose Segrera
	Title:	Chief Financial Officer

GUARANTOR:

TERREMARK WORLDWIDE, INC.,
a Delaware corporation

By:	/s/ Jose Segrera
	Name:	Jose Segrera
	Title:	Chief Financial Officer

34

APPENDIX I
TO
PARTICIPATION AGREEMENT AND LEASE AGREEMENT

DEFINITIONS AND INTERPRETATION

[See separate text]

35

EX-10.50

Exhibit 10.50

LEASE AGREEMENT

dated as of February 15, 2007

between

CULPEPER LESSOR 2007-1 LLC,

a Delaware limited liability company,

as Lessor

And

NAP OF THE CAPITAL REGION, LLC,

a Florida limited liability company,

as Lessee

Facility located in Culpeper, Virginia

TABLE OF CONTENTS

			Page
ARTICLE I    DEFINITIONS; INTERPRETATION				1
ARTICLE II    LEASE OF LEASED PROPERTY				1
	SECTION 2.1	Lease of Leased Property		1
	SECTION 2.2	Lease Term		1
ARTICLE III    [INTENTIONALLY OMITTED]				1
ARTICLE IV    RENT				1
	SECTION 4.1	Rent		1
	SECTION 4.2	Supplemental Rent		2
	SECTION 4.3	Method of Payment		2
	SECTION 4.4	Late Payment		3
	SECTION 4.5	Net Lease; No Setoff, Etc		3
	SECTION 4.6	The Lessee to Cooperate with the Lessor		4
ARTICLE V    CONDITION OF LEASED PROPERTY; LESSEE’S ACKNOWLEDGEMENT				4
ARTICLE VI    LIENS; EASEMENTS; PARTIAL CONVEYANCES				5
	SECTION 6.1	No Liens		5
	SECTION 6.2	Easements and Related Conveyances		6
ARTICLE VII    MAINTENANCE AND REPAIR; EXISTING IMPROVEMENTS; ALTERATIONS,				7
	SECTION 7.1	Maintenance and Repair; Compliance With Law		7
	SECTION 7.2	Existing Improvements		7
	SECTION 7.3	Alterations		7
	SECTION 7.4	Title to Alterations		8
ARTICLE VIII    USE AND POSSESSION; CERTAIN CHARGES				8
	SECTION 8.1	Possession and Use of the Leased Property		8
	SECTION 8.2	Compliance with Requirements of Law and Insurance Requirements and Easements		9
	SECTION 8.3	Utility Charges		9
	SECTION 8.4	Taxes		9
	SECTION 8.5	Environmental Matters		9
	SECTION 8.6	Permitted Contests		11

i

TABLE OF CONTENTS
(continued)

			Page
ARTICLE IX    INSURANCE				11
	SECTION 9.1	Insurance Coverages		11
	SECTION 9.2	Liability Insurance		12
	SECTION 9.3	Policies		12
	SECTION 9.4	Insured and Loss Payee Provisions		13
	SECTION 9.5	Other Insurance		13
	SECTION 9.6	Deductibles		13
	SECTION 9.7	Failure to Maintain Insurance		13
ARTICLE X    ASSIGNMENT AND SUBLEASING; OTHER TRANSFERS				14
	SECTION 10.1	Assignment		14
	SECTION 10.2	Sublease		14
	SECTION 10.3	No Release		14
	SECTION 10.4	Leasehold Financing		14
	SECTION 10.5	Transfer by Lessor		15
ARTICLE XI    LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE				16
	SECTION 11.1	Event of Loss		16
	SECTION 11.2	Event of Taking		16
	SECTION 11.3	Casualty		17
	SECTION 11.4	Condemnation		18
	SECTION 11.5	Verification of Restoration and Rebuilding		18
	SECTION 11.6	Application of Payments		18
	SECTION 11.7	Prosecution of Awards		19
	SECTION 11.8	Application of Certain Payments Not Relating to an Event of Taking		20
	SECTION 11.9	Other Dispositions		20
	SECTION 11.10	No Rent Abatement		20
ARTICLE XII    NATURE OF TRANSACTION; INTEREST CONVEYED TO LESSEE				20
ARTICLE XIII    EVENTS OF DEFAULT				22
ARTICLE XIV    ENFORCEMENT				25
	SECTION 14.1	Remedies		25

ii

TABLE OF CONTENTS
(continued)

			Page
	SECTION 14.2	Remedies Cumulative; No Waiver; Consents		28
ARTICLE XV    PURCHASE OF LEASED PROPERTY				28
	SECTION 15.1	The Lessee’s Option to Purchase		28
	SECTION 15.2	Purchase Obligation		29
	SECTION 15.3	Purchase Upon Event of Default		30
	SECTION 15.4	INTENTIONALLY OMITTED		30
	SECTION 15.5	Purchase Procedure		30
	SECTION 15.6	Effect of Conveyance to the Lessee		31
ARTICLE XVI    LESSEE’S PERSONAL PROPERTY				31
ARTICLE XVII    RIGHT TO PERFORM FOR LESSEE				32
ARTICLE XVIII    MISCELLANEOUS				32
	SECTION 18.1	Binding Effect; Successors and Assigns; Survival		32
	SECTION 18.2	Notices		32
	SECTION 18.3	Severability		32
	SECTION 18.4	Amendment; Complete Agreements		32
	SECTION 18.5	Construction		33
	SECTION 18.6	Headings		33
	SECTION 18.7	Counterparts		33
	SECTION 18.8	Governing Law		33
	SECTION 18.9	Liability of the Lessor Limited		33
	SECTION 18.10	Estoppel Certificates		34
	SECTION 18.11	No Joint Venture		34
	SECTION 18.12	No Accord and Satisfaction		34
	SECTION 18.13	No Merger		34
	SECTION 18.14	Survival		34
	SECTION 18.15	Chattel Paper		35
	SECTION 18.16	Time of Essence		35
	SECTION 18.17	Recordation of Lease Supplement		35
	SECTION 18.18	Security Funds		35
	SECTION 18.19	No Illegal Interest to be Charged		35
	SECTION 18.20	Submission to Jurisdiction; Waivers		36

iii

LEASE AGREEMENT

     THIS LEASE AGREEMENT (as hereafter amended and supplemented, the “Lease”), dated as of February 15, 2007, is made by and between CULPEPER LESSOR 2007-1 LLC, a Delaware limited liability company, as the Lessor, and NAP OF THE CAPITAL REGION, LLC, a Florida limited liability company, as the Lessee.

Preliminary Statement

     In accordance with the terms and provisions of the Participation Agreement, this Lease and the other Operative Documents, (i) the Lessor has agreed to acquire the Leased Property described in Appendix II hereto, (ii) the Lessor has agreed to lease the Leased Property to the Lessee, and (iii) the Lessee has agreed to rent the Leased Property from the Lessor.

     NOW, THEREFORE, in consideration of the mutual agreements contained in this Lease and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS; INTERPRETATION

     Unless the context shall otherwise require, capitalized terms used and not defined herein shall have the meanings assigned thereto in Appendix I hereto for all purposes hereof and the rules of interpretation set forth in Appendix I hereto shall apply to this Lease.

ARTICLE II
LEASE OF LEASED PROPERTY

          SECTION 2.1 Lease of Leased Property. The Lessor hereby demises and leases all of the Lessor’s interest in the Leased Property to the Lessee, and the Lessee hereby rents and leases all of the Lessor’s interest in the Leased Property from the Lessor, for and during the entire Lease Term.

          SECTION 2.2 Lease Term. The term of this Lease (the “Term”) shall commence on the Closing Date and, unless earlier terminated, shall end on the Lease Termination Date.

ARTICLE III
[INTENTIONALLY OMITTED]

ARTICLE IV
RENT

          SECTION 4.1 Rent.

          (a) Basic Rent. During the Lease Term, the Lessee shall pay to the Lessor Basic Rent in advance on each Rent Payment Date.

          (b) Lease Termination Date. On the Lease Termination Date, the Lessee shall pay to the Lessor an amount equal to the Lease Balance, including all amounts payable as Supplemental Rent in connection with the provisions of Article XI, Article XIV, and Sections 15.1, 15.2, 15.3, or 15.5 of this Lease and all other amounts provided in the Operative Documents.

          SECTION 4.2 Supplemental Rent. The Lessee shall pay to the Lessor, or to whomever shall be entitled thereto as expressly provided herein or in any other Operative Document, any and all amounts constituting Supplemental Rent promptly as the same shall become due and payable, provided that if no such date is specified, such item of Supplemental Rent shall be due and payable promptly upon the Lessee’s receipt of a request for such payment from the Lessor or the party to whom such payment is due. In the event of any failure on the part of the Lessee to pay any Supplemental Rent, which failure constitutes an Event of Default, the Lessor shall have all rights, powers and remedies provided for herein or by law or in equity or otherwise in the case of nonpayment of Basic Rent. All Supplemental Rent to be paid pursuant to this Section 4.2 shall be payable in the type of funds and in the manner set forth in Section 4.3(a) of this Lease.

          SECTION 4.3 Method of Payment.

          (a) Cash Payment. All Basic Rent and Supplemental Rent shall be paid by the Lessee to the Lessor (or, in the case of Supplemental Rent, to such Person as may be entitled thereto) at such place and in such manner as the Lessor (or such other Person) shall specify in writing to the Lessee. Each payment of Rent (including payments under Article XV hereof) shall be made by the Lessee prior to 10:00 a.m., New York, New York time (and payments made after such time shall be deemed to have been made on the next day) at the place of payment in funds consisting of lawful currency of the United States of America which shall be immediately available on the scheduled date when such payment shall be due, unless with respect to Supplemental Rent such scheduled date shall not be a Business Day, in which case such payment shall be made on the next succeeding Business Day.

          (b) PIK Rent Payment. Notwithstanding the foregoing and in lieu of paying any installment of Basic Rent in the manner provided in Section 4.3(a) above, during the Lease Term, the Lessee hereby elects to increase the Lease Balance by the amount of such installment of Basic Rent that would have otherwise been due and payable on the applicable Rent Payment Date (a “PIK Rent Payment”), and the Lease Balance shall be automatically deemed to have been increased by the amount of the installment of Basic Rent that would have otherwise been payable by the Lessee on the applicable Rent Payment Date for all purposes, including, without limitation, for purposes of determining the amount of future installments of Basic Rent. At the request of the Lessor, the Lessee shall enter into any documents necessary to reflect an increase in the Lease Balance as a result of the Lessee’s election to make a PIK Rent Payment. Alternatively, Lessee may elect to pay any installment of Basic Rent in cash in lieu of a PIK Rent Payment by notifying the Lessor of such election in writing at least five (5) Business Days prior to the applicable Rent Payment Date.

2

          SECTION 4.4 Late Payment. If any Rent shall not be paid when due, the Lessee shall pay to the Lessor (or, in the case of Supplemental Rent, to such Person as may be entitled thereto), as Supplemental Rent, a late charge equal to five percent (5%) of the overdue amount, together with interest at the Overdue Rate (to the maximum extent permitted by law) on such overdue amount from and including the due date thereof (without regard to any applicable grace period) to but excluding the Business Day of payment thereof.

          SECTION 4.5 Net Lease; No Setoff, Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease, the Lessee shall pay all Basic Rent and Supplemental Rent and all other amounts due and payable under the Operative Documents, and all costs, charges, taxes, assessments and other expenses (foreseen or unforeseen) for which the Lessee or any Indemnitee is or shall become liable by reason of the Lessee’s or such Indemnitee’s estate, right, title or interest in the Leased Property, or that are connected with or arise out of the acquisition, installation, possession, use, occupancy, leasing, subleasing, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Property or any portion thereof, all of which shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional; provided, however, that the Lessor shall be solely responsible for income and franchise taxes as and to the extent provided in Section 7.4 of the Participation Agreement. The obligations and liabilities of the Lessee hereunder shall be absolute, unconditional and irrevocable and shall in no way be released, discharged or otherwise affected for any reason, including without limitation (i) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Law, including any inability to occupy or use the Leased Property by reason of such non-compliance, (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, (iii) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction, (iv) any defect in title to or rights to the Leased Property or any Lien on such title or rights or on the Leased Property, (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor, the Lessee or any other Person, (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor, or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor, or any other Person, or by any court, in any such proceeding, (vii) any failure on the part of the Lessor or any other Person to perform or comply with any of the terms of this Lease or any other Operative Document, (viii) any invalidity or unforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof by or against the Lessee, (ix) any action by any court, administrative agency or other Governmental Authority, (x) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, (xi) the impossibility of performance by the Lessee, the Lessor or both, (xii) any claim that the Lessee has or might have against any Person, including without limitation, the Lessor, (xiii) the failure of the Lessee to achieve any accounting or tax benefits or the charterization of the Transaction intended by Article XII of this Lease and Section 2.3 of the Participation Agreement, or (xiv) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, that could constitute a release or discharge, or otherwise affect, any

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obligation or liability of the Lessee, whether or not the Lessee shall have notice or knowledge of any of the foregoing; provided that the waivers and acknowledgements in this Section 4.5 shall not be deemed to be or construed as a waiver of the Purchase Option or any of the Lessee’s rights set forth in Article XV or the Lessor’s obligations contained in Article V. Except as specifically set forth in Articles XI or XV of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever, and the Lessee, to the extent permitted by Applicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise, except as expressly provided in Article XI or Article XV of this Lease, the Lessee shall, unless prohibited by Applicable Law, nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment (including the Lease Balance or any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. Each payment of Rent and any payment of the Lease Balance made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor, or any party to any agreements related thereto for any reason whatsoever. The Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever other than by reason of the Lessor’s willful misconduct or gross negligence or negligence in the handling of funds or breach of its obligations contained in Article V or Article XV; provided, however, any liability of the Lessor with respect to any such willful misconduct or gross negligence or negligence in the handling of funds or breach of its obligations contained in Article V or Article XV shall not limit or affect the Lessee’s absolute obligations as set forth in this Section 4.5.

          SECTION 4.6 The Lessee to Cooperate with the Lessor. The Lessee hereby agrees to use its best efforts to supply the Lessor with all such information necessary in order for the Lessor to maintain its books and accounts and prepare all required federal, state and local tax returns.

ARTICLE V
CONDITION OF LEASED PROPERTY; LESSEE’S ACKNOWLEDGEMENT

     THE LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY “AS IS, WHERE IS” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR AND SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) ALL APPLICABLE LAWS AND VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE CLOSING DATE. THE LESSOR HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) AND SHALL NOT BE DEEMED TO HAVE ANY

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LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, COMPLIANCE WITH LAW, ENVIRONMENTAL CONDITION, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER (EXPRESS OR IMPLIED) WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. ALL RISKS INCIDENTAL TO THE LEASED PROPERTY SHALL BE BORNE BY THE LESSEE, AND THE LESSOR SHALL HAVE NO RESPONSIBILITY WITH RESPECT THERETO. THE LESSOR HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) AND SHALL NOT BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE, MERCHANTABILITY, TITLE, HABITABILITY, CONDITION, DESIGN, COMPLIANCE WITH LAW, ENVIRONMENTAL CONDITION, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER (EXPRESS OR IMPLIED) WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF), ALL SUCH WARRANTIES BEING HEREBY DISCLAIMED, AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN OR THE FAILURE OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAW except that the Lessor hereby represents, warrants and covenants and agrees that that the Leased Property shall at all times remain free of Lessor Liens. As between the Lessor and the Lessee, the Lessee shall be and acknowledges that it has been afforded full opportunity to inspect the Leased Property prior to the Closing Date, and shall enter into this Lease solely on the basis of the results of its own inspections and all risks incident to the matters discussed in the two preceding sentences, as between the Lessor, on the one hand, and the Lessee, on the other, are to be borne by the Lessee. The provisions of this Article V have been negotiated and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by the Lessor, express or implied, with respect to the Leased Property that may arise pursuant to any law now or hereafter in effect or otherwise.

ARTICLE VI
LIENS; EASEMENTS; PARTIAL CONVEYANCES

          SECTION 6.1 No Liens. Commencing on the Closing Date and thereafter, the Lessee shall not directly or indirectly create, incur or assume, any Lien on or with respect to the Leased Property, the title thereto, or any interest therein, including any Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of the Leased Property or by reason of labor or materials furnished or claimed to have been furnished to the Lessee, or any of its contractors or agents or by reason of the financing of any personalty or equipment purchased or leased by the Lessee or Alterations constructed by the Lessee, except in all cases Permitted Liens. The Lessee, at its own expense, will promptly pay, satisfy and otherwise take such actions as may be necessary to keep the Leased Property free and clear of,

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and duly to discharge, eliminate or bond in a manner reasonably satisfactory to the Lessor, any such Lien (other than Permitted Liens) if the same shall arise at any time.

          SECTION 6.2 Easements and Related Conveyances. Notwithstanding the provisions of Section 6.1, at the written request of the Lessee, and provided that no Default or Event of Default shall at the time have occurred and remain outstanding, the Lessor shall, from time to time during the Lease Term and upon reasonable advance written notice from the Lessee and receipt of the materials specified in the next succeeding sentence (and subject to the conditions set forth in the next succeeding sentence), within fifteen (15) business days of receipt of a request, consent to and join in any (i) grant of easements, licenses, rights of way and other rights in the nature of easements, including, without limitation, utility easements to facilitate the Lessee’s use, development and construction of the Leased Property, (ii) release or termination of easements, licenses, rights of way or other rights in the nature of easements which are for the benefit of the Leased Property or any portion thereof, (iii) dedication or transfer of portions of the Land, not improved with a building, for road, highway or other public purposes, and (iv) execution of agreements for ingress and egress and amendments to any covenants and restrictions affecting the Leased Property or any portion thereof. The obligations of the Lessor pursuant to the preceding sentence shall be subject to the requirements that:

          (a) any such action shall be at the sole cost and expense of the Lessee and the Lessee shall pay all reasonable and documented out-of-pocket costs of the Lessor in connection therewith (including, without limitation, the reasonable and documented fees of attorneys, engineers and other professionals reasonably retained by such Persons in connection with any such action);

          (b) the Lessee shall have delivered to the Lessor a certificate of a Responsible Officer of the Lessee stating that (1) such action will not cause the Leased Property or any portion thereof to fail to comply with the provisions of this Lease or any other Operative Documents or with Applicable Law, (2) such action will not impair the Fair Market Sales Value of the Leased Property in any material respect, and (3) such action shall not affect any obligation of the Lessee hereunder and that this Lease and other Operative Documents to which the Lessee is a party are in full force and effect as against the Lessee;

          (c) all consideration received, if any, in connection with such action (net of all reasonable out-of-pocket expenses incurred by the Lessee and the Lessor in connection therewith) shall be paid to and retained by the Lessee, except that during the existence of any Default or Event of Default such consideration shall be paid to the Lessor;

          (d) the documentation in connection with any release or conveyance shall be in a form reasonably acceptable to the Lessor; and

          (e) in the case of any release or conveyance, if the Lessor so requests and to the extent available in the State, the Lessee will cause to be issued and delivered to the Lessor by the Title Insurance Company an endorsement to the Title Policy pursuant to which the Title Insurance Company agrees that its liability for the payment of any loss or damage under the terms and provisions of the Title Policy will not be affected by reason of the fact that a portion of the real property referred to in Schedule A of the Title Policy has been released or conveyed by the Lessor.

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ARTICLE VII
MAINTENANCE AND REPAIR; EXISTING IMPROVEMENTS;
ALTERATIONS,

          SECTION 7.1 Maintenance and Repair; Compliance With Law. The Lessee, at its own expense, shall at all times during the Lease Term (i) maintain the Leased Property in good repair and condition (subject to ordinary wear and tear) and in accordance with prudent industry standards and all Insurance Requirements, (ii) make all repairs in accordance with, and maintain (whether or not such repairs or maintenance requires structural modifications or Alterations) and operate and otherwise keep the Leased Property in compliance with, Applicable Law (including, without limitation, Environmental Laws) and (iii) make all structural and nonstructural and ordinary and extraordinary (whether foreseen or unforeseen) repairs, replacements and renewals of the Leased Property or any part thereof which may be required to keep the Leased Property in the condition required by the preceding clauses (i) and (ii), including without limitation, (x) repairs, replacements and renewals that would constitute capital expenditures under GAAP if incurred by an owner of property, and (y) procuring, maintaining and complying with all licenses, permits, orders, approvals, consents and other authorizations required for the use, occupancy, maintenance and operation of the Leased Property. The Lessee waives any right that it may now have or hereafter acquire to (a) require the Lessor to maintain, repair, replace, alter, remove or rebuild all or any part of the Leased Property or (b) make repairs at the expense of the Lessor pursuant to any Applicable Law or other agreements or otherwise. The Lessor shall not be liable to the Lessee or to any contractors, subcontractors, laborers, materialmen, suppliers or vendors for services performed or material provided on or in connection with the Leased Property or any part thereof. The Lessor shall not be required to maintain, alter, repair, rebuild or replace the Leased Property in any way.

          SECTION 7.2 Existing Improvements. Following the Commencement Date, the Lessor acknowledges and agrees that the Lessee intends, at its sole cost and expense, to demolish all existing improvements located on the Land. In connection therewith, the Lessee covenants and agrees to complete all demolition work in compliance with all Applicable Law (including, without limitation, Environmental Laws) and to manage, transport and dispose of any and all debris resulting from such demolition work in compliance with all Applicable Law (including, without limitation, Environmental Laws), which disposition shall be off site if required by Environmental Laws and other Applicable Law. In addition, the Lessee further covenants and agrees not to cause any Release on or about the Leased Property during the course of such demolition work or during the management, transportation or disposal of the debris resulting from such demolition work.

          SECTION 7.3 Alterations. Following the demolition of the existing improvements on the Land in accordance with Section 7.2 above, during the Lease Term, the Lessee shall have the right, at any time and from time to time, without any notice to or consent of the Lessor, at the Lessee’s sole cost and expense, to make such Alterations, structural or otherwise, to the Leased Property as the Lessee shall deem necessary or desirable, subject to the following conditions:

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          (a) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all required municipal and other governmental permits and authorizations of the various municipal departments and governmental subdivisions having jurisdiction, and the Lessor, at the Lessee’s expense, shall join in the application for such permits or authorizations whenever such action is necessary;

          (b) Any structural Alterations which are alterations to then-existing structures on the Leased Property shall not be undertaken until the Lessee has delivered to the Lessor (i) a certificate from a structural engineer stating that such Alterations shall not adversely affect the structural integrity of the Leased Property and (ii) a certificate from a Responsible Officer of the Lessee stating that such Alterations shall not impair the revenue production potential (in the Lessee’s business) of the Leased Property in any material respect;

          (c) All Alterations shall be located solely on the Leased Property and shall be of such a character that, when completed, the Fair Market Sales Value of the Leased Property shall be not less than the Fair Market Sales Value of the Leased Property immediately before any such Alterations;

          (d) All work done in connection with any Alterations shall be done in a good and workmanlike manner and in compliance with applicable building and zoning laws and with all other Applicable Law, and with all Insurance Requirements; the cost of any such Alterations shall be paid by the Lessee, so that the Leased Property shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied (other than inchoate liens or liens promptly paid or bonded off in accordance with Applicable Law and with the Lessor’s prior written consent); and the work of any Alterations shall be prosecuted with reasonable dispatch, unavoidable delays excepted;

          (e) Worker’s compensation insurance with the minimum coverage limits required by Applicable Law covering all persons employed in connection therewith and with respect to whom death or bodily injury claims could be asserted against the Lessor or the Lessee or the Leased Property and general liability and property damage insurance in accordance with the requirements of Article IX for the mutual benefit of the Lessor and the Lessee shall be maintained by the Lessee at all times when any work is in process in connection with any Alterations; and

          (f) The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Leased Property.

          SECTION 7.4 Title to Alterations. Title to all Alterations shall without further act vest in the Lessor and shall be deemed to constitute a part of the Leased Property and be subject to this Lease.

ARTICLE VIII
USE AND POSSESSION; CERTAIN CHARGES

          SECTION 8.1 Possession and Use of the Leased Property. The Lessee intends to construct Alterations on and to initially use and operate the Leased Property as a data

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center and collocation facility for Internet services and connections. Thereafter, during the Lease Term, the Lessee may use the Leased Property for any other uses and purposes permitted under applicable zoning and land use laws, provided such change in use does not have a material adverse impact on the Fair Market Sales Value of the Leased Property. The Lessee shall pay, or cause to be paid, all charges and costs required or incurred in connection with the use of the Leased Property as contemplated by this Lease. The Lessee shall not commit or permit any waste of the Leased Property or any part thereof.

          SECTION 8.2 Compliance with Requirements of Law and Insurance Requirements and Easements. Subject to the terms hereof relating to permitted contests described in Section 8.6, below, the Lessee, at its sole cost and expense, shall (a) comply in all respects with all Requirements of Law (including all Environmental Laws) and Insurance Requirements and Permitted Liens relating to the Leased Property, including the use, construction, operation, maintenance, repair and restoration thereof, whether or not compliance therewith shall require structural or extraordinary changes in the Leased Property or interfere with the use and enjoyment of the Leased Property, and (b) procure, maintain and comply with all licenses, permits, orders, approvals, consents and other authorizations required for the construction, use, maintenance and operation of the Leased Property and for the occupancy, use, operation, maintenance, repair and restoration of the Leased Property.

          SECTION 8.3 Utility Charges. During the Lease Term, the Lessee shall pay or cause to be paid all charges for electricity, power, gas, oil, water, telephone, sanitary sewer service and all other rents and utilities used in or on the Leased Property. The Lessee shall be entitled to receive any credit or refund with respect to any utility charge paid by the Lessee and the amount of any credit or refund received by the Lessor on account of any utility charges paid by the Lessee, net of the costs and expenses reasonably incurred by the Lessor in obtaining such credit or refund, shall be promptly paid over to the Lessee.

          SECTION 8.4 Taxes. During the Lease Term, the Lessee shall pay when due and assume liability for all Taxes affecting or that may at any time become a Lien upon the Leased Property, and does hereby agree to indemnify, protect and defend the Leased Property and all Tax Indemnitees, and hold them harmless against, all Taxes in accordance with the provisions of Section 7.4 of the Participation Agreement.

          SECTION 8.5 Environmental Matters.

          (a) Promptly, but in any event within fifteen (15) days, after the Lessee’s obtaining knowledge of the existence of an Environmental Violation, the Lessee shall notify the Lessor in writing of such Environmental Violation, and the Lessee shall within an additional sixty (60) days deliver an Environmental Site Assessment in form and content acceptable to the Lessor evaluating the Environmental Violation and accompanied by a plan of remediation in reasonable detail that shall include, among other things, an estimate of the cost of implementing and completing the plan of remediation and an estimated time of completion for the remediation. If the Lessor (or any environmental engineer or consultant retained by the Lessor) shall require any supplements or revisions to the Environmental Site Assessment or to the proposed plan of remediation, the Lessee shall cause the same to be promptly supplemented and revised accordingly. If the Lessor shall not elect to terminate this Lease as provided in Section 8.5(b)

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below, at the Lessee’s sole cost and expense, the Lessee shall promptly and diligently commence any response, clean up, remedial or other action necessary to remove, clean up or remediate the Environmental Violation in accordance with the Environmental Site Assessment and the proposed plan of remediation, and in conformity with the terms of Section 8.2 hereof and Section 5.4(e) of the Participation Agreement, and shall cause any Lien resulting from the Environmental Violation to be released and discharged. If the Lessor does not deliver a Termination Notice, as provided in Section 8.5(b) below, the Lessee shall, upon completion of the remedial action, cause to be prepared a supplemental Environmental Site Assessment reflecting the completion of the remediation plan and describing the remedial actions taken by the Lessee (or its agents) pursuant thereto, and a statement by the consultant that the Environmental Violation has been remedied in compliance in all respects with the plan of remediation and applicable Environmental Laws.

          (b) If an Environmental Violation occurs or is discovered the cost of remediation of which would exceed Two Hundred Fifty Thousand Dollars ($250,000) and the Lessee does not, within such reasonable period of time as maybe prescribed by the Lessor, undertake such actions as the Lessor may reasonably require to assure that such Environmental Violation will be remediated in accordance with Applicable Law, the Lessor and the Lessee each may terminate this Lease by giving written notice to the other party that this Lease is to be terminated as a consequence of the occurrence of such Environmental Violation (a “Termination Notice”), and, upon the giving of such Termination Notice, the Lessee shall be obligated, and hereby agrees, to purchase the Lessor’s interest in the Leased Property on or prior to the date occurring sixty (60) days after the date of the Termination Notice by paying to the Lessor an amount equal to the Lease Balance on such termination date. On the day of the payment by the Lessee of the Lease Balance in accordance with the Termination Notice (such day, the “Termination Date”), this Lease shall terminate with respect to the Leased Property; provided, however, that such termination shall not release the Lessee from or effect a waiver of any of the Lessee’s remaining obligations under the Operative Documents (except to the extent of such payment of the Lease Balance), including, without limitation, Lessee’s indemnification obligations under Section 7 of the Participation Agreement. Upon the Lessor’s receipt of such amount, the Lessor shall cause its entire interest in the Leased Property to be conveyed to the Lessee in accordance with and subject to the Purchase Procedure as set forth in Section 15.5 below; provided, however, that (i) such conveyance shall be subject to Permitted Liens, but free and clear of Lessor Liens, (ii) the Lessor shall have no obligation to remove title defects other than the Lessor’s obligation to remove Lessor Liens and (iii) the Lessee’s failure to obtain a title insurance policy shall not affect the Lessee’s obligation to so purchase the Lessor’s interest in the Leased Property. Upon completion of such purchase and payment in full of the Lease Balance, but not prior thereto, the Leased Property shall be deemed released from this Lease, and all obligations of the Lessee and the Lessor with respect to the Leased Property shall terminate, except with respect to obligations, indemnities and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated in the Operative Documents to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property pursuant to this Section, and the payment in full of the Lease Balance, any proceeds derived from insurance maintained by the Lessee pursuant to this Lease for the Leased Property in the hands of or under the control of the Lessor shall be paid over to, or retained by, the Lessee or as it may direct, and, to the extent permitted by Applicable Law and applicable contractual agreements and/or policies, the Lessor shall assign to the Lessee without warranty, all of the Lessor’s rights to and interest in any claims relating to the Leased Property under such insurance and to any subrogation claims resulting from such Environmental Violation.

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          (c) Promptly, but in any event within fifteen (15) days from the Lessee’s obtaining knowledge thereof, the Lessee shall provide to the Lessor written notice of any pending or, to the Lessee’s knowledge, threatened claim, action or proceeding involving any Environmental Law or any Release on or about the Leased Property (an “Environmental Claim”). All such notices shall describe in reasonable detail the nature of the claim, action or proceeding and the Lessee’s proposed response thereto. In addition, the Lessee shall provide to the Lessor, within fifteen (15) days of receipt, copies of all written communications with any Governmental Authority relating to any Environmental Claim. The Lessee shall also promptly provide such detailed reports of any Environmental Claims as may reasonably be requested by the Lessor.

          SECTION 8.6 Permitted Contests. If no Default or Event of Default has occurred and remains outstanding, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law relating to the Leased Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law but only if and so long as any such test, challenge, appeal, proceeding, nonconforming use, variance, permit, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of the Lessor, involve (A) any risk of criminal liability being imposed on the Lessor or the Leased Property, or (B) any risk of (1) foreclosure, forfeiture or loss of the Leased Property, or any part thereof, or (2) the nonpayment of Basic Rent or (C) any risk of (1) the sale of, or the creation of any Lien (other than a Permitted Lien) on, any part of the Leased Property, (2) civil liability being imposed on the Lessor or the Leased Property, or (3) interference with, the use, possession or disposition of the Leased Property in any respect. The Lessor will not be required to join in any proceedings pursuant to this Section 8.6 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of the Lessor; and in that event the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) no Default or Event of Default has occurred and is continuing and (ii) the Lessee pays all related expenses and indemnifies the Lessor. The right of the Lessee to contest any Applicable Law as provided in this Section 8.6 shall not limit the Lessee’s indemnification obligations set forth in Article VII of the Participation Agreement and elsewhere in the Operative Documents. To the extent of any conflicts between this Section 8.6 and Article VII of the Participation Agreement, the Participation Agreement shall control.

ARTICLE IX
INSURANCE

          SECTION 9.1 Insurance Coverages. At all times (except as otherwise indicated) during which there exist any Alterations on the Leased Property, the Lessee, at its sole cost and expense, shall cause the Leased Property and such Alterations to be insured for the benefit of the Lessor and the Lessee against the following:

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          (a) loss or damage by fire, vandalism and malicious mischief and such other risks as may be included in the so-called “Special Form” form of insurance providing coverage against all risks of physical loss, in an amount not less than the then Full Replacement Cost of all such Alterations on the Leased Property; and

          (b) flood hazard coverage, if available under any applicable federal flood insurance program, in an amount reasonably satisfactory to the Lessor (but only if the Leased Property is located in a special flood hazard area).

     At any time during which the Lessee is making any Alterations, as to such Alterations under construction, the Lessee shall carry or cause to be carried builder’s risk coverage under a so-called “Special Form” non-reporting completed value form of policy. The term “Full Replacement Cost” shall mean the actual replacement cost of the Alterations (excluding foundation and excavation costs) without physical depreciation, including, without limitation, any costs that may be required to cause the Alterations to be reconstructed in accordance with then-current Applicable Law.

          SECTION 9.2 Liability Insurance. The Lessee shall also maintain insurance for the mutual benefit of the Lessor, each other Indemnitee, and the Lessee against claims for death, personal injury, bodily injury and property damage with respect to the Leased Property, under a policy of general public liability insurance, on an occurrence basis, with such limits as may reasonably be required by the Lessor from time to time, but not less than $2,000,000 combined single limit, per occurrence (unless otherwise agreed to in writing by the Lessor), with excess umbrella liability coverage of not less than $10,000,000.

          SECTION 9.3 Policies. All insurance provided for under this Lease shall be effected under valid enforceable policies issued by insurers of recognized responsibility, qualified to do business in the State in which the Leased Property is located, having a Best Insurance Guide Rating of A/VIII or better (or an equivalent rating from another publication of a similar nature as shall be in current use and approved by the Lessor), or otherwise reasonably acceptable to the Lessor. Upon the execution of this Lease, the Lessee shall deliver to the Lessor original certificates of such insurance and copies of such policies in form reasonably satisfactory to the Lessor. At least thirty (30) days prior to the expiration date of any policy, a certificate of the renewal policy for such insurance shall be delivered by the Lessee to the Lessor, and certificates thereof in form reasonably satisfactory to the Lessor shall be delivered as aforesaid, together with satisfactory evidence of payment of the premium thereon. All policies referred to in Section 9.1 shall contain agreements by the insurers that (i) any loss shall be payable to the Lessor, notwithstanding any act or negligence of the Lessee or any Person having an interest in the Leased Property which might otherwise result in forfeiture of said insurance, provided that all such policies of insurance (including, without limitation, builder’s risk insurance) shall name the Lessor, its successors and assigns, as mortgagee and sole loss payee, (ii) such policies shall not be cancelable except upon thirty (30) days’ prior written notice to each named insured and loss payee, (iii) the coverage afforded thereby shall not be affected by the performance of any work in or about the Leased Property, (iv) all rights of subrogation, offset, counterclaim or other deduction are waived against the Lessor, the Lessee and their respective officers, employees, directors, incorporators, shareholders and agents, and (v) the coverage afforded by such policies is primary without any right of contribution. Notwithstanding the foregoing, in lieu of delivering

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copies of policies pursuant to this Article IX on the Closing Date, the Lessee may provide certificates of such insurance on form ACCORD 28 (or the equivalent), executed by each insurance company or its authorized agent, provided that all certificates and evidence of insurance shall contain information reasonably satisfactory to the Lessor (including, without limitation, attachment and/or itemization of all applicable coverages and endorsements). All policies shall be written to avoid application of co-insurance.

          SECTION 9.4 Insured and Loss Payee Provisions. All policies of insurance required herein shall name the Lessor, its successors and/or assigns, as an additional insured as its interests may appear. All policies referred to in Section 9.1 (including, without limitation, builder’s risk insurance), shall name the Lessor, its successors and/or assigns, as mortgagee and sole loss payee. The loss, if any, under the policies referred to in Section 9.1 shall be adjusted with the insurance companies with joint participation by the Lessee and the Lessor. To the extent there is a Fee Mortgagee or an Approved Leasehold Mortgagee at the time of such loss, such Fee Mortgagee and/or such Approved Leasehold Mortgagee shall also be entitled to participate with the Lessee and the Lessor in adjustment of such loss. The loss, if any, under all policies referred to in Section 9.1 shall be payable to the Lessor. All such policies shall expressly provide that loss thereunder shall be adjusted and paid as provided in this Section. Any loss paid to the Lessee under any insurance policy referred to in Section 9.1 shall be held by the Lessee in trust for application to the cost of restoring, repairing, replacing or rebuilding the Leased Property. Prior to the occurrence of any Default or Event of Default, any loss paid to the Lessor shall be applied by it and disbursed by it in accordance with the provisions of Section 11.6 of this Lease.

          SECTION 9.5 Other Insurance. With the prior written consent of the Lessor, the Lessee may take out insurance of the kind and in the amounts provided for under Section 9.1 and 9.2 under a blanket insurance policy or policies which can cover other properties owned or operated by the Lessee as well as the Leased Property; provided, however, that any such policy of insurance shall (a) specify therein, or the Lessee shall furnish the Lessor with a written statement from the insurers under such policies specifying, the amount of the total insurance allocated to the Leased Property, which amount shall be not less than the amount required by this Article IX to be carried, and (b) not contain any clause which would result in the insured thereunder being required to carry insurance with respect to the property covered thereby in an amount equal to a minimum specific percentage of the value of such property in order to prevent the insured therein named from becoming a co-insurer of any loss with the insurer under such policy. The Lessee shall furnish to the Lessor, within thirty (30) days after the filing thereof with any insurance rate-making body, copies of the schedule or make-up of all property covered by every such policy of blanket insurance.

          SECTION 9.6 Deductibles. Any insurance provided for under this Lease may provide for commercially reasonable deductibles.

          SECTION 9.7 Failure to Maintain Insurance. If the Lessee shall fail to maintain any insurance required to be maintained herein or in any other Operative Document, then without limiting the application of the provisions of Article XIII(d) hereof, the Lessor may, but shall not be required to, obtain such insurance on behalf of the Lessee. In the event the Lessor shall obtain such insurance, (a) the Lessee shall pay the costs of obtaining such insurance

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as Supplemental Rent upon demand therefore, plus interest thereon at the Overdue Rate from that due date until paid by the Lessee, and (b) the Lessee may provide other insurance conforming to the requirements of this Lease, in which instance any insurance obtained by the Lessor shall be cancelled at its request. The rights of the Lessor under this Section 9.7 shall be in addition to, and not in place of, any other rights such parties may have under this Lease and the other Operative Documents.

ARTICLE X
ASSIGNMENT AND SUBLEASING; OTHER TRANSFERS

          SECTION 10.1 Assignment. Except as provided in Section 10.4, during the Lease Term, the Lessee may not assign, transfer or encumber, in whole or in part, any of its right, title or interest in, to or under this Lease without the Lessor’s prior consent, which consent may be given or withheld in the Lessor’s sole and absolute discretion. Any attempted assignment, transfer or encumbrance made without the Lessor’s prior consent shall be null and void.

          SECTION 10.2 Sublease. During the Lease Term, the Lessee may not sublease, all or any portion of the Leased Property to any Person, without the Lessor’s prior consent, which consent may be given or withheld in the Lessor’s sole and absolute discretion. Notwithstanding the foregoing, the Lessee may, without the prior consent of the Lessor, (i) as necessary or appropriate for the operation of the Lessee’s business, sublease the Leased Property to a direct or indirect wholly-owned subsidiary of the Lessee or the Guarantor, (ii) sublease the Leased Property to any Person in connection with any merger, acquisition or consolidation of the Lessee and/or the Guarantor or the acquisition of all or substantially all of the assets of the Lessee and/or the Guarantor, and (iii) sublease (or grant a license to use) all or any portion of the Leased Property to any Person on arm’s length terms in the ordinary course of the Lessee’s business operations. The Lessee shall notify the Lessor promptly, and in any event within ten (10) days, of its entering into any sublease (or license agreement) not requiring the Lessor’s prior consent and which is Material and shall provide the Lessor with a copy of such sublease (or license agreement). The Lessor covenants and agrees not to interfere with or disturb a subtenant’s possession of the Leased Property or any applicable portion thereof, so long as (a) such subtenant is not then in default under its sublease beyond any applicable notice and cure periods, (b) such subtenant continues to pay the rent provided for in its sublease and to perform all of its other obligations under its sublease as and when the same become due and (c) such subtenant agrees to attorn to and be bound under its sublease to the Lessor or any subsequent purchaser of the Leased Property.

          SECTION 10.3 No Release. No assignment or sublease will discharge or diminish any of the Lessee’s obligations hereunder, and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property.

          SECTION 10.4 Leasehold Financing.

          (a) Notwithstanding anything contained in Section 10.1 above to the contrary, the Lessee may, without the Lessor’s prior written consent, mortgage, pledge or collaterally assign all of the Lessee’s right, title or interest in, to or under this Lease (each, an “Approved

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Leasehold Financing”) to or for the benefit of the holders of the Subordinated Notes and the holders of the Senior Notes (each, an “Approved Leasehold Mortgagee”). The Lessee shall notify the Lessor promptly, and in any event within ten (10) days, of its entering into an Approved Leasehold Financing, and shall provide the Lessor with copies of any and all documents related to each such Approved Leasehold Financing.

          (b) In connection with an Approved Leasehold Financing, the Lessor covenants and agrees with and for the benefit of the Approved Leasehold Mortgagee, subject to the terms of the Approved Leasehold Financing, as follows:

     (i) Upon the occurrence of an Event of Default, the Lessor shall give written notice thereof to the Approved Leasehold Mortgagee, and before the Lessor may exercise any remedies hereunder as a result of such Event of Default, the Lessor shall provide the Approved Leasehold Mortgagee with the right to cure such Event of Default for a period of thirty (30) days after the Approved Leasehold Mortgagee’s receipt of such notice;

     (ii) Following the occurrence of an event of default and foreclosure under the Approved Leasehold Financing, the Approved Leasehold Mortgagee may elect to exercise the Purchase Option in accordance with the terms of Article XV;

     (iii) For so long as such Approved Leasehold Financing remains in effect, the economic terms of this Lease may not be modified or amended without the prior written consent of the Approved Leasehold Mortgagee;

     (iv) This Lease may be assigned by the Lessee to the Approved Leasehold Mortgagee without the Lessor’s prior written consent; provided, however, in the event of such assignment, the Lessor may, at its option, require the Approved Leasehold Mortgagee to exercise the Purchase Option in accordance with the terms of Article XV; and

     (v) If this Lease terminates as a result of the Lessor exercising its remedies hereunder following the occurrence of an Event of Default, upon the request of the Approved Leasehold Mortgagee, the Lessor shall, within thirty (30) days of such termination, enter into a new lease with the Approved Leasehold Mortgagee, upon substantially the same terms and conditions as set forth herein, provided the Approved Leasehold Mortgagee has paid the Lease Balance to the Lessor.

          (c) The Lessee acknowledges and agrees that an Approved Leasehold Financing shall encumber only the Lessee’s right, title and interest in and to the Leased Property created by this Lease and shall not in any way encumber the Lessor’s fee simple title to the Leased Property or affect the Lessor’s right to receive any payments provided for under this Lease.

          SECTION 10.5 Transfer by Lessor. The Lessor shall have the right, without the consent of the Lessee, to sell, transfer, assign, convey or mortgage all or any portion of its right, title and interest in the Leased Property. If no Default or Event of Default shall have occurred and be continuing, any such sale, transfer, assignment, conveyance or mortgage shall be made subject to this Lease, and Lessee’s right of possession and other rights under this Lease,

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including the Lessee’s Purchase Option. At the request of the Lessor, the Lessee shall, at the Lessee’s sole cost and expense, cooperate with the Lessor’s efforts to facilitate any such sale, transfer, assignment, conveyance or mortgage transaction.

ARTICLE XI
LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE

          SECTION 11.1 Event of Loss. Any single event (including a Release) affecting Alterations to the Leased Property (i) which would otherwise constitute a Casualty, (ii) which (A) in the good-faith judgment of the Lessee, renders repair and restoration of the Leased Property impractical or uneconomical, or (B) requires in excess of $500,000 to remedy or repair, and (iii) as to which the Lessee, within sixty (60) days after the occurrence of such event, delivers to the Lessor an Officer’s Certificate notifying the Lessor of such event and of such judgment, shall constitute an “Event of Loss”. Upon the occurrence of any Event of Loss or Casualty, the Lessee shall promptly, and in any event within five (5) Business Days following the occurrence thereof, deliver written notice describing the Event of Loss or Casualty to the Lessor. In the case of any event (other than an Event of Loss) which constitutes a Casualty, the Lessee shall restore and rebuild the Leased Property pursuant to Section 11.3. If an Event of Loss other than an Event of Taking shall occur, the Lessee shall pay to the Lessor on the next Rent Payment Date following delivery of the Officer’s Certificate pursuant to clause (iii) of the preceding sentence an amount equal to the Lease Balance as of such date. Upon the Lessor’s receipt of the Lease Balance on such date, the Lessor shall cause the Lessor’s interest in the Leased Property to be conveyed to the Lessee in accordance with the Purchase Procedure as set forth in Section 15.5 hereof. Upon completion of such purchase, including payment in full of the Lease Balance, but not prior thereto, the Leased Property shall be deemed released from this Lease and all obligations of the Lessee and the Lessor with respect to the Leased Property shall terminate, except with respect to obligations, indemnities and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated in Section 18.14 or elsewhere herein or the other Operative Documents to survive termination of this Lease. Upon the consummation of the purchase of the Leased Property pursuant to this Section 11.1, and the payment of the Lease Balance and all other amounts owed to the Lessor, any proceeds derived from insurance maintained by the Lessee pursuant to this Lease shall be paid over to, or retained by, the Lessee or as it may direct, and the Lessor shall assign to the Lessee, without warranty, all of the Lessor’s rights to and interest in the proceeds of insurance with respect to such Event of Loss required to be maintained by the Lessee pursuant to this Lease.

          SECTION 11.2 Event of Taking. Any event which (a) constitutes a taking of title to all or substantially all of the Leased Property (including, without limitation, any Appurtenances), or (b) (i) would otherwise constitute a Condemnation of the Leased Property, (ii) that (A) either (1) in the good-faith judgment of the Lessee, renders restoration and rebuilding of the Leased Property impossible, impractical or uneconomical, or (2) involves a potential Award in excess of $250,000 and (B) as to which the Lessee, within sixty (60) days after the occurrence of such event, delivers to the Lessor an Officer’s Certificate notifying the Lessor of such event, of such judgment and of the date (or the Lessee’s best estimate thereof) on which the Lessee shall be required to relinquish possession of the Leased Property (or the affected portion thereof), shall constitute an “Event of Taking”. Upon its receipt of any notice

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from any Governmental Authority concerning any Condemnation, the Lessee shall promptly, and in any event within five (5) Business Days following the receipt thereof, deliver a copy of such notice to the Lessor. In the case of any event (other than an Event of Taking) which constitutes a Condemnation, the Lessee shall restore and rebuild the Leased Property pursuant to Section 11.4. If an Event of Taking shall occur, the Lessee shall pay to the Lessor on the Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof), an amount equal to the Lease Balance. Upon the Lessor’s receipt of the Lease Balance on such date, the Lessor shall cause the Lessor’s interest in the Leased Property to be conveyed to the Lessee in accordance with and subject to the Purchase Procedure as set forth in Section 15.5 hereof; provided, however, that (A) such conveyance shall be free and clear of the Lessor Liens and the lien of the Operative Documents, (B) such conveyance shall be subject to all rights of the condemning authority, (C) the Lessor shall have no obligation to remove title defects other than the Lessor Liens and (D) the Lessee’s ability to obtain a title insurance policy shall not affect the Lessee’s obligation to purchase the Lessor’s interest in the Leased Property. Upon completion of such purchase, including payment in full of the Lease Balance, but not prior thereto, the Leased Property shall be deemed released from this Lease and all obligations of the Lessee and the Lessor under this Lease with respect to the Leased Property shall terminate, except with respect to obligations, indemnities and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated in Section 18.14 or elsewhere herein or in the Operative Documents to survive termination of this Lease. Upon the payment of the Lease Balance and the consummation of the purchase of the Leased Property pursuant to this Section 11.2, the net amount of all Awards received by the Lessor, after deducting any portion thereof applied to the payment of the Lease Balance, and any reasonable, documented and unreimbursed costs incurred by the Lessor in collecting such Awards received or payable on account of an Event of Taking during the Lease Term, shall be paid to the Lessee, and all rights of the Lessor in Awards not then received shall be assigned to the Lessee, without warranty, by the Lessor.

          SECTION 11.3 Casualty. Upon any Casualty during the Lease Term with respect to any portion of any Alteration to the Leased Property which is not an Event of Loss, this Lease shall remain in full force and effect, without any abatement or reduction of Rent. If the cost of repair of such Casualty would exceed Two Hundred Fifty Thousand Dollars ($250,000), the Lessee shall give to the Lessor written notice thereof. As soon as practicable after a Casualty, the Lessee, at its sole cost and expense, shall repair and rebuild the affected portions of the Leased Property suffering such Casualty (or cause such affected portions to be repaired and rebuilt) to the condition required to be maintained by Section 7.1 hereof, whether or not insurance proceeds are sufficient; provided, that the value and functional capability of such item as restored is at least equivalent to the value and functional capability of such item as in effect immediately prior to the occurrence of such Casualty (assuming such item was in the condition required by this Lease). Insurance proceeds received with respect to any Casualty shall be held by a creditworthy depository reasonably acceptable to the Lessor and the Lessee (which may be the Fee Mortgagee, if applicable, provided the Fee Mortgagee is an institutional lender) and made available to the Lessee to pay costs actually incurred by the Lessee to restore the Leased Property as required herein and to comply with the provisions of Sections 7.1 and 7.2 hereof.

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          SECTION 11.4 Condemnation. In case of a Condemnation or a requisition for temporary use of all or a portion of the Leased Property, in either case, which is not an Event of Taking, this Lease shall remain in full force and effect, without any abatement or reduction of Rent, and the proceeds received from any Governmental Authority relating to a Condemnation for the affected portion of the Leased Property shall, so long as no Default or Event of Default exists, be paid to the Lessee. Notwithstanding anything herein to the contrary, any portion of such proceeds that is awarded with respect to the time period after the expiration or termination of the Lease Term (unless the Lessee shall have exercised an option to purchase the Leased Property and consummated such purchase) shall be paid to the Lessor; provided, that if the Lessee has purchased the Leased Property and the Lessor has received the full amount of the Lease Balance, such proceeds (or the portion of such proceeds in excess of the portion thereof applied to the Lease Balance) shall be paid over to the Lessee.

          SECTION 11.5 Verification of Restoration and Rebuilding. The Lessee will promptly notify the Lessor of the completion of the restoration or rebuilding of the Leased Property, as applicable, after a Casualty or Condemnation. After completion of such restoration and rebuilding and in order to verify the Lessee’s compliance with the foregoing Sections 11.3 and 11.4, the Lessor and its representatives may, upon reasonable prior notice to the Lessee, during normal business hours, inspect the Leased Property and the completion of the restoration and rebuilding of the Leased Property, as applicable. All reasonable and documented out-of-pocket costs of such inspection incurred by the Lessor will be paid by the Lessee promptly after written request. No such inspection shall unreasonably interfere with the Lessee’s operations or the operations of any other occupant of the Leased Property. None of the inspecting parties shall have any duty to make any such inspection or inquiry and none of the inspecting parties shall incur any liability or obligation by reason of not making any such inspection or inquiry. None of the inspecting parties shall incur any liability or obligation by reason of making any such inspection or inquiry unless and to the extent such inspecting party causes damage to the Leased Property or any property of the Lessee or any other Person during the course of such inspection.

          SECTION 11.6 Application of Payments.

          (a) All proceeds (except for payments under insurance policies not required under Article IX of this Lease) received at any time by the Lessor or the Lessee from any Governmental Authority or other Person with respect to any Condemnation or Casualty to the Leased Property or any part thereof or with respect to an Event of Loss or an Event of Taking, plus the amount of any payment that would have been due from an insurer but for the Lessee’s deductibles (“Loss Proceeds”), shall (except to the extent Section 11.9 applies) be applied as follows:

     (i) In the event the Lessee has purchased the Leased Property pursuant to Section 11.1 or Section 11.2 and the Lessor has received the full amount of the Lease Balance, such Loss Proceeds shall be applied as set forth in Section 11.1 or Section 11.2, as the case may be;

     (ii) In the event of a Casualty with respect to which the Lessee is obligated to repair and rebuild the Leased Property pursuant to Section 11.3, the Loss Proceeds shall

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be deposited with a creditworthy depository reasonably acceptable to the Lessor and the Lessee (which may be the Fee Mortgagee, if applicable, provided the Fee Mortgagee is an institutional lender), and, so long as no Default or Event of Default has occurred or is then continuing, such Loss Proceeds shall be made available to the Lessee as such repair and restoration work progresses to pay the costs associated therewith, upon receipt by the Lessor of certificates, bills, invoices and other evidence of such costs as the Lessor may reasonably require. Any balance remaining after compliance with this Section 11.6(a)(ii) with respect to such Casualty shall be paid to the Lessee or to its Approved Leasehold Mortgagee, provided that after the occurrence and during the continuance of a Default or an Event of Default, such balance shall be paid to the Lessor for application to the Lease Balance and all other amounts owing to the Lessor under the Operative Documents. If a Default or Event of Default has occurred and is continuing, any amounts which otherwise would have been made available to the Lessee hereunder shall be retained by the Lessor and applied to payment of the Lease Balance and all other amounts owing to the Lessor under the Operative Documents;

     (iii) In the event of a Condemnation with respect to which the Lessee is obligated to repair and rebuild the Leased Property pursuant to Section 11.4, the Award shall be deposited with a creditworthy depositary reasonably acceptable to the Lessor and the Lessee (which may be the Fee Mortgagee, if applicable, provided the Fee Mortgagee is an institutional lender), and so long as no Default or Event of Default has occurred and is then continuing, such Award shall be made available to the Lessee as such repair and restoration work progresses to pay the costs associated therewith, upon receipt by the Lessor of certificates, bills, invoices and other evidence of such costs as the Lessor may reasonably require. Any balance remaining after compliance with this Section 11.6(a)(iii) with respect to such Condemnation shall be paid to the Lessee or to its Approved Leasehold Mortgagee, provided that after the occurrence and during the continuance of a Default or an Event of Default, such balance shall be paid to the Lessor for application to the Lease Balance. If a Default or Event of Default has occurred and is continuing, any amounts which otherwise would be payable to the Lessee hereunder shall be retained by the Lessor and applied to the payment of the Lease Balance and all other amounts owing to the Lessor under the Operative Documents; and

     (iv) As provided in Section 11.8 if such Section is applicable.

          (b) During any period of repair or rebuilding pursuant to this Article XI, this Lease will remain in full force and effect and Basic Rent and Supplemental Rent shall continue to accrue and be payable without abatement or reduction. The Lessee shall maintain records setting forth information relating to the receipt and application of payments in accordance with this Section 11.6. Such records shall be kept on file by the Lessee at its offices and shall be made available to the Lessor upon request.

          SECTION 11.7 Prosecution of Awards.

          (a) If any Condemnation shall occur, the Lessee shall give to the Lessor promptly, but in any event within five (5) Business Days after the occurrence of such Condemnation, written notice of such occurrence and the date thereof, generally describing the

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nature and extent of such Condemnation. With respect to any Event of Taking or any Condemnation, the Lessee and the Lessor shall jointly participate in the negotiations with the relevant Governmental Authority as to the total amount of the Awards. To the extent there is a Fee Mortgagee or an Approved Leasehold Mortgagee at the time of such Event of Taking or such Condemnation, such Fee Mortgagee and/or such Approved Leasehold Mortgagee shall also be entitled to participate with the Lessee and the Lessor in such negotiations.

          (b) Notwithstanding the foregoing, the Lessee may prosecute, and the Lessor shall have no interest in, any claim with respect to the Lessee’s Personal Property, and the Lessee’s relocation expenses and any other relocation benefits available to the Lessee under applicable law.

          SECTION 11.8 Application of Certain Payments Not Relating to an Event of Taking. In case of a requisition for temporary use of all or a portion of the Leased Property which is not an Event of Taking, this Lease shall remain in full force and effect, without any abatement or reduction of Basic Rent, and unless a Default or an Event of Default has occurred and is continuing, the Award attributable thereto shall be paid to the Lessee.

          SECTION 11.9 Other Dispositions. Notwithstanding the foregoing provisions of this Article XI, upon the occurrence of any Default or Event of Default, any amount that would otherwise be payable to or for the account of, or that would otherwise be retained by, the Lessee pursuant to this Article XI shall be paid to, and retained by, the Lessor and applied to the payment of the Lease Balance and all other amounts owing to the Lessor under the Operative Documents.

          SECTION 11.10 No Rent Abatement. Rent shall not abate hereunder by reason of any Casualty, any Event of Loss, any Event of Taking or any Condemnation, and the Lessee shall continue to perform and fulfill all of the Lessee’s obligations, covenants and agreements hereunder notwithstanding such Casualty, Event of Loss, Event of Taking or Condemnation until the Lease Termination Date.

ARTICLE XII
NATURE OF TRANSACTION; INTEREST CONVEYED TO LESSEE

          (a) Intent of the Parties. The parties hereto intend that for all purposes, including federal and all state and local income tax purposes, state property tax, transfer tax and commercial law and bankruptcy purposes, (A) this Lease will be treated as a financing arrangement, (B) the Lessor will be deemed to be making a loan to the Lessee in an aggregate amount equal to the Lease Balance, which loan is secured by the Leased Property and (C) the Lessee will be treated as the owner of the Leased Property and will be entitled to all tax benefits ordinarily available to an owner of properties like the Leased Property for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that the Lessor has not made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein.

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     It is the intent of the parties hereto that this Lease grants a security interest and deed of trust lien, as the case may be, on the Leased Property to and for the benefit of the Lessor to secure the Lessee’s performance under and payment of all amounts under this Lease and the other Operative Documents.

          (b) Deed of Trust and Security Agreement. It is the intent of the parties hereto that (i) the obligations of the Lessee under this Lease to pay Basic Rent and Supplemental Rent, and the Lease Balance in connection with any purchase of the Leased Property, or as otherwise required pursuant to this Lease, shall be treated as payments of interest on and principal of, respectively, a loan to the Lessee in the amount of the Lease Balance, and (ii) this Lease shall be deemed to, and does, constitute a deed of trust and security agreement, as more particularly set forth in the Lease Supplement to be recorded in the Real Property Records, pursuant to which, in order to secure payment of the aforesaid loan and all amounts advanced by the Lessor pursuant to the Operative Documents, all other amounts payable hereunder and under the Operative Documents by the Lessee and the performance by the Lessee of all of its covenants and obligations under this Lease and under the Operative Documents, for and in consideration of the sum of One Dollar ($1.00) paid to the Lessee, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessee does hereby grant, bargain, sell, convey, assign, transfer and set over to the trustee named in the Lease Supplement, in trust, with the power of sale, for the benefit of the Lessor, its successors and assigns, all of the Lessee’s present and future estate, right, title and interest in and to the portions of the Leased Property which constitute interests in real property, including all right, title and interest of the Lessee, if any, in and to the fee title to, and reversionary interest in, the Leased Property, and a leasehold mortgage on the Lessee’s leasehold estate under this Lease, and a security interest and lien on the portions of the Leased Property which do not constitute interests in real property, and all proceeds of the conversion, voluntary or involuntary, of any or all of the foregoing into cash, investments, securities or other property, to have and to hold such interests in the Leased Property unto the Lessor, its successors and assigns, forever, it being agreed that the provisions set forth in the Lease Supplement hereby are entirely incorporated by reference with respect to the Leased Property with the same force and effect as if set forth at length herein.

          (c) Nature of Transactions. Specifically, without limiting the generality of subsections (a) and (b) of this Article XII, the Lessor and the Lessee intend and agree that in the context of the exercise of remedies under the Operative Documents, and in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statutes of the United States of America or any State or Commonwealth thereof affecting the Lessee, the Lessor or any other Person, or any enforcement or collection actions, the transactions evidenced by this Lease and the other Operative Documents is a loan in the amount of the Lease Balance made by the Lessor as an unrelated third party lender to the Lessee, secured by the Leased Property (it being understood that the Lessee hereby grants, bargains, sells, conveys, assigns, transfers and sets over to the trustee named in the Lease Supplement, in trust, for the benefit of the Lessor, and grants a security interest in, the Leased Property (consisting of a fee deed of trust with respect to all right, title and interest of the Lessee in and to the fee title to, and reversionary interest in, the Leased Property and consisting of a security agreement with respect to that portion of the Leased Property constituting personal property and a deed of trust with respect to that portion of the Leased Property constituting real property) and a deed of trust on the Lessee’s right, title, interest and leasehold estate under this

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Lease and on the Lessee’s right, title and interest in and to the Leased Property, all to secure such loan and all amounts due under the other Operative Documents, effective on the date hereof, to have and to hold such interests in the Leased Property unto the Lessor and its successors and assigns, forever, and all as more particularly set forth and provided for in the Lease Supplement.

          (d) Security Agreement and Financing Statement. Specifically, but without limiting the generality of subsections (a) and (b) of this Article XII, the Lessor and the Lessee further intend and agree that, with respect to that portion of the Leased Property constituting personal property, for the purpose of securing the Lessee’s obligations for the repayment of the above-described loan and all other obligations of the Lessee under the Operative Documents, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code; (ii) Lessee hereby grants, conveys, assesses and transfers a lien and security interest in and, the conveyance provided for hereby shall be deemed to be a grant by the Lessee to the Lessor of a lien and security interest in all of the Lessee’s present and future right, title and interest in and to such portion of the Leased Property, including but not limited to the Lessee’s leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing, into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure such loan, effective on the date hereof, to have and to hold such interests in the Leased Property unto the Lessor and its successors and assigns forever; (iii) the possession by the Lessor of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgements, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Law. The Lessor and the Lessee shall, to the extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements and deeds of trust, including, without limitation, the Lease Supplement, as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Leased Property in accordance with this Article XII, such security interest would be deemed to be a perfected security interest with priority over all Liens other than Permitted Liens, under Applicable Law and will be maintained as such throughout the Lease Term.

ARTICLE XIII
EVENTS OF DEFAULT

     The following events shall constitute Events of Default (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority):

          (a) The Lessee shall fail to make any payment of Basic Rent when due hereunder;

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          (b) The Lessee shall fail to make any payment of Supplemental Rent when due and such failure shall continue for a period of five (5) Business Days after written notice of non-payment is given to the Lessee;

          (c) The Lessee shall fail to pay the Lease Balance when due under the Lease, including, without limitation, pursuant to Sections 8.5(b), 11.1, 11.2 or Article XV hereof;

          (d) The Lessee shall fail to deliver to the Lessor the insurance certificates required pursuant to Section 9.3 hereof within ten (10) Business Days after the same are due or the insurance required to be maintained pursuant to Article IX hereof shall lapse;

          (e) The Lessee shall fail to perform or observe any of its obligations under Article X hereof (other than the failure to give notices of subleases and licenses entered into in accordance with Section 10.2) or under Sections 5.1 or 5.10 of the Participation Agreement;

          (f) The Lessee shall fail to perform or observe any of its obligations under the Participation Agreement (other than its obligations under Sections 5.1 or 5.10 thereof) or any of the other Operative Documents and such failure shall continue for a period of twenty (20) days or more after written notice is given to the Lessee;

          (g) (A) An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Lessee or the Guarantor or its or their debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Lessee or the Guarantor, or for a substantial part of its or their assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree providing or ordering any of the foregoing shall be entered; or (B) the Lessee or the Guarantor thereof, shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g)(A) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Lessee or the Guarantor, or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or (C) the Lessee or the Guarantor shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

          (h) Any representation or warranty made by or on behalf of the Lessee or the Guarantor in or in connection with this Lease or any other Operative Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Lease, any other Operative Document or any amendment or modification hereof or thereof, shall prove to have been incorrect in any material respect when made;

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          (i) The occurrence of any Event of Default under the Participation Agreement or any other failure of the Lessee to perform or observe its obligations under any of the Operative Documents after the expiration of any applicable notice or cure period (if any);

          (j) The Lessee shall fail to timely perform or observe any covenant, condition or agreement (not included as an Event of Default in any other subsection of this Article) to be performed or observed by it hereunder or under the other Operative Documents and such failure shall continue for a period of thirty (30) days after the Lessee’s receipt of written notice thereof from the Lessor (provided, however, if such failure is other than the payment of money and is of such nature that it can be corrected but not within the applicable period, then that failure shall not constitute an Event of Default so long as the Lessee institutes curative action within the applicable period and diligently pursues that action to completion, but in no event for a period longer than ninety (90) days from the date of notice thereof);

          (k) The occurrence of a “payment default” under the Senior Notes or the Subordinated Notes;

          (l) Any “default” or “event of default” or other similar occurrence shall have occurred after the expiration of any applicable cure or notice periods under any other lease agreement between the Lessor or any Affiliate of the Lessor and the Lessee or any Affiliate of the Lessee or the Guarantor, but only to the extent the same results in the termination of such other lease agreement;

          (m) A default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of the Lessee, the Guarantor or any of its Subsidiaries (or payment of which is guaranteed by the Lessee, the Guarantor or any of its Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of this Lease, or a default or early termination or other similar event occurs under a lease agreement entered into in connection with a Contemplated Lease Financing, which default (i) constitutes a failure to pay any portion of the principal of or a premium, if any, or interest on such Indebtedness when due and payable after the expiration of any applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (ii) shall have resulted in such Indebtedness being accelerated or otherwise becoming or being declared due and payable prior to its stated maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $2,000,000 or more;

          (n) A final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Lessee, the Guarantor or any of its Subsidiaries and such judgment or judgments remain unpaid and undischarged for a period (during which execution shall not be effectively stayed) of 90 days, provided that the aggregate of all such undischarged judgments exceeds $2,000,000;

          (o) If this Lease or any of the other Operative Documents or term or provision hereof or thereof shall, in whole or in part, cease to be (or shall be claimed by any Person not to be) the legal, valid, binding and enforceable obligations of the Lessee and in full force and effect,

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or the Lessee or any Affiliate thereof, in any capacity, directly or indirectly, shall purport to terminate (except in accordance with the terms thereof), repudiate, declare voidable or void or otherwise contest, this Lease or any other Operative Document to which it is a party or term or provision hereof or thereof or any obligation or liability of Lessee in any capacity hereunder or thereunder or the effectiveness, validity, binding nature or enforceability thereof; or the security interests and liens securing the Lessee’s obligations under the Operative Documents, in whole or in part, cease to be perfected first security interests and liens;

          (p) Any “default”, “event of default” or other similar occurrence shall have occurred after the expiration of any applicable cure or notice periods under any loan agreement, credit agreement, mortgage or other agreement between the Lessee, any Affiliate of the Lessee or the Guarantor, and any Person, evidencing or securing any indebtedness relating to the Leased Property;

          (q) An ERISA event shall have occurred that, in the opinion of the Lessor, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Lessee and its Subsidiaries and/or the Guarantor in an aggregate amount that could reasonably be expected to result in a Material Adverse Effect; or

          (r) The Guarantor shall fail to pay or perform any of its obligations under the Guaranty.

ARTICLE XIV
ENFORCEMENT

          SECTION 14.1 Remedies. Upon the occurrence of any Event of Default of the type described in clause (g) of Article XIII, the Lease Balance then outstanding, including, without limitation, all accrued Basic Rent, Supplemental Rent and fees and other obligations of the Lessee accrued under the Operative Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of an kind, all of which are hereby waived by the Lessee. Upon the occurrence of any Event of Default other than an Event of Default of the type described in clause (g) of Article XIII, and at any time thereafter during the continuance of such event, the Lessor may, by notice to the Lessee, declare the Lease Balance then outstanding to be due and payable in whole (or in part, in which case any portion of the Lease Balance not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the Lease Balance (or the portion thereof so declared to be due and payable), including, without limitation, all accrued Basic Rent, Supplemental Rent and all fees and other obligations of the Lessee accrued under the Operative Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Lessee. In addition, upon the occurrence of any Event of Default and at any time thereafter, the Lessor may, so long as such Event of Default is continuing, do one or more of the following, without limiting any other right or remedy that the Lessor may have on account of such Event of Default (including, without limitation, accelerating and enforcing the obligation of the Lessee to purchase the Leased Property as set forth in Sections 15.2 and 15.3):

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          (a) By notice to the Lessee, rescind or terminate this Lease as of the date specified in such notice, which date shall, unless such notice is subsequently rescinded by the Lessor, become the Lease Termination Date; provided, however, that (i) no reletting, reentry or taking of possession of the Leased Property by the Lessor will be construed as an election on the part of the Lessor to terminate this Lease unless written notice of such intention is given to the Lessee, (ii) notwithstanding any reletting, reentry or taking of possession, the Lessor may at any time thereafter elect to terminate this Lease for a continuing Event of Default, (iii) the Lessor shall be under no obligation whatsoever to mitigate its damages hereunder but shall be entitled to maintain an action for the payment in full of all amounts due hereunder (including but not limited to payment of the Lease Balance, but subject to the terms and provisions of this Section 14.1), and (iv) no act or thing done by the Lessor or any of its agents, representatives or employees and no agreement accepting a surrender of the Leased Property shall be valid unless the same be made in writing and executed by the Lessor;

          (b) Without prejudice to any other remedy which the Lessor may have for possession of the Leased Property, and to the extent and in the manner permitted by Applicable Law, enter upon the Leased Property and take immediate possession of (to the exclusion of the Lessee) the Leased Property or any part thereof and expel or remove the Lessee and any other Person who may be occupying the Leased Property, by summary proceedings or otherwise by appropriate legal proceedings, all without liability to the Lessee for or by reason of such entry or taking of possession, whether for the restoration of damage to property caused by such taking or otherwise and, in addition to the other damages of the Lessor, the Lessee shall be responsible for the reasonable and documented costs and expenses of reletting, including brokers fees and the reasonable and documented costs of any alterations or repairs made by the Lessor;

          (c) Pursuant to this Lease and the Lease Supplement, sell or cause to be sold all or any part of the Leased Property at public or private sale, as the Lessor may determine, free and clear of any rights of the Lessee and without any duty to account to the Lessee with respect to such action or inaction or any proceeds with respect thereto (except as provided below), and if the Lessor shall so elect, demand that the Lessee pay to the Lessor, and the Lessee shall pay to the Lessor, on the date of such sale, as liquidated damages for loss of a bargain and not as a penalty (the parties agreeing that actual damages would be difficult to predict, but the aforementioned liquidated damages represent a reasonable approximation of such amount) (in lieu of Basic Rent due for periods commencing on or after the Rent Payment Date coinciding with such date of sale (or, if the sale date is not a Rent Payment Date, the Rent Payment Date next preceding the date of such sale)), an amount equal to (A) the excess, if any, of (1) the sum of all Rent accrued and unpaid to and including such Rent Payment Date plus an amount equal to the Lease Balance as of the date of sale, over (2) the net proceeds of such sale, after deducting all costs and expenses incurred by the Lessor incident to such sale, including, without limitation, all costs, expenses, fees, premiums and taxes described in Section 15.5(c), plus (B) interest at the Overdue Rate on the foregoing amount from the date of the applicable Event of Default until the date of payment. Notwithstanding the foregoing, in the event the Lessor elects the foregoing remedy, the Lessor shall, concurrent with the closing of the sale of the Leased Property (or any portion thereof), pay to the Lessee or the party entitled thereto an amount equal to the excess, if any, of (i) the net proceeds of such sale, after deducting all costs and expenses incurred by the Lessor incident to such sale, including, without limitation, all costs, expenses, fees, premiums and taxes described in Section 15.5(c), over (ii) the Lease Balance.

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          (d) Elect not to terminate this Lease, and continue to demand and collect all Basic Rent, Supplemental Rent and all other amounts payable under this Lease (together with all costs of collection) and enforce the Lessee’s obligations under this Lease as and when the same become due, or are to be performed, and, upon any abandonment of the Leased Property by the Lessee and re-entry of same by the Lessor, the Lessor may, in its sole and absolute discretion, elect not to terminate this Lease and may make such alterations and repairs as shall be reasonable or necessary in the judgment of the Lessor in order to relet the Leased Property, and relet the Leased Property or any part thereof for such term or terms (which may be for a long term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Lessor in its reasonable discretion may deem advisable. Upon each such reletting all rentals actually received by the Lessor from such reletting shall be applied to the Lessee’s obligations hereunder in such order, proportion and priority as the Lessor may elect in its sole and absolute discretion, and if such rentals received from such reletting during any Rent Period are less than the Rent to be paid during that Rent Period by the Lessee hereunder, the Lessee shall pay any deficiency, as calculated by the Lessor, to the Lessor on the Rent Payment Date in such Rent Period;

          (e) Unless the Leased Property has been sold in its entirety, and whether or not the Lessor shall have exercised or shall thereafter at any time exercise any of its rights under clauses (a), (b), (c) or (d) of this Article XIV, the Lessor may demand, by written notice to the Lessee specifying a date not earlier than five (5) Business Days following the date of such notice (the “Final Rent Payment Date”), that the Lessee pay to the Lessor, and the Lessee shall pay to the Lessor, on such Final Rent Payment Date as liquidated damages for loss of a bargain and not as a penalty (the parties agreeing that actual damages would be difficult to predict, but the aforementioned liquidated damages represent a reasonable approximation of such amount) in lieu of Basic Rent due for periods commencing on or after such Final Payment Date, an amount equal to the sum of all Rent accrued and unpaid to and including such Final Payment Date, plus an amount equal to the Lease Balance as of such Final Payment Date, including, without limitation, all costs and expenses incurred by the Lessor, plus interest at the Overdue Rate on the foregoing amount from the date of the applicable Event of Default until the date of payment, and upon payment of the aggregate total of such amounts, the Lessor shall convey the Leased Property to the Lessee by quit claim deed pursuant to the provisions of Section 15.2 and Section 15.5 hereof;

          (f) Exercise any other right or remedy that may be available under Applicable Law, or proceed by appropriate court action (legal or equitable) to enforce the terms hereof or to recover damages for the breach hereof. Separate suits may be brought to collect any such damages for any Rent Period(s), and such suits shall not in any manner prejudice the right of the Lessor to collect any such damages for any subsequent Rent Period(s), or the Lessor may defer any such suit until after the expiration of the Lease Term, in which event such suit shall be deemed not to have accrued until the expiration of the Lease Term;

          (g) Retain and apply against the damages of the Lessor all sums which the Lessor would, absent such Event of Default, be required to pay, or turn over, to the Lessee pursuant to the terms of this Lease; and

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          (h) Notwithstanding anything set forth in this Lease or any of the other Operative Documents to the contrary, following the occurrence and during the continuance of any Event of Default (provided that the Leased Property in its entirety has not been sold pursuant to the exercise of remedies under this Lease or any of the other Operative Documents), upon the payment to the Lessor of the Lease Balance and all other amounts owing to the Lessor under the Operative Documents, the Lessee shall be deemed to have exercised its option to purchase the Leased Property pursuant to Section 15.3 hereof, and the Lessor shall cause the interest of the Lessor in the Leased Property to be conveyed to the Lessee in accordance with and subject to the Purchase Procedure set forth in Section 15.5 hereof, by quitclaim deed.

          (i) All costs and expenses incurred by the Lessor in connection with the exercise of remedies pursuant to the Operative Documents shall be payable by the Lessee upon demand.

          SECTION 14.2 Remedies Cumulative; No Waiver; Consents. Each and every right, power and remedy herein specifically given to the Lessor in this Lease shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as is determined by the Lessor, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any right, power or remedy. No delay or omission by the Lessor in the exercise of any right, power or remedy or in the pursuit of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Lessee or to be an acquiescence therein. The consent of the Lessor to any request made by the Lessee shall not be deemed to constitute or preclude the necessity for obtaining the consent of the Lessor in the future, to all similar requests. No express or implied waiver by the Lessor of any Default or Event of Default shall in any way be, or be construed to be, a waiver of any future Default or Event of Default. To the extent permitted by Applicable Law, the Lessee hereby waives any rights now or hereafter conferred by statute or otherwise that may require the Lessor to sell, lease or otherwise use the Leased Property or part thereof in mitigation of any damages of the Lessor upon the occurrence of a Default or Event of Default or that may otherwise limit or modify any of the rights or remedies of the Lessor under this Article.

ARTICLE XV
PURCHASE OF LEASED PROPERTY

          SECTION 15.1 The Lessee’s Option to Purchase. Subject to the terms and conditions and provisions set forth in this Article XV, the Lessee shall have the option (the “Purchase Option”), exercisable at any time during the Lease Term, to purchase from the Lessor all, but not less than all, of the Lessor’s interest in the Leased Property at the purchase price equal to the Purchase Option Price. Such option must be exercised by written notice to the Lessor, which exercise shall be irrevocable, and such notice shall specify the closing date for the Lessee’s purchase of the Leased Property, which date shall be (i) not less than twenty (20) calendar days following the date of such notice and (ii) in any event not later than the Lease Termination Date. If the Purchase Option is exercised pursuant to the foregoing, then, subject to the provisions set forth in this Article XV, on such closing date, the Lessor shall convey to the

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Lessee, and the Lessee shall purchase from the Lessor, the Lessor’s interest in all, but not less than all, of the Leased Property in accordance with the Purchase Procedure as set forth in Section 15.5.

          SECTION 15.2 Purchase Obligation.

          (a) Unless the Lessee shall have properly exercised the Purchase Option and purchased all of the Leased Property pursuant thereto, then, subject to the terms, conditions and provisions set forth in this Article XV, the Lessee shall purchase from the Lessor for a purchase price equal to the Lease Balance, and the Lessor shall convey to the Lessee, on the Lease Termination Date, the Lessor’s entire interest in all, but not less than all, of the Leased Property in accordance with the Purchase Procedure set forth in Section 15.5. The Lessee may designate, in a notice given to the Lessor not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee to whom the conveyance shall be made (if other than to the Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee shall not cause the Lessee to be released, fully or partially, from any of its obligations under this Lease or the other Operative Documents.

          (b) If the Lessee fails to purchase the Leased Property as provided in Section 15(a) above, the Lessee’s right to purchase the Leased Property pursuant to Section 15(a) shall terminate, and the Lessor shall have the unrestricted right, in addition to and not in lieu of any other remedies available to the Lessor under Article XIV as a result of such failure, to sell the Leased Property to a third party in full or partial satisfaction of the Lessee’s obligations under this Lease. In the event the Lessor elects to sell the Leased Property to a third party as provided herein, the Lessee shall continue to be liable to the Lessor for an amount (the “Lessee’s Net Payment”) equal to the difference between (i) the net proceeds from the sale of the Leased Property, after first deducting therefrom all costs and expenses incurred by the Lessor incident to such sale, including, without limitation, all costs, expenses, fees, premiums and taxes described in Section 15.5(c) (the “Sales Proceeds”), and (ii) the Lease Balance, plus any and all other sums due and owing from the Lessee pursuant to this Lease and the other Operative Documents (collectively, the “Outstanding Lease Obligations”). The Lessor shall have the right to demand payment of the Lessee’s Net Payment from the Lessee at any time following the Lease Termination Date, and the Lessee shall make such payment to the Lessor within five (5) Business Days of the Lessee’s receipt of such demand. In the event the Lessor demands payment of the Lessee’s Net Payment prior to the sale of the Leased Property to a third party, then for purposes of calculating the Lessee’s Net Payment, the Sales Proceeds shall be deemed to equal the Fair Market Sales Value of the Leased Property. Upon the closing of the sale of the Leased Property, if the Sales Proceeds (plus the Lessee’s Net Payment, if previously paid by the Lessee prior to the sale of the Leased Property) exceed the Outstanding Lease Obligations, such excess shall be paid by the Lessor to the Lessee within five (5) Business Days of such closing, and, if the Outstanding Lease Obligations exceed the Sales Proceeds (plus the Lessee’s Net Payment, if previously paid by the Lessee prior to the sale of the Leased Property), such excess shall be paid by the Lessee to the Lessor within five (5) Business Days of such closing.

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          SECTION 15.3 Purchase Upon Event of Default. Upon the occurrence of any Event of Default, (i) the Lessor shall have the right, upon twenty (20) days prior written notice to the Lessee, to require the Lessee to purchase the Lessor’s entire interest in all, but not less than all, of the Leased Property, for a purchase price equal to the Lease Balance, and (ii) the Lessee shall have the right, upon twenty (20) days prior written notice to the Lessor, to purchase the Lessor’s entire interest in all, but not less than all, of the Leased Property, for a purchase price equal to the Lease Balance. If the Lessee purchases the Leased Property in accordance with this Section 15.3, the Lessor shall convey the Leased Property to the Lessee (or its designee) in accordance with the Purchase Procedure set forth in Section 15.5.

          SECTION 15.4 INTENTIONALLY OMITTED.

          SECTION 15.5 Purchase Procedure. The provisions of this Section 15.5 are herein and elsewhere in the Operative Documents sometimes referred to as the “Purchase Procedure”.

          (a) If the Lessee shall purchase the Lessor’s interest in the Leased Property pursuant to any provision of this Lease, (i) the Lessee shall accept from the Lessor, and the Lessor shall convey to the Lessee (or its designee), the Lessor’s entire interest in the Leased Property, (ii) upon the date fixed for any purchase of the Lessor’s interest in the Leased Property hereunder, the Lessee shall pay to the order of the Lessor the Lease Balance by wire transfer of federal funds and (iii) the Lessor shall convey to the Lessee the Lessor’s entire interest in the Leased Property by quitclaim deed, together with such bills of sale and other instruments (including, without limitation, a quitclaim deed to any Alterations) as may be necessary to transfer all of the Lessor’s interest in the Leased Property. THE LESSOR’S TRANSFER OF ITS OWNERSHIP INTEREST IN THE LEASED PROPERTY SHALL BE ON AN AS-IS, WHERE-IS, BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO DESIGN, CONDITION, QUALITY, CAPACITY, MERCHANTABILITY, HABITABILITY, DURABILITY, SUITABILITY OR FITNESS OF THE LEASED PROPERTY FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING THE LEASED PROPERTY OR ANY PORTION THEREOF. THE LESSEE HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT OR INFRINGEMENT) IT MIGHT HAVE AGAINST THE LESSOR FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY THE LEASED PROPERTY OR BY THE LESSEE’S LOSS OF USE THEREOF FOR ANY REASON WHATSOEVER. NO REPRESENTATION OR WARRANTY SHALL BE MADE BY THE LESSOR AS TO THE EXISTENCE OF ANY LIENS OR ENCUMBRANCES (EXCEPT FOR LESSOR LIENS OTHER THAN PERMITTED LIENS) ON THE LEASED PROPERTY AS OF THE DATE OF SUCH SALE. In connection with, and as a condition to, any such transfer by the Lessor, the Lessee shall pay all charges and expenses incident to such transfer of the Leased Property, including, without limitation, all transfer taxes, recording fees, title insurance premiums, and federal, state and local taxes arising as a result of such transfer, and all fees and expenses of legal counsel of the Lessor reasonably incurred by reason of such transfer.

          (b) The Lessee shall, at the Lessee’s sole cost and expense, obtain all required governmental and regulatory approval and consents and shall make such filings as required by

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Applicable Law. In the event that the Lessor is requested and/or required by Applicable Law to take any action in connection with such purchase and sale, the Lessee shall pay all costs incurred by the Lessor in connection therewith. In addition, all charges incident to such conveyance, including, without limitation, the Lessee’s attorneys’ fees, the reasonable attorneys’ fees of the Lessor, any brokerage commissions, all escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely and paid by the Lessee.

          (c) Upon expiration or termination of this Lease resulting in conveyance of the Lessor’s interest in the title to the Leased Property to the Lessee, the Lessor shall not be required to make any apportionment of taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being payable by the Lessee hereunder and all due after such time being payable by the Lessee as then owner of the Leased Property.

          SECTION 15.6 Effect of Conveyance to the Lessee. Upon conveyance by the Lessor to the Lessee of the Lessor’s interest in the Leased Property pursuant to this Article XV, the payment in full of the Lease Balance and the payment and performance of all of the obligations of the Lessee due and owing under this Lease and all of the other Operative Documents, this Lease shall, subject to the terms of Section 18.14 hereof, terminate as to the Leased Property.

ARTICLE XVI
LESSEE’S PERSONAL PROPERTY

     The Lessee may, from time to time, own or hold under lease from Persons other than the Lessor, furniture, trade fixtures and equipment which is located on or about the Leased Property (collectively, the “Lessee’s Personal Property”). Except as expressly provided in this Article XVI, the Lessor waives any statutory and/or contractual lien on the Lessee’s Personal Property as security for this Lease. At any time during the Lease Term and upon the expiration or earlier termination of this Lease, the Lessee may, at its sole cost and expense, remove any or all of the Lessee’s Personal Property from the Leased Property; provided, however, that the Lessee shall not remove, and the Lessor shall have a lien upon any fixture, equipment or other personal property which has been incorporated in the Leased Property. Any of the Lessee’s Personal Property remaining on the Leased Property following the expiration or earlier termination of this Lease shall be considered abandoned by the Lessee, and, at the election of the Lessor, title thereto shall without further act vest in the Lessor, and may be appropriated, sold, destroyed or otherwise disposed of by the Lessor without notice to the Lessee and without obligation to account therefor and the Lessee will pay the Lessor, upon written demand, all reasonable and documented costs and expenses incurred by the Lessor in removing, storing or disposing of the same and all costs and expenses incurred to repair any damage to the Leased Property caused by such removal. The Lessee shall immediately repair at its expense all damage to the Leased Property caused by any such removal (unless such removal is effected by the Lessor, in which event the Lessee shall pay all costs and expenses incurred by the Lessor for such repairs). The Lessor shall have no liability in exercising its rights under this Article XVI, nor shall the Lessor be responsible for any loss of or damage to the Lessee’s Personal Property in connection therewith.

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ARTICLE XVII
RIGHT TO PERFORM FOR LESSEE

     If the Lessee shall fail to perform or comply with any of its agreements contained herein, and such failure to perform continues beyond any applicable notice and cure periods, the Lessor may, without prior notice to the Lessee, perform or comply with such agreement, and the Lessor shall not thereby be deemed to have waived any Default or Event of Default caused by such failure, and the amount of such payment and the amount of the expenses of the Lessor (including reasonable attorney’s fees and expenses) incurred in connection with such payment or the performance of or compliance with such agreement, as the case may be, shall be deemed Supplemental Rent, payable by the Lessee to the Lessor, with interest at the Overdue Rate from the date of such action by the Lessor.

ARTICLE XVIII
MISCELLANEOUS

          SECTION 18.1 Binding Effect; Successors and Assigns; Survival. The terms and provisions of this Lease, and the respective rights and obligations of the parties hereunder, shall be binding upon their respective permitted successors, legal representatives and assigns (including, in the case of the Lessor, any Person to whom the Lessor may transfer the Leased Property or any interest therein in accordance with the provisions of the Operative Documents), and inure to the benefit of their respective permitted successors and assigns.

          SECTION 18.2 Notices. Unless otherwise specified herein, all notices, offers, acceptances, rejections, consents, requests, demands or other communications to or upon the respective parties hereto shall be in accordance with Section 8.2 of the Participation Agreement.

          SECTION 18.3 Severability. Any provision of this Lease that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction, and the Lessee shall remain liable to perform its obligations hereunder except to the extent of such unenforceability. To the extent permitted by Applicable Law, the parties hereby waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

          SECTION 18.4 Amendment; Complete Agreements. Neither this Lease nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification shall be sought. This Lease, together with the other Operative Documents, is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof, all negotiations, considerations and representations between the parties having been incorporated herein and

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therein. No course of prior dealings between the parties or their officers, employees, agents or Affiliates shall be relevant or admissible to supplement, explain, or vary any of the terms of this Lease or any other Operative Document. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement between the parties or their Affiliates shall not be relevant or admissible to determine the meaning of any of the terms of this Lease or any other Operative Document. No representations, undertakings, or agreements have been made or relied upon in the making of this Lease other than those specifically set forth in the Operative Documents.

          SECTION 18.5 Construction. This Lease shall not be construed more strictly against any one party, it being recognized that both of the parties hereto have contributed substantially and materially to the preparation and negotiation of this Lease.

          SECTION 18.6 Headings. The Table of Contents and headings of the various Articles and Sections of this Lease are for convenience of reference only and shall not modify, define or limit any of the terms or provisions hereof.

          SECTION 18.7 Counterparts. This Lease may be executed in any number of counterparts as may be convenient or necessary, and it shall not be necessary that the signatures of all parties hereto or thereto be contained on any one counterpart hereof or thereof. Additionally, the parties hereto agree that for purposes of facilitating the execution of this Lease, (a) the signature pages taken from the separate individually executed counterparts of this Lease may be combined to form multiple fully executed counterparts and (b) a facsimile transmission shall be deemed to be an original signature for all purposes. All executed counterparts of this Lease shall be deemed to be originals, but all such counterparts taken together or collectively, as the case may be, shall constitute one and the same agreement.

          SECTION 18.8 Governing Law. THIS LEASE SHALL IN ALL RESPECTS BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK AS TO ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW, EXCEPT AS TO MATTERS RELATING TO THE CREATION OF LEASEHOLD ESTATES, LIENS AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT TO THE LEASED PROPERTY, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE LEASED PROPERTY IS LOCATED.

          SECTION 18.9 Liability of the Lessor Limited. It is expressly understood and agreed by and between the Lessee, the Lessor and their respective successors and assigns that, except as expressly set forth herein, nothing herein contained shall be deemed to be a personal covenant, stipulation, obligation or agreement of any present or future member, officer, agent or employee of the Lessor in other than his official capacity, and no officer, agent or employee of the Lessor shall be subject to any personal liability or accountability by reason of the stipulations, obligations or agreements contained in this Lease. Any obligation of the Lessor created by or arising out of this Lease other than the Lessor’s obligations under Article XV shall never constitute a general debt of the Lessor but shall be payable solely out of Rent and the

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liability of the Lessor hereunder shall be limited to, the right, title and interest of the Lessor in the Leased Property, any proceeds from the Lessor’s sale or encumbrance thereof, and any Awards or Loss Proceeds (provided, however, that the Lessee shall not be entitled to any double recovery) for the performance of any obligation under this Lease and under the Operative Documents and the satisfaction of any liability arising therefrom.

          SECTION 18.10 Estoppel Certificates. Each party hereto agrees that at any time and from time to time during the Lease Term, it will promptly, but in no event later than fifteen (15) days after request by the other party hereto, execute, acknowledge and deliver to such other party or to any prospective purchaser (if such prospective purchaser has signed a commitment or letter of intent to purchase the Leased Property or any part thereof), assignee or mortgagee or third party designated by such other party, a certificate stating (i) that this Lease is unmodified and in force and effect (or if there have been modifications, that this Lease is in force and effect as modified, and identifying the modification agreements), (ii) the date to which Basic Rent has been paid, (iii) whether or not there is any existing default by the Lessee in the payment of Basic Rent or any Supplemental Rent, and whether or not there is any other existing default by either party with respect to which a notice of default has been served, and, if there is any such default, specifying the nature and extent thereof, (iv) whether or not, to the knowledge of the signer, there are any setoffs, defenses or counterclaims against enforcement of the obligations to be performed hereunder existing in favor of the party executing such certificate and (v) other matters concerning the status of this Lease and of any of the Operative Documents to which the Lessee is a party that may be reasonably requested; provided, however, that no such certificate may be requested unless the requesting party has a good faith reason for such request.

          SECTION 18.11 No Joint Venture. Any intention to create a joint venture or partnership relation between the Lessor and the Lessee is hereby expressly disclaimed.

          SECTION 18.12 No Accord and Satisfaction. The acceptance by the Lessor of any sums from the Lessee (whether as Basic Rent or otherwise) in amounts which are less than the amounts due and payable by the Lessee hereunder is not intended, nor shall any such acceptance be construed, to constitute an accord and satisfaction of any dispute between the Lessor and the Lessee regarding sums due and payable by the Lessee hereunder, unless the Lessor specifically deems it as such in writing.

          SECTION 18.13 No Merger. In no event shall the leasehold interests, estates or rights of the Lessee hereunder merge with any interests, estates or rights of the Lessor in or to the Leased Property, it being understood that such leasehold interests, estates and rights of the Lessee hereunder shall be deemed to be separate and distinct from the Lessor’s interests, estates and rights in or to the Leased Property, notwithstanding that any such interests, estates or rights shall at any time or times be held by or vested in the same person, corporation or other entity.

          SECTION 18.14 Survival. The obligations of the Lessee to be performed under this Lease prior to the Lease Termination Date and the obligations of the Lessee pursuant to Article IV, Section 8.4, Section 8.5, Articles XI, XII, and XIV, Sections 15.2, 15.3, and 15.5, and Articles XVI and XVII, and obligations of the Lessee to pay or reimburse the Lessor for expenses or costs or for indemnification, shall survive the expiration or termination of this Lease.

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The extension of any applicable statute of limitations by the Lessor, the Lessee or any Indemnitee shall not affect such survival.

          SECTION 18.15 Chattel Paper. To the extent that this Lease constitutes chattel paper (as such term is defined in the Uniform Commercial Code in any applicable jurisdiction), no security interest in this Lease may be created through the transfer or possession of any counterpart other than the original counterpart, which shall be identified as the original counterpart by the receipt of the Lessor on its signature page.

          SECTION 18.16 Time of Essence. Time is of the essence of this Lease.

          SECTION 18.17 Recordation of Lease Supplement. The Lessee will, at its sole cost and expense, cause the Lease Supplement to be recorded in the Real Property Records. Upon termination of this Lease in accordance with its terms, except as the result of an Event of Default, the Lessor agrees to execute and deliver such documents as may be reasonably be requested by the Lessee to release such instruments of record.

          SECTION 18.18 Security Funds. Any amounts not payable to the Lessee (including amounts paid to or retained by the Lessor), pursuant to any provision of Article IX, XI or XV or other provisions of the Operative Documents or this Section as a result of the occurrence of a Default or an Event of Default, shall be held by the Lessor as security for the obligations of the Lessee under this Lease and the other Operative Documents. At such time as no Default or Event of Default shall be continuing, such amounts, net of any amounts previously applied to the Lessee’s obligations hereunder or under the other Operative Documents, shall be paid to the Lessee. Any such amounts which are held by the Lessor pending application as provided herein and in the other Operative Documents against the Lessee’s obligations herein and under the Operative Documents or in connection with any exercise of remedies hereunder or thereunder need not be invested but, if invested, may be invested as the Lessor may determine in its sole and absolute discretion. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested.

          SECTION 18.19 No Illegal Interest to be Charged. All agreements between the Lessee and the Lessor under this Lease and the other Operative Documents are expressly limited so that in no contingency or event whatsoever shall the amount paid or agreed to be paid to the Lessor or its successors or assigns for the use, forbearance or detention of the money to be advanced to the Lessee exceed the highest rate permissible under law applicable thereto by a court of competent jurisdiction. If, from any circumstances whatever, fulfillment of any provisions of this Lease or any of the Operative Documents at the time performance of such provision shall be due, shall involve payment of interest at a rate that exceeds the highest lawful rate as so determined, then ipso facto the obligation to be fulfilled shall be reduced to such highest lawful rate. If from any circumstances whatsoever, the Lessor or its successors or assigns shall ever receive interest, the amount of which would exceed such highest lawful rate, the portion thereof that would be excessive interest shall be applied to the reduction of the unpaid Basic Rent; provided, however, that nothing contained herein, in the Participation Agreement, this Lease or any of the Operative Documents shall be deemed to create a defense, contractual or otherwise, to any sums due or to become due or coming due under this Lease, the Participation

35

Agreement or any of the Operative Documents where no such defense exists at law, as for example, where corporations are barred from asserting the defense of usury or in a case wherein no limit exists upon the rate of interest that may be charged.

          SECTION 18.20 Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally (i) submits for itself and its property in any legal action or proceeding relating to this Lease or any other Operative Document, or for recognition and enforcement of any judgment in respect thereof, to the jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in the borough of Manhattan, and appellate courts from any thereof, (ii) consents that any such action or proceedings may be brought to such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 8.2 of the Participation Agreement or such other address of which the other parties hereto shall have been notified pursuant to said Section 8.2 and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by Applicable Law. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG OR BETWEEN THE PARTIES HERETO ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES IN CONNECTION WITH THIS LEASE, ANY OTHER OPERATIVE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE LESSOR’S ABILITY TO PURSUE ANY REMEDIES CONTAINED IN THIS LEASE, THE OTHER OPERATIVE DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT RELATED HERETO. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN THE LESSEE AND THE LESSOR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS THAT NOTHING HEREIN CONTAINED SHALL BE DEEMED TO BE A COVENANT, STIPULATION, OBLIGATION OR AGREEMENT OF ANY PRESENT OR FUTURE MEMBER, OFFICER, AGENT, OR EMPLOYEE OF THE LESSOR IN OTHER THAN HIS OFFICIAL CAPACITY, AND NO OFFICER, AGENT OR EMPLOYEE OF THE LESSOR SHALL BE SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THE STIPULATIONS, OBLIGATIONS OR AGREEMENTS CONTAINED IN THIS LEASE.

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

LESSEE:	NAP OF THE CAPITAL REGION, LLC, a Florida limited liability company
	By:	Terremark Worldwide, Inc.
		Its: Sole Member
	By:	/s/ Jose Segrera
		Name:	Jose Segrera
		Title:	Chief Financial Officer
LESSOR:	CULPEPER LESSOR 2007-1 LLC, a Delaware limited liability company
	By:	Credit Suisse Management LLC
		Its: Sole Member
	By:	/s/ Damien Dwin
		Name:	Damien Dwin
		Title:	Vice President

S-1

APPENDIX I
TO
PARTICIPATION AGREEMENT, LEASE AGREEMENT
AND OTHER OPERATIVE DOCUMENTS

DEFINITIONS AND INTERPRETATION

[See separate text]

I-1

APPENDIX II
DESCRIPTION OF LEASED PROPERTY

I. Land: See Exhibit A attached, together with all Appurtenances.

II. Improvements:

Any and all buildings, structures and improvements hereafter erected on the Land by the Lessee in connection with the making of any Alterations by the Lessee, together with all fixtures, fittings, apparatus, furnishings and equipment constituting a part thereof or incorporated therein, including, without limitation, all heating, electrical, lighting, power, plumbing, air conditioning and ventilation equipment and all replacements of and substitutions for any of the foregoing, but excluding the Lessee’s Personal Property, except as expressly set forth in the Lease to which this Appendix II is appended.

II-1

EXHIBIT A

LEGAL DESCRIPTION OF LAND

PARCEL I:

ALL THAT CERTAIN LOT OR PARCEL OF LAND TOGETHER WITH ALL BUILDINGS AND IMPROVEMENTS THEREON AND PRIVILEGES AND APPURTENANCES THEREUNTO BELONGING, SITUATED, LYING AND BEING ON THE NORTH SIDE OF U.S. ROUTE 29 BY-PASS IN STEVENSBURG MAGISTERIAL DISTRICT, CULPEPER COUNTY, VIRGINIA, AND BY A SURVEY OF JOHN R. HUDSON, CLS, DATED SEPTEMBER 5, 1979, RECORDED IN DEED BOOK 291 AT PAGE 232, SAID LOT CONTAINS 10.0000 ACRES AND IS MORE FULLY DESCRIBED BY METES AND BOUNDS THEREON.

PARCEL II:

(a) ALL THAT CERTAIN LOT OR PARCEL OF LAND, TOGETHER WITH ALL BUILDINGS AND IMPROVEMENTS THEREON AND PRIVILEGES AND APPURTENANCES THEREUNTO BELONGING, SITUATED, LYING AND BEING ON THE NORTHWEST SIDE OF U.S. ROUTES 29-15 (BYPASS), LOCATED IN THE STEVENSBURG MAGISTERIAL DISTRICT, CULPEPER COUNTY, VIRGINIA, AND ACCORDING TO A SURVEY OF BRIAN THROSSELL, CERTIFIED LAND SURVEYOR, DATED OCTOBER 14, 1985, A COPY OF WHICH IS RECORDED WITH THE DEED RECORDED IN DEED BOOK 340, PAGE 60, WHICH IS INCORPORATED HEREIN BY REFERENCE, IS MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT: “BEGINNING AT A POINT IN THE NORTHERLY RIGHT OF WAY LINE OF ROUTES 29 & 15 (BYPASS), SAID POINT BEING THE MORE EASTERLY CORNER OF THE LAND OF TRICHILO; THENCE, DEPARTING ROUTES 29 & 15 AND RUNNING WITH THE EASTERLY LINE OF SAID TRICHILO, N 24° 68’ 14” W. 770.00 FEET TO A POINT; THENCE, DEPARTING TRICHILO AND RUNNING WITH NEW DIVISION LINES THROUGH THE TRACT; N, 56° 10’ 23” E. 934.32 FEET TO A POINT AND S. 53° 49’ 53” E. 809.68 FEET TO A POINT IN THE AFOREMENTIONED NORTHERLY RIGHT OF WAY LINE OF ROUTES 29 & 15; THENCE, RUNNING WITH SAID NORTHERLY RIGHT OF WAY LINE, S. 51° 54’ 01” W. 111.82 FEET TO A POINT; S. 55° 41’ 04” W. 598.08 FEET TO A POINT; S. 60° 10’ 57” W. 199.81 FEET TO A POINT; S. 53° 43’ 56” W. 199.57 FEET TO A POINT AND S. 58° 13’ 54” W. 221.72 FEET TO THE POINT OF BEGINNING, CONTAINING 20.000 ACRES.”

(b) TOGETHER WITH A NON-EXCLUSIVE USE OF A CERTAIN 60-FOOT WIDE RIGHT OF WAY FOR THE PURPOSE OF INGRESS AND EGRESS AS IS MORE FULLY SET FORTH IN A DEED RECORDED IN DEED BOOK 340, PAGE 60 AND ON A PLAT BY BRIAN THROSSELL, C.L.S., DATED OCTOBER 14, 1985, WHICH IS INCORPORATED HEREIN BY REFERENCE.

A-1

EX-10.51

Exhibit 10.51

GUARANTY

by

TERREMARK WORLDWIDE INC.,
as Guarantor,

in favor of

CULPEPER LESSOR 2007-1 LLC,
as Lessor

Dated as of February 15, 2007

GUARANTY

     THIS GUARANTY, dated as of February 15, 2007 (this “Guaranty”), is made by TERREMARK WORLDWIDE, INC., a Delaware corporation (in its capacity as guarantor hereunder, “Guarantor”), in favor of CULPEPER LESSOR 2007-1 LLC, a Delaware limited liability company (in its capacity as Lessor, the “Lessor”).

W i t n e s s e t h:

     In accordance with the terms and provisions of this Guaranty, the Participation Agreement, the Lease and the other Operative Documents, (i) the Lessor has agreed to acquire the Leased Property, (ii) the Lessor has agreed to lease the Leased Property, and the Lessee has agreed to rent the Leased Property from the Lessor, under the Lease, and (iii) the Lessee has agreed to rent the Leased Property from the Lessor under the Lease.

     It is a condition precedent to the consummation by the Lessor of the transactions to be consummated by the Operative Documents that Guarantor execute and deliver this Guaranty, and it is in the best interests of Guarantor that the transactions contemplated by the Operative Documents occur. Guarantor has reviewed and approved the Operative Documents and is fully informed of (a) the extent of the Lessee’s obligations thereunder and (b) the remedies the Lessor may pursue thereunder, with or without notice to Guarantor, and this Guaranty, and the execution, delivery and performance hereof, have been duly authorized by all necessary action of Guarantor.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged by Guarantor, Guarantor hereby agrees as follows:

     Section 1. Guaranty. Guarantor hereby irrevocably and unconditionally guarantees to the Lessor and its successors and assigns (individually a “Beneficiary” and collectively the “Beneficiaries”), the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, and the full and prompt performance of, all of the Liabilities (as hereinafter defined), including interest on any such Liabilities, whether accruing before or after any bankruptcy or insolvency case or proceeding involving Guarantor or any other Person, and, if interest on any portion of such obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, including such interest as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and further agrees to pay all expenses (including reasonable attorneys’ fees and legal expenses) paid or incurred by any Beneficiary in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty. The term “Liabilities”, as used herein, shall mean all of the following (without duplication), in each case howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due and all amounts now or hereafter payable by the Lessee under the Lease and the other Operative Documents (whether or not the Lessee shall be relieved or released from any or all liability or obligations under any of the Operative Documents, except on account of the full

and indefeasible payment of all the Liabilities and full and strict compliance by Guarantor with its obligations hereunder), plus all costs incurred in enforcing this Guaranty.

     In any action or proceeding involving any state corporate law, or any state or federal or any other bankruptcy, insolvency, reorganization or any other law affecting the rights of creditors generally, if the obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Guaranty, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.

     This Guaranty shall in all respects constitute an absolute and unconditional guaranty of payment and performance (and not of collection), and shall remain in full force and effect until the full and indefeasible payment and performance of all of the Liabilities and all of the Guarantor’s obligations hereunder (notwithstanding, without limitation, the dissolution of Guarantor). The liability of Guarantor hereunder may be enforced without the Beneficiaries being required to resort to any other right, remedy or security.

     The obligations of Guarantor are independent of any obligations under any of the Operative Documents. Each and every default under any of the Operative Documents shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs.

     The Lessor, on behalf of itself and the Beneficiaries, and the Beneficiaries each may, from time to time at its discretion and without notice to Guarantor, take any or all of the following actions: (a) retain or obtain a lien upon or a security interest in any property to secure any of the Liabilities or any obligation hereunder; (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to Guarantor, with respect to any of the Liabilities; (c) extend or renew for one or more periods (regardless of whether longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of Guarantor hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities; (d) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (regardless of whether longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (e) resort to Guarantor for payment of any of the Liabilities, regardless of whether the Lessor or any other Person shall have resorted to any other Person or to any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in this paragraph being hereby expressly waived by Guarantor).

     Section 2. Guarantor’s Obligations Unconditional. Guarantor’s obligations hereunder are independent of the obligations of any other Person under the Operative Documents, and each Beneficiary may enforce any of its rights hereunder independently of any

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other right or remedy that it may at any time hold with respect to the Liabilities or any security or other guaranty therefor. Such obligations shall be absolute and unconditional, shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and indefeasible payment and performance of all of the Liabilities and full and strict compliance by Guarantor with its obligations hereunder), whether based upon any claim that the Lessee, the Guarantor or any other Person may have against any Beneficiary or any other Person or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not Guarantor or any other Person shall have any knowledge or notice thereof) including, without limitation:

     (A) any amendment, modification, addition, deletion, supplement or renewal to or of or other change in the Liabilities or any Operative Document or any of the agreements referred to in any thereof, or any other instrument or agreement applicable to any Operative Document or any of the parties to such agreements, or to the Leased Property, or any assignment, mortgage, encumbrance or transfer thereof or of any interest therein, or any furnishing or acceptance of additional security for, guaranty of or right of offset with respect to, any of the Liabilities, or the failure of any security or the failure of any Beneficiary or any other Person to perfect or insure any interest in any collateral;

     (B) any failure, impossibility, illegality, omission or delay on the part of the Lessor, any Beneficiary or any other Person to conform or comply with any term of any instrument or agreement referred to in clause (A) above;

     (C) any waiver, consent, extension, indulgence, compromise, release or other action or inaction under or in respect of any instrument, agreement, guaranty, right of offset or security referred to in clause (A) above or any obligation or liability of the Lessor, any Beneficiary or any other Person, or any exercise or non-exercise by the Lessor, any Beneficiary or any other Person of any right, remedy, power or privilege under or in respect of any such instrument, agreement, guaranty, right of offset or security or any such obligation or liability;

     (D) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Lessee, any Beneficiary or any other Person or any of their respective properties or creditors, or any action taken by any trustee, receiver or court in any such proceeding;

     (E) any limitation on the liability or obligations of any Person under any Operative Document, the Liabilities, any collateral security for the Liabilities, any other guaranty of the Liabilities or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the foregoing or any other agreement, instrument, guaranty or security referred to in clause (A) above or any term of any thereof;

     (F) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, or any

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interruption or cessation in the use of the Leased Property or any portion thereof by Guarantor or any other Person for any reason whatsoever (including, without limitation, any governmental prohibition or restriction, condemnation, requisition, seizure or any other act on the part of any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof (even though such duration would otherwise constitute a frustration of a lease), whether or not resulting from accident and whether or not without fault on the part of Guarantor or any other Person;

     (G) any merger or consolidation of Guarantor into or with any other Person, or any sale, lease or transfer of any of the assets of Guarantor to any other Person;

     (H) any change in the ownership of any membership interests of Guarantor or any other change in organizational structure of Guarantor;

     (I) any loan to or other transaction between any of the Beneficiaries or any other Person and Guarantor;

     (J) any recovery of judgment against the Lessee or the Guarantor by any levy of any writ or process of execution under any such judgment;

     (K) absence of any notice to, or knowledge of, Guarantor of the existence or occurrence of any of the foregoing clauses (A) through (J); or

     (L) any other occurrence or circumstance whatsoever (other than full and indefeasible payment and performance of all of the Liabilities and all of Guarantor’s obligations hereunder), whether similar or dissimilar to the foregoing, and any other circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against Guarantor.

     The obligations of Guarantor set forth herein constitute the full recourse obligations of Guarantor enforceable against it to the full extent of all its assets and properties, notwithstanding any provision in any Operative Document or any other document or agreement to the contrary.

     Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Liabilities and notice of or proof of reliance by the Lessor, any Beneficiary or any other Person upon this Guaranty or acceptance of this Guaranty, and the Liabilities, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Guaranty and proof of reliance by any Beneficiary or any other Person hereon; (b) notice of any of the matters referred to in clauses (A) through (I) above, or any right to consent or assent to any thereof; (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including, without limitation, any demand, presentment, protest, proof or notice of nonpayment under any Operative Document, and notice of default or any failure on the part of and Person to perform and comply with any covenant, agreement, term or condition of any Operative Document; (d) any right to the

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enforcement, assertion or exercise against the Lessee of any right, power, privilege or remedy conferred in any Operative Document or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of any Beneficiary or any other Person to take any action whatsoever, to exhaust any remedies, proceed first against the Lessee or to mitigate the damages resulting from a default by any Person under any Operative Document; (g) any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in any Operative Document or the Leased Property; and (h) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against Guarantor.

     Guarantor agrees that this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of itself or the Lessee is rescinded or must be otherwise restored by any Beneficiary, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

     Guarantor further agrees that, without limiting the generality of this Guaranty, if any default under any Operative Document shall have occurred and any Beneficiary is prevented by applicable law from exercising its remedies under the Operative Documents, such Beneficiary shall be entitled to receive hereunder from Guarantor, upon demand therefor, the sums which would have otherwise been due had such remedies been exercised.

     In addition, Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Lessee and of all the circumstances bearing upon the risk of nonpayment of the Liabilities that diligent inquiry would reveal, and that absent a request for such information by Guarantor, the Beneficiaries shall have no duty to advise Guarantor of information known to them regarding such condition or any such circumstance.

     Section 3. Waivers.

          (a) Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Lessee arising from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any other Operative Document, including any right of subrogation, reimbursement, contribution, exoneration, or indemnification, any right to participate in any claim or remedy of any Beneficiary against the Lessee, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Liabilities shall not have been indefeasibly paid in cash, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for, the Beneficiaries, and shall forthwith be paid to the Lessor to be credited and applied pursuant to the terms of the Operative Documents. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Operative Documents and that the waiver set forth in this paragraph is knowingly made in contemplation of such benefits.

          (b) Guarantor hereby absolutely, unconditionally and irrevocably waives and agrees not to assert or take advantage of any defense based upon an election of remedies by Lessor or any other Beneficiary or other Person.

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          (c) Guarantor hereby waives all rights and defenses that the Guarantor may have because any of the Liabilities is secured by real property. This means, among other things:

     (i) the Beneficiaries may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Lessee;

     (ii) if the Beneficiaries foreclose on any real property collateral pledged with respect to the Liabilities: (A) the amount of the Liabilities may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; (B) the Beneficiaries may collect from Guarantor even if the Beneficiaries, by foreclosing on the real property collateral, have destroyed any right Guarantor may have to collect from the Lessee. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Liabilities are secured by real property.

          (d) Guarantor hereby waives the pleading of any statute of limitation as a defense to its obligations hereunder.

     Section 4. Reasonableness and Effect of Waivers. Guarantor warrants and agrees that each of the waivers set forth in this Guaranty is made with full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by law.

     Section 5. Transfers by Beneficiaries. Each Beneficiary may, from time to time, whether before or after any discontinuance of this Guaranty, at its sole discretion and without notice to Guarantor, assign or transfer any or all of its portion of the Liabilities or any interest therein in accordance with the terms and conditions of the Operative Documents, and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of this Guaranty, and each and every immediate and successive assignee or transferee of any of the Liabilities or of any interest therein shall, to the extent of such assignee’s or transferee’s interest in the Liabilities, be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were such Beneficiary.

     Section 6. No Waiver by Beneficiaries. No delay in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Guaranty be binding upon any Beneficiary except as expressly set forth in a writing duly signed and delivered on its behalf. No action permitted hereunder shall in any way affect or impair any Beneficiary’s rights or Guarantor’s obligations under this Guaranty. For the purposes of this Guaranty, Liabilities shall include all of the obligations described in the definition thereof, notwithstanding any right or power of Guarantor or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the

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obligations of Guarantor hereunder. Guarantor’s obligations under this Guaranty shall be absolute and unconditional irrespective of any circumstance whatsoever which might constitute a legal or equitable discharge or defense of Guarantor other than proof of indefeasible satisfaction or indefeasible payment in full of the Liabilities guaranteed hereunder. Guarantor hereby acknowledges that there are no conditions to the effectiveness of this Guaranty.

     Section 7. Successors and Assigns. This Guaranty shall be binding upon Guarantor and upon Guarantor’s successors and assigns, and all references herein to Guarantor shall be deemed to include any successor or successors, whether immediate or remote, to such Person.

     Section 8. Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under all Laws, but if any provision of this Guaranty shall be prohibited by or invalid thereunder, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

     Section 9. Notices. All notices, demands, requests, consents, approvals, certificate or other communications required under this Guaranty to be in writing shall be sufficiently given and shall be deemed to have been properly given (i) if delivered by hand, when written confirmation of delivery is received by the sender, (ii) three days after the same is mailed by certified mail, postage prepaid, return receipt requested, or (iii) if sent by overnight courier, twenty-four (24) hours after delivery to such overnight courier, addressed to the person to whom any such notice, demand, request, approval, certificate or other communication is to be given, at the appropriate address of such person as designated below:

If to the Guarantor at:	Terremark Worldwide, Inc. 2601 South Bayshore Drive, Suite 900 Miami, Florida 33133 Attn.: Chief Financial Officer Ph.: (305) 860-7817 Fax: (305) 856-8190
With copy to:	Greenberg Traurig, LLP 1900 University Ave., 5th Floor East Palo Alto, California 94303 Attention: Toni P. Wise Ph.: (650) 289-7887 Fax: (650) 462-7887

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If to the Lessor: Culpeper Lessor 2007-1 LLC
c/o Credit Suisse
Eleven Madison Avenue
New York, New York 10010-3643
Attention: Gregory Strzelichowski
Attention: Larcy Naval
Attention: Shane M. Hadden
Ph.: (212) 325-2000
Fax: (212) 325-6666

     Section 10. Governing Law. This Guaranty shall in all respects be governed by the internal law of the State of New York as to all matters of construction, validity and performance, without regard to conflicts of law principles to the extent permitted by Applicable Law, except Title 14 of Article 5 of the New York General Obligations law.

     Section 11. Submission to Jurisdiction. Guarantor hereto irrevocably and unconditionally:

     (a) submits for itself and its property in any legal action or proceeding relating to this Guaranty or any other Operative Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan, and appellate courts form any thereof; and

     (b) consents that any such action or proceedings may be brought to such courts, and waives any objection that it may now or hereafter have the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

     Section 12. Jury Trial. Guarantor, to the extent permitted by law, hereby voluntarily, knowingly, irrevocably and unconditionally waives any right to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise, among or between the parties hereto arising out of, in connection with, related to, or incidental to the relationship established among the parties in connection with this Guaranty, any other Operative Document or any other document executed or delivered in connection herewith or the transactions related hereto. This waiver shall not in any way affect, waive, limit, amend or modify the ability of the Lessor to pursue any remedies contained in this Guaranty, the other Operative Documents or any other agreement or document related hereto. This provision is a material inducement to the Lessor to enter into the transactions to be consummated by the Operative Documents.

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     Section 13. Incorporation of Covenants. Reference is made to the Purchase Agreement and the representations and warranties of the Guarantor contained in Section 4 of the Purchase Agreement (hereinafter referred to as the “Incorporated Representations and Warranties”) and the covenants contained in Sections 7 and 8 of the Purchase Agreement (hereinafter referred to as the “Incorporated Covenants”). Reference is also made to the definitions set forth in Section 1 of the Purchase Agreement which is used in the Incorporated Representations and Warranties and the Incorporated Covenants, including definitions contained in other provisions of the Purchase Agreement cross-referenced in such definitions (the “Incorporated Definitions”). Guarantor agrees with the Beneficiaries that the Incorporated Representations and Warranties, the Incorporated Covenants and the Incorporated Definitions are hereby incorporated by reference into this Guaranty to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Beneficiaries without giving effect to any waiver, amendment, modification or replacement of the Purchase Agreement or any term or provision of the Incorporated Representations and Warranties, the Incorporated Covenants or the Incorporated Definitions occurring subsequent to the date of this Guaranty. If the Purchase Agreement is terminated or replaced, the representations and warranties contained in Section 4, the covenants contained in Sections 7 and 8 and the relevant definitions contained in Section 1, respectively, of the Purchase Agreement shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Incorporated Definitions hereunder.

     Section 14. Capitalized Terms. Except as otherwise provided herein, capitalized terms used in this Guaranty and not otherwise defined shall have the meanings provided therefor in Appendix I to the Participation Agreement, dated as of the date hereof among Culpeper Lessor 2007-1 LLC, a Delaware limited liability company, as Lessor; NAP of the Capital Region, LLC, a Florida limited liability company, as Lessee; and Guarantor (the “Participation Agreement”).

[Signature Page Follows]

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     In Witness Whereof, Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

TERREMARK WORLDWIDE, INC., a Delaware corporation
By:	/s/ Jose Segrera
	Name:	Jose Segrera
	Title:	Chief Financial Officer

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EX-10.52

Exhibit 10.52

This instrument was prepared by
and when recorded return to:

Edmund S. Pittman, Esq.
McGuireWoods LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
Tax Parcel Nos. 51-83A1 and 51-83A2

Space above this line
for Recorder’s use

Lease Supplement,
Memorandum of Lease Agreement and Remedies

dated as of February 15, 2007

among

Culpeper Lessor 2007-1 LLC,
a Delaware limited liability company,
as the Lessor;

NAP of the Capital Region, LLC,
a Florida limited liability company,
as the Lessee;

and

James W. DeBoer,
as the Trustee

Lease Supplement,
Memorandum of Lease Agreement and Remedies

     This Lease Supplement, Memorandum of Lease Agreement and Remedies (this “Lease Supplement”), dated as of February 15, 2007, is made by and among Culpeper Lessor 2007-1 LLC, a Delaware limited liability company, with an address of Eleven Madison Avenue, New York, New York 10010 (as the “Lessor”, the Lessor being referred to as a “Grantor” and a “Grantee” for indexing purposes); NAP of the Capital Region, LLC, a Florida limited liability company, with an address of c/o Terremark Worldwide, Inc., 2601 S. Bayshore Drive, Miami, Florida 33133, (hereinafter referred to as the “Lessee”, the Lessee being referred to as a “Grantor” and a “Grantee” for indexing purposes); and James W. DeBoer, with an address of c/o First American Title Insurance Company, 1051 East Cary Street, Suite 1111, Richmond, Virginia 23219, as Trustee pursuant to Section 6 hereof (the “Trustee”, the Trustee being referred to as a “Grantee” for indexing purposes).

R e c i t a l s

     A. The Lessor and the Lessee have entered into a Lease Agreement, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Lease”), pursuant to which the Lessor leases to the Lessee, and the Lessee leases from the Lessor, (i) the land more particularly described on Schedule I hereto (the “Land”), (ii) the Improvements (as hereinafter defined) and (iii) the Appurtenances (as hereinafter defined). The Land, the Improvements and the Appurtenances being hereinafter referred to collectively as the “Leased Property”.

     B. The Lessor and the Lessee desire to enter into this Lease Supplement for the purpose of providing record notice of the existence of the Lease and the Lessee’s interest in the Leased Property created thereby and for the other purposes set forth herein.

     Now, Therefore, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

          Section 1. Definitions: Interpretation. (a) For purposes of this Lease Supplement, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in Appendix I to the Participation Agreement, Lease Agreement and other Operative Documents. The rules of interpretation set forth in such Appendix I shall also apply hereto. Copies of the Participation Agreement, the Lease and the other Operative Documents are on file at the office of the Lessor.

               (b) As used herein, the following terms shall have the meanings set forth below:

Lease Supplement,
Memorandum of Lease and Remedies

     “Appurtenances” shall mean (i) all agreements, easements, rights-of-way or use, rights of ingress and/or egress, privileges, appurtenances, tenements, hereditaments and other rights and benefits at any time belonging or pertaining to the Land, and/or the Improvements or any part thereof, including, without limitation, the use of any streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to the Land and/or the Improvements and (ii) all permits, licenses and rights, whether or not of record, pertaining or appurtenant to the Land and/or the Improvements.

     “Improvements” shall mean any and all buildings, structures and improvements hereafter erected on the Land by the Lessee in connection with the making of any Alterations by the Lessee, together with all fixtures, fittings, apparatus, furnishings and equipment constituting a part thereof or incorporated therein, including, without limitation, all heating, electrical, lighting, power, plumbing, air conditioning and ventilation equipment and all replacements of and substitutions for any of the foregoing, but excluding the Lessee’s Personal Property.

     “Lessee’s Personal Property” shall mean all furniture, trade fixtures and equipment which is located on or about the Leased Property and which is either owned by the Lessee or leased by the Lessee from Persons other than the Lessor.

          Section 2. The Leased Property. Subject to the terms and provisions of the Lease, the Lessor has demised and leased the Leased Property to the Lessee, and the Lessee has hired and let the Leased Property from the Lessor, for the term of the Lease described in Section 3(a) below.

          Section 3. Lease Term; Purchase Option, Etc. (a) The Leased Property is leased for a term (the “Lease Term”) commencing on the date of recordation of this Lease Supplement (the “Lease Commencement Date”) and terminating on June 30, 2009 (the “Lease Termination Date”), unless the Lease Term is earlier terminated in accordance with the terms of the Lease. Thereafter, the Lessee has no right under the Lease to renew or extend the Lease Term.

               (b) The Lease contains certain mandatory and optional purchase rights and options during the Lease Term pursuant to which the Lessee may acquire the Leased Property, all as more fully set forth in the Lease.

               (c) In addition to those terms referred to herein, the Lease contains numerous other terms, covenants and conditions which affect the Leased Property, and notice is hereby given that reference should be had to the Lease with respect to the details of such terms, covenants and conditions.

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Lease Supplement,
Memorandum of Lease and Remedies

          Section 4. Ownership of the Leased Property. Lessor and Lessee intend that for all purposes, including federal and all state and local income tax purposes, state property tax, transfer tax and commercial law and bankruptcy purposes, (A) the Lease will be treated as a financing arrangement, (B) the Lessor will be deemed to be making a loan to the Lessee in an aggregate amount equal to the Lease Balance, which loan is secured by the Leased Property, and (C) the Lessee will be treated as the owner of the Leased Property and will be entitled to all tax benefits ordinarily available to an owner of properties like the Leased Property for such tax purposes. Notwithstanding the foregoing, the Lessee acknowledges and agrees that the Lessor has not made any representation or warranty to the Lessee concerning the tax, accounting or legal characteristics of the Operative Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. The parties acknowledge and agree that the characterization of the transaction and Lessee’s obligations as provided in this Section 4 shall not diminish the Lessee’s express rights under the Lease and the other Operative Documents, including, without limitation, the Lessee’s right to purchase the Leased Property.

          Section 5. Grant of Lien and Security Interest; Assignment of Rents. The Lessor and the Lessee intend that for commercial law and bankruptcy law purposes (including the substantive law upon which bankruptcy proceedings are based) (i) the Lease, as supplemented by this Lease Supplement, shall be treated as the repayment by the Lessee of a loan from the Lessor in the principal amount of the Lease Balance, (ii) all payments of Rent and the Lease Balance shall be treated as payments of principal, interest and other amounts owing with respect to such loan, respectively, (iii) the Lessee shall be treated as entitled to all benefits of ownership of the Leased Property or any part thereof, and (iv) the Lease, as supplemented by this Lease Supplement, shall be treated as a deed of trust and security agreement as set forth below for the benefit of the Lessor, as secured party. To effect the foregoing provisions of this Section 5:

               (a) Subject to the terms and conditions of the Lease, as supplemented by this Lease Supplement (including, without limitation, the Lessee’s rights hereunder and thereunder so long as no Event of Default has occurred and is continuing), the Lessee does hereby grant, bargain, sell, convey, assign, transfer and set over to the Trustee, in trust, With Power Of Sale, to the extent permitted by Applicable Law: (i) all of the Lessee’s right, title and interest in the Leased Property; and (ii) all of the Lessee’s right, title and interest in and to all proceeds of the conversion, whether voluntary or involuntary, of any of the above-described property into cash or other liquid claims, including, without limitation, all awards, payments or proceeds, including interest thereon, and the right to receive the same in accordance with the terms of the Lease, which may be made as a result of a casualty, any exercise of the right of eminent domain or deed in lieu thereof, the alteration of the grade of any street and any injury to or decrease in the value thereof, all of the foregoing being referred to hereinafter as the “Security Property.”

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Lease Supplement,
Memorandum of Lease and Remedies

     To Have And To Hold the foregoing rights, interest and properties and all rights, estates, powers and privileges appurtenant thereto, subject however to Permitted Liens unto the Trustee, its successors and assigns, In Trust forever, for the use and purposes herein expressed, but not otherwise.

               (b) Subject to the terms and conditions of the Lease, as supplemented by this Lease Supplement (including, without limitation, the Lessee’s rights hereunder and thereunder so long as no Event of Default has occurred and is continuing), the Lessee hereby grants to the Lessor a security interest in the Lessee’s interest in that portion of the Security Property (the “UCC Property”) subject to the Uniform Commercial Code of the State in which the Leased Property is located (the “UCC”). This Lease Supplement shall also be deemed to be a security agreement and shall support any financing statement showing the Lessor’s interest as a secured party with respect to any portion of the UCC Property described in such financing statement. The Lessee agrees, at its sole cost and expense, to execute, deliver and file from time to time such further instruments as may be requested by the Lessor to confirm and perfect the lien of the security interest in the collateral described in this Lease Supplement.

               (c) The Lessee hereby irrevocably assigns, conveys, transfers and sets over unto the Lessor (subject, however, to the Lease and the rights of the Lessee thereunder and hereunder), all and every part of the rents, issues and profits that may from time to time become due and payable on account of any and all subleases or other occupancy agreements now existing, or that may hereafter come into existence with respect to the Leased Property or any part thereof, including any guaranties of such subleases or other occupancy agreements. Upon request of the Lessor, the Lessee shall execute and cause to be recorded, at its expense, supplemental or additional assignments of any subleases or other occupancy agreements, of the Leased Property. Upon the occurrence and continuance of an Event of Default, the Lessor is hereby fully authorized and empowered in its discretion (in addition to all other powers and rights herein granted), and subject to the Lease and the rights of the Lessee thereunder and hereunder, to apply for and collect and receive all such rents, issues and profits and enforce such guaranty or guaranties, and all money so received under and by virtue of this assignment shall be held and applied as further security for the payment of the indebtedness secured hereby and to assure the performance by the Lessee of its covenants, agreements and obligations under the Lease.

          Section 6. Remedies. (a) If a court shall construe the transactions contemplated by the Lease as indebtedness secured by the Leased Property as provided in Section 5 above, upon the occurrence and continuance of an Event of Default:

     (i) The Trustee shall have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to

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Lease Supplement,
Memorandum of Lease and Remedies

sell the Security Property at the time fixed by the Trustee and at the Leased Property or at such other place in the city or county in which the Leased Property is located, all as set forth in said notice of sale. The Security Property may be sold, either as a whole, or in separate lots or parcels and in such order as the Trustee may elect, at auction to the highest bidder for cash in lawful money of the United States payable at the time of sale, all in accordance with the applicable laws of the jurisdiction in which the Leased Property is located, it being acknowledged that a Power of Sale has been granted in this instrument, which, to the extent permitted by Applicable Law, allows the Trustee to sell the Security Property without going to court in a foreclosure action upon the occurrence and continuance of an Event of Default by the Lessee. The Trustee shall advertise the time, place and terms of sale at least one (1) time a week for three (3) consecutive weeks, in a newspaper having general circulation in the county or city where the Leased Property or any portion thereof lies. The power of sale granted above may be exercised at different times as to different portions of the Leased Property, and if for any reason any executory contract of sale shall not be performed, then new contracts may be made with respect to the same portion of the Leased Property (with or without other portions). If the Trustee deems it best for any reason to postpone or continue the sale at any time, or from time to time, it may do so, in which event the Trustee shall advertise the postponed sale in the same manner as the original advertisement of sale provided for above. Full power and authority is hereby expressly granted and conferred upon the Trustee to make, execute and deliver all necessary deeds of conveyance for the purpose of vesting, in the purchaser or purchasers all right, title and interest that Lessee had in and to the Leased Property, or the portion thereof so sold, and the recital therein shall be received in all courts of law and equity as prima facie evidence of the matters therein stated, and at such sale the Lessor may become a purchaser, and except as otherwise provided in Section 58.1-3340 of the Code of Virginia of 1950, as amended, no purchaser shall be required to see to the proper application of the purchase money. The proceeds of any such sale shall be distributed pursuant to Section 55-59.4 of the Code of Virginia of 1950, as amended. At any sale made pursuant to the terms hereof, the Trustee may require a cash deposit from the successful bidder of not more than ten percent (10%) of the final amount bid by the successful bidder. Unless otherwise specified herein, this paragraph shall be construed under and in accordance with and to incorporate by reference the terms of §§55-59 through 55-60 of the Code of Virginia of 1950, as amended, as its provisions are in force and in effect on the date hereof, with the following and further understandings as in such sections provided:

Exemptions Waived.
Renewal, Extension or Reinstatement Permitted.
Subject to all upon default.

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Lease Supplement,
Memorandum of Lease and Remedies

     (ii) Subject to the terms and conditions hereof, of the Lease and the other Operative Documents, the Lessor, in lieu of exercising any power of sale hereinabove given, may proceed by a suit or suits in equity or at law, for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Security Property, or for the enforcement of any other appropriate legal or equitable remedy.

               (b) Upon the occurrence and continuance of an Event of Default, the Lessor, in addition to and not in lieu of or in diminution of the rights and remedies provided above, shall have all of the rights and remedies of a secured party under the UCC, which rights and remedies may be exercised without application to any court to the extent permitted by the UCC.

               (c) Notwithstanding anything to the contrary contained herein or in any of the other Operative Documents, the Lessee may cure any Event of Default affecting or relating to the Leased Property by exercising its option to purchase the Leased Property as provided in Article XV of the Lease, and, in the event the Lessee purchases the Leased Property as provided in the Lease, the remedies set forth herein shall not be available to the Lessor with respect to such Event of Default.

          Section 7. Ratification. Except as expressly set forth herein, this Lease Supplement does not alter, amend, modify or change the Lease or the exhibits thereto. It is the intent of the parties that this Lease Supplement be in recordable form so as to give notice of and confirm the Lease and exhibits thereto to the same extent as if all of the provisions of the Lease and exhibits thereto were fully set forth herein. The Lease and exhibits thereto are incorporated by reference in this Lease Supplement and, except as expressly modified hereby, the terms and provisions of the Lease are hereby ratified and confirmed and remain in full force and effect.

          Section 8. Original Lease Supplement. Notwithstanding anything to the contrary set forth in the Operative Documents, the single executed original of this Lease Supplement, marked “This Counterpart Is the Original Executed Counterpart” on the signature page thereof shall be the Original Executed Counterpart of this Lease Supplement (the “Original Executed Counterpart”). To the extent that this Lease Supplement constitutes chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest in this Lease Supplement may be created through the transfer or possession of any counterpart other than the Original Executed Counterpart.

          Section 9. Governing Law. This Lease Supplement shall be governed by and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles, except to the extent required by the laws of the Commonwealth of Virginia, in which case, and to such extent, this Lease Supplement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

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Lease Supplement,
Memorandum of Lease and Remedies

          Section 10. Substitution of Trustees. The Trustee hereunder may act at any time upon designation by the Lessor. If the Lessor, in its sole and absolute discretion, shall desire for any reason whatsoever to have a substitute trustee or substitute trustees appointed, then the Lessor is hereby authorized and empowered to appoint, at any time and from time to time, by an instrument duly executed and acknowledged and filed for recordation wherever this Lease Supplement is recorded, a substitute trustee or substitute trustees, in the place and stead of one or more of those initially named herein or subsequently appointed by the Lessor, which trustee or trustees shall have all the rights, powers and authority and be charged with all the duties and responsibilities that are conferred to charged upon the Trustee initially named herein.

          Section 11. Maximum Interest Rate. No provision of this Lease Supplement or any transaction related thereto shall require the payment or permit the collection of interest or any other amount in excess of the maximum permitted by Applicable Law, and the provisions of Section 18.19 of the Lease shall govern all payments of interest or the collection of any other amounts.

          Section 12. Merger. If the fee simple title to the Land and the leasehold interest therein shall be held by the same party, the interest in the Land and the Improvements granted to the Trustee pursuant to the Lease and this Lease Supplement shall not terminate or be merged, and the Lease and this Lease Supplement shall remain in full force and effect.

          Section 13. Counterparts. This Lease Supplement may be executed in several counterparts, each of which shall be an original except as provided in Section 8, above, and all of which together shall constitute but one and the same instrument.

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Lease Supplement,
Memorandum of Lease and Remedies

     In Witness Whereof, each of the parties hereto has caused this Lease Supplement to be duly executed by an officer thereunto duly authorized as of the date and year first above written.

Lessor: Culpeper Lessor 2007-1 LLC, a Delaware limited liability company
By:	Credit Suisse Management LLC
Its:	Sole Member
By:	/s/ Damien Dwin
	Name:	Damien Dwin
	Title:	Vice President
Lessee: NAP of the Capital Region, LLC, a Florida limited liability company
By:	Terremark Worldwide, Inc.
Its:	Sole Member
By:	/s/ Jose Segrera
	Name:	Jose Segrera
	Title:	Chief Financial Officer

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State of __________________	)
	)	SS:
City /County of ____________	)

     The foregoing instrument was acknowledged before me this 15th day of February, 2007, by Damien Dwin as Vice President of Credit Suisse Management LLC, a ____________ limited liability company, acting in its capacity as the sole member of Culpeper Lessor 2007-1 LLC, a Delaware limited liability company, on behalf such entity.

     My commission expires: __________________

/s/ Phyllis Tannenbaum  

Notary Public 

     [Notarial Seal]

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State of __________________	)
	)	SS:
City /County of ____________	)

     The foregoing instrument was acknowledged before me this 15th day of February, 2007, by Jose Segrera, as Chief Financial Officer of Terremark Worldwide, Inc., a Delaware corporation; Sole Member of NAP of the Capital Region, LLC, a Florida limited liability company, on behalf such entity.

     My commission expires: __________________

/s/ Maria D. Rodriguez  

Notary Public 

[Notarial Seal]

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Schedule I
Legal Description of Land

Legal Description

PARCEL I:

ALL THAT CERTAIN LOT OR PARCEL OF LAND TOGETHER WITH ALL BUILDINGS AND IMPROVEMENTS THEREON AND PRIVILEGES AND APPURTENANCES THEREUNTO BELONGING, SITUATED, LYING AND BEING ON THE NORTH SIDE OF U.S. ROUTE 29 BY-PASS IN STEVENSBURG MAGISTERIAL DISTRICT, CULPEPER COUNTY, VIRGINIA, AND BY A SURVEY OF JOHN R. HUDSON, CLS, DATED SEPTEMBER 5, 1979, RECORDED IN DEED BOOK 291 AT PAGE 232, SAID LOT CONTAINS 10.0000 ACRES AND IS MORE FULLY DESCRIBED BY METES AND BOUNDS THEREON.

PARCEL II:

(a) ALL THAT CERTAIN LOT OR PARCEL OF LAND, TOGETHER WITH ALL BUILDINGS AND IMPROVEMENTS THEREON AND PRIVILEGES AND APPURTENANCES THEREUNTO BELONGING, SITUATED, LYING AND BEING ON THE NORTHWEST SIDE OF U.S. ROUTES 29-15 (BYPASS), LOCATED IN THE STEVENSBURG MAGISTERIAL DISTRICT, CULPEPER COUNTY, VIRGINIA, AND ACCORDING TO A SURVEY OF BRIAN THROSSELL, CERTIFIED LAND SURVEYOR, DATED OCTOBER 14, 1985, A COPY OF WHICH IS RECORDED WITH THE DEED RECORDED IN DEED BOOK 340, PAGE 60, WHICH IS INCORPORATED HEREIN BY REFERENCE, IS MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT: “BEGINNING AT A POINT IN THE NORTHERLY RIGHT OF WAY LINE OF ROUTES 29 & 15 (BYPASS), SAID POINT BEING THE MORE EASTERLY CORNER OF THE LAND OF TRICHILO; THENCE, DEPARTING ROUTES 29 & 15 AND RUNNING WITH THE EASTERLY LINE OF SAID TRICHILO, N 24° 68’ 14” W. 770.00 FEET TO A POINT; THENCE, DEPARTING TRICHILO AND RUNNING WITH NEW DIVISION LINES THROUGH THE TRACT; N, 56° 10’ 23” E. 934.32 FEET TO A POINT AND S. 53° 49’ 53” E. 809.68 FEET TO A POINT IN THE AFOREMENTIONED NORTHERLY RIGHT OF WAY LINE OF ROUTES 29 & 15; THENCE, RUNNING WITH SAID NORTHERLY RIGHT OF WAY LINE, S. 51° 54’ 01” W. 111.82 FEET TO A POINT; S. 55° 41’ 04” W. 598.08 FEET TO A POINT; S. 60° 10’ 57” W. 199.81 FEET TO A POINT; S. 53° 43’ 56” W. 199.57 FEET TO A POINT AND S. 58° 13’ 54” W. 221.72 FEET TO THE POINT OF BEGINNING, CONTAINING 20.000 ACRES.”

(b) TOGETHER WITH A NON-EXCLUSIVE USE OF A CERTAIN 60-FOOT WIDE RIGHT OF WAY FOR THE PURPOSE OF INGRESS AND EGRESS AS IS MORE FULLY SET FORTH IN A DEED RECORDED IN DEED BOOK 340, PAGE 60 AND ON A PLAT BY BRIAN THROSSELL, C.L.S., DATED OCTOBER 14, 1985, WHICH IS INCORPORATED HEREIN BY REFERENCE.

EX-10.53

Exhibit 10.53

APPENDIX I
TO
PARTICIPATION AGREEMENT,
LEASE AGREEMENT AND OTHER OPERATIVE DOCUMENTS

DEFINITIONS AND INTERPRETATION

     A. Interpretation. In each Operative Document, unless a clear contrary intention appears, (i) the singular number includes the plural number and vice versa, (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Operative Documents, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, (iii) reference to any gender includes each other gender, (iv) reference to any agreement (including any Operative Document), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Operative Documents, (v) reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision, (vi) reference in any Operative Document to any Article, Section, Appendix, Schedule or Exhibit means such Article or Section thereof or Appendix, Schedule or Exhibit thereto, (vii) “hereunder”, “hereof”, “hereto” and words of similar import shall be deemed references to an Operative Document as a whole and not to any particular Article, Section or other provision hereof, (viii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term, (ix) “or” is not exclusive and (x) relative to the determination of any period of time, “from” means “from and including”, “to” means “to but not including” and “through” means “to and including”.

     B. Accounting Terms. In each Operative Document, unless expressly otherwise provided, accounting terms shall be construed and interpreted, and accounting determinations and computations shall be made, in accordance with GAAP.

     C. Conflict in Operative Documents. If there is any conflict between any Operative Documents, such Operative Document shall be interpreted and construed, if possible, so as to avoid or minimize such conflict but, to the extent (and only to the extent) of such conflict, in the event of any conflict between the Participation Agreement and any other Operative Document, the Participation Agreement shall control.

     D. Defined Terms. Unless a clear contrary intention appears, terms defined herein have the respective indicated meanings when used in each Operative Document.

     “Acceleration” means the acceleration of the Lessee’s obligation to pay the Lease Balance and purchase the Lessor’s interest in the Leased Property pursuant to the provisions of Article XIV of the Lease, including, without limitation, the acceleration of such obligation pursuant to Section 15.3 of the Lease.

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     “Address” means, with respect to any Person, such Person’s address set forth in Section 8.2 of the Participation Agreement or such other address as such Person shall have identified to the parties to the Participation Agreement in writing.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlling,” “controlled by” and “under common control with”), 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 policies of such Person, whether through the ownership of voting securities or by contract or otherwise; provided, however, (but without limiting the foregoing) that no pledge of voting securities of any Person without the current right to exercise voting rights with respect thereto shall by itself be deemed to constitute control over such Person.

     “After-Tax Basis” means (i) with respect to any payment to be received by an Indemnitee (which, for purposes of this definition, shall include any Tax Indemnitee), the amount of such payment supplemented by a further payment or payments so that, after deducting from such payments the amount of all Taxes (net of any Tax credits, refunds, deductions or reductions or other Tax benefits arising from the payment by the Indemnitee of any amount, including Taxes, for which the Indemnitee is being indemnified) actually then-currently imposed on the Indemnitee by any Governmental Authority or taxing authority with respect to such payments, the balance of such payments shall be equal to the original payment to be received and (ii) with respect to any payment to be made by any Indemnitee, the amount of such payment supplemented by a further payment or payments so that, after increasing such payment by the amount of any current credits or other Tax benefits realized by the Indemnitee under the laws of any Governmental Authority or taxing authority resulting from the making of such payments, the sum of such payments (net of such credits or benefits) shall be equal to the original payment to be made; provided, however, for the purposes of this definition, and for purposes of any payment to be made to an Indemnitee on an after-tax basis, it shall be assumed that such Indemnitee is subject to taxation at the highest marginal federal income tax rate applicable to corporations and the highest marginal state and local tax rates generally applicable to corporations in the jurisdiction in which such Indemnitee has its principal place of business and that such Indemnitee has sufficient income to utilize any deductions, credits (other than foreign tax credits, the use of which shall be determined on an actual basis) and other Tax benefits arising from any payments described in clause (ii) of this definition.

     “Alterations” means the construction or installation of non-trade fixtures, alterations, improvements, modifications, changes, replacements, removals and additions to the Leased Property including without limitation, any repair or restoration pursuant to Article XI of the Lease or otherwise.

     “Applicable Law” means all existing and future applicable laws, rules, regulations (including Environmental Laws) statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authorities, and applicable judgments, decrees, injunctions, writs, orders or like action of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction (including those pertaining to health, safety or the environment (including, without limitation, wetlands) and those pertaining to

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the construction, use or occupancy of the Leased Property) and any restrictive covenant or deed restriction or easement of record affecting the Leased Property.

     “Applicable Rate” means a rate per annum equal at all times during each respective Interest Period to the sum of (a) the LIBO Rate, plus (b) five and 50/100 percent (5.5%) per annum, plus (c) commencing on January 1, 2009, an additional one percent (1%) per annum%.

     “Approved Leasehold Financing” is defined in Section 10.4(a) of the Lease.

     “Approved Leasehold Mortgagee” is defined in Section 10.4(a) of the Lease.

     “Appurtenances” shall mean all (i) agreements, easements, rights-of-way or use, rights of ingress and/or egress, privileges, appurtenances, tenements, hereditaments and other rights and benefits at any time belonging or pertaining to the Land and/or the Improvements or any part thereof, including, without limitation, the use of any streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to the Land and/or the Improvements, and (ii) permits, licenses and rights, whether or not of record, pertaining or appurtenant to the Land and/or the Improvements.

     “Awards” means any award or payment received by or payable to the Lessor or the Lessee on account of any Condemnation or Event of Taking (less the actual costs, fees and expenses incurred in the collection thereof, for which the Person incurring the same shall be reimbursed from such award or payment as permitted or required by the Operative Documents).

     “Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. Section 101 et seq.

     “Bankruptcy Law” means the Bankruptcy Code or any other applicable insolvency law or law for the relief of debtors of the United States of America or any State or Commonwealth thereof.

     “Basic Rent” means an amount equal to the product of (a) the Applicable Rate and (b) the Lease Balance as of the applicable Rent Payment Date.

     “Break Funding Amount” is defined in Section 5.10(b) of the Participation Agreement.

     “Business Day” means any day other than a Saturday, Sunday or other day on which banks are required or authorized by law or custom to be closed for business in New York, New York.

     “Casualty” means an event of damage or casualty relating to all or part of the Leased Property which does not constitute an Event of Loss.

     “Claims” means liabilities, obligations, damages, losses, demands, penalties, fines, assessments by federal state or local authorities, claims, actions, suits, judgments, settlements, utility charges, costs, expenses and disbursements (including, without limitation, reasonable legal fees and expenses) of any kind and nature whatsoever.

     “Closing Date” means February 15, 2007 or such other date as is determined by the Lessor and the Lessee for the closing of the Overall Transaction.

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     “Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time, or any comparable successor law.

     “Commitment Letter” means that certain Commitment Letter from Lessor’s Affiliates, Credit Suisse Securities (USA) LLC and Credit Suisse, Cayman Islands Branch, accepted and agreed to by Guarantor, effective January 5, 2007, including the Termsheet attached thereto.

     “Condemnation” means any condemnation, requisition, confiscation, seizure or other taking, whether temporary or permanent, or sale of the use, occupancy or title to the Leased Property or any part thereof in, by or on account of any actual eminent domain proceeding or other action by any Governmental Authority or other Person under the power of eminent domain, or any transfer in lieu of or in anticipation thereof, which in any case does not constitute an Event of Taking. A Condemnation shall be deemed to have “occurred” on the earliest of the dates that use, occupancy or title is taken.

     “Contemplated Lease Financing” shall have the meaning provided therefor in the Purchase Agreement, and defined terms used in such definition shall also have the meanings provided therefor in the Purchase Agreement.

     “Contractual Obligation” means, as applied to any Person, any provision of any Securities issued by that Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject (including, without limitation, any restrictive covenant affecting any of the properties of such Person).

     “Default” means any event, condition or failure which, with notice or lapse of time or both, would become an Event of Default.

     “Environmental Laws” means and includes the Resource Conservation and Recovery Act of 1976, (RCRA) 42 U.S.C. §§ 6901-6987, as amended by the Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601-9657, (CERCLA), the Hazardous Materials Transportation Act of 1975, 49 U.S.C. §§ 1801-1812, the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2671, the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq., and all similar federal, state and local environmental laws, ordinances, rules, orders, statutes, decrees, judgments, injunctions, codes and regulations, and any other federal, state or local laws, ordinances, rules, codes and regulations relating to the environment, human health or natural resources or the regulation or control of or imposing liability or standards of conduct concerning the environment (including the protection of human health from environmental hazards), Hazardous Materials or the clean-up or other remediation of the Leased Property, or any part thereof, as any of the foregoing may have been from time to time amended, supplemented or supplanted.

     “Environmental Permits” means all permits, licenses, authorizations, certificates and approvals of Governmental Authorities required by Environmental Laws.

     “Environmental Site Assessment” means a Phase One environmental site assessment (the scope and performance of which meets or exceeds ASTM Standard Practice E1527-05 Standard

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Practice for Environmental Site Assessments: Phase One Environmental Site Assessment Process (and which meets the “all appropriate inquiry” standards as required under Environmental Laws)) of the Leased Property, and, if warranted based upon a reasonable interpretation of the Phase One assessment, a Phase Two environmental site assessment, and otherwise in form and scope reasonably satisfactory to the Lessor and prepared by an environmental engineer or consultant reasonably satisfactory to the Lessor.

     “Environmental Violation” means any action, omission, occurrence or condition that violates or results in non-compliance with any Environmental Law.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time or any successor federal statute.

     “ERISA Affiliate” means any corporation or any trade or business (whether or not incorporated) that, together with the Lessee or the Guarantor, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

     “ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than a reportable event for which the notice to the PBGC is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Lessee, the Guarantor or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Lessee, the Guarantor or any ERISA Affiliate from the PBGC or a Plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Lessee, the Guarantor or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan, or as a result of any failure to comply with ERISA in connection with any Plan or Multiemployer Plan; or (g) the receipt by the Lessee, the Guarantor or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Lessee, the Guarantor or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

     “Eurocurrency Reserve Requirements” means, for any day, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System of the United States (or any successor) (the “Board”) or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

     “Event of Default” means any event or condition designated as an “Event of Default” in Article XIII of the Lease.

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     “Event of Loss” is defined in Section 11.1 of the Lease.

     “Event of Taking” is defined in Section 11.2 of the Lease.

     “Fair Market Sales Value” means, with respect to the Leased Property or any portion thereof, the fair market sales value as determined by an independent appraiser chosen by the Lessor that would be obtained in an arms-length transaction between an informed and willing buyer (other than a lessee currently in possession) and an informed and willing seller, under no compulsion, respectively, to buy or sell and neither of which is related to the Lessor or the Lessee, for the purchase of the Leased Property. Such fair market sales value shall be calculated as the value for the use of the Leased Property assuming, in the determination of such fair market sales value, that the Leased Property is in the condition and repair required to be maintained by the terms of the Lease (unless such fair market sales value is being determined for purposes of Section 14.1 of the Lease and except as otherwise specifically provided in the Lease, or the Participation Agreement, in which case this assumption shall not be made).

     “Falcon Purchase Agreement” means the Purchase Agreement, dated as of December 31, 2004, by and among the Guarantor, the guarantors named therein, the agent named therein and the purchasers named therein.

     “Fee Mortgagee” means any Person to whom the Lessor grants a deed of trust or mortgage lien on the Leased Property pursuant to Section 10.5 of the Lease.

     “Final Rent Payment Date” is defined in Section 14.1(e) of the Lease.

     “Full Replacement Cost” is defined in Section 9.1 of the Lease.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time and consistently applied.

     “Governmental Action” means all permits, authorizations, registrations, consents, approvals, waivers, exceptions, variances, orders, judgments, decrees, licenses, exemptions, publications, filings, notices to and declarations of or with, or required by, any Governmental Authority, or required by any Applicable Law and shall include, without limitation, all siting, building, environmental and operating permits and licenses that are required for the acquisition, construction, transfer, use, occupancy, zoning and operation of the Leased Property.

     “Governmental Authority” means the government of the United States of America, the government of any other nation, any political subdivision of the United States of America or any other nation (including, without limitation, any state, territory, federal district, municipality or possession) and any federal, state, county, municipal or other governmental or regulatory authority, agency, board, body, commission, instrumentality or court, or any political subdivision thereof.

     “Guarantor” means Terremark Worldwide, Inc., a Delaware corporation, its permitted successors and assigns.

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     “Guaranty” means the Guaranty, dated as of the date of the Participation Agreement and effective as of the effective date of the Participation Agreement, made by the Guarantor for the benefit of the Lessor, together with any amendments and supplements thereto.

     “Hazardous Material” means any substance, waste or material which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, including petroleum, crude oil or any fraction thereof, petroleum derivatives, by products and other hydrocarbons and is or becomes regulated under any Environmental Law and also including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls (“PCBs”), toxic mold and radon gas.

     “Improvements” means the improvements described on Appendix II of the Lease.

     “Indebtedness” shall have the meaning provided therefor in the Purchase Agreement, and defined terms used in such definition shall also have the meanings provided therefor in the Purchase Agreement.

     “Indemnified Claims” is defined in Section 7.3 of the Participation Agreement.

     “Indemnitee” means the Lessor and its Affiliates, successors, permitted assigns, permitted transferees, stockholders, partners, members, employees, officers, directors and agents; provided, however, that in no event shall the Lessee be an Indemnitee.

     “Indemnitee Group” means the respective successors, assigns, stockholders, partners, members, employees, officers, directors and agents of the Lessor and its Affiliates.

     “Insurance Requirements” means all terms and conditions of any insurance policy either required by the Lease or by any of the Operative Documents to be maintained by the Lessee and all reasonable and appropriate requirements of the issuer of any such policy.

     “Interest Period” means (i) initially, the period commencing on the Closing Date through and including the last day of the third full calendar month following the month in which the Closing Date occurs, and (ii) each three-month period thereafter.

     “Land” means the land described in Appendix II to the Lease including all Appurtenances.

     “Late Charge” means any interest at the Overdue Rate and late charges payable by the Lessee pursuant to Section 4.4 of the Lease.

     “Laws” means all ordinances, statutes, rules, regulations, orders, injunctions, writs, treaties or decrees of any Governmental Authority or any governmental or political subdivision or agency thereof, or of any court or similar entity established by any thereof.

     “Lease” means the Lease Agreement, dated as of the date of the Participation Agreement and effective as of the effective date of the Participation Agreement, between the Lessor and the Lessee, together with any amendments and supplements thereto, and including the Lease Supplement.

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     “Lease Balance” means, as of any date of determination, an amount equal to the sum of (i) the original principal balance of Four Million Four Hundred Thirty-One Thousand Eight Hundred Eleven and 99/100 Dollars ($4,431,811.99) advanced by the Lessor on the Closing Date, as the same may be increased from time to time to account for any PIK Rent Payment(s) made by the Lessee pursuant to Section 4.3(b) of the Lease, and (ii) without duplication, all accrued and unpaid Basic Rent, all Supplemental Rent then payable, and all other amounts owing under the Operative Documents as of such date by the Lessee to the Lessor.

     “Lease Supplement” means the Lease Supplement, Memorandum of Lease and Remedies, dated as of the date of the Participation Agreement, between the Lessor, the Lessee and James W. DeBoer, as trustee, which describes the Lease and certain of its provisions, and is intended to be recorded in the Real Property Records.

     “Lease Term” means (i) the Term of the Lease or (ii) such shorter period as may result from earlier termination of the Lease as provided therein.

     “Lease Termination Date” means June 30, 2009, or such earlier date on which the Lease Term shall end as provided in the Lease.

     “Leased Property” means the Land and the Improvements, taken together.

     “Lessee” means NAP of The Capital Region, LLC, a Florida limited liability company, and its permitted successors and assigns.

     “Lessee Financing Statements” means such UCC financing statements required to be filed by the UCC to perfect the security interests described in the Lease, with the Lessee as the debtor and the Lessor as the secured party.

     “Lessee’s Net Payment” is defined in Section 15.2(b) of the Lease.

     “Lessee’s Personal Property” is defined in Article XVI of the Lease.

     “Lessor” means Culpeper Lessor 2007-1 LLC, a Delaware limited liability company, its successors and assigns.

     “Lessor Liens” means Liens on or against the Leased Property or any portion thereof, the Lease or any payment of Rent under the Lease which result from any act of, or any Claim against, the Lessor unrelated to the Operative Documents.

     “LIBO Base Rate” means, with respect to each day during each Interest Period, the rate per annum determined by the Lessor or its Affiliate at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth by any service selected by the Lessor or its Affiliate that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Base Rate” shall be the interest rate per annum determined by the Lessor or its Affiliate to be the average of the rates per

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annum at which deposits in dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Lessor or its Affiliate at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

     “LIBO Rate” means, with respect to each day during each Interest Period, a rate per annum determined for such day in accordance with the following formula:

LIBO Base Rate

1.00 — Eurocurrency Reserve Requirements

     “Lien” means any lien, mortgage, deed of trust, encumbrance, pledge, charge, lease, easement, servitude, right of others (legal or equitable) or security interest of any kind, including any thereof arising under any conditional sale or other title retention agreement and in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

     “Loss Proceeds” shall have the meaning specified in Section 11.6 of the Lease.

     “Material” means material in relation to the business, operations, affairs, condition (financial or otherwise), assets, properties, or prospects of the Lessee or the Guarantor and, with respect to the Leased Property, that could have a material adverse effect on the Leased Property, the value of the Leased Property or the usefulness, utility or useful life of the Improvements.

     “Material Adverse Effect” means, with respect to the Lessee or the Guarantor, a material adverse effect on (i) the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or financial prospects of the Lessee or the Guarantor, as applicable, (ii) the ability of Lessee to perform its obligations under the Operative Documents to which it is a party, (iii) the validity or enforceability of any of the Operative Documents or any rights or remedies under any thereof, or (iv) the development, occupancy, use, operation, utility or useful life or value of the Leased Property.

     “Multiemployer Plan” means a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which the Lessee, the Guarantor or any ERISA Affiliate has or had an obligation to contribute.

     “Official Recorder” means the Governmental Authority that maintains the Real Property Records in any jurisdiction in which the Leased Property is located.

     “Operative Documents” means the Participation Agreement, the Lease, the Lease Supplement, and the Guaranty.

     “Outstanding Lease Obligations” is defined in Section 15.2(b) of the Lease.

     “Overall Transaction” means all the transactions and activities referred to in or contemplated by the Operative Documents.

     “Overdue Rate” means the lesser of (i) the highest interest rate permitted by Applicable Law and (ii) an interest rate per annum equal to the Applicable Rate, plus two percent (2%).

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     “Participation Agreement” means the Participation Agreement, dated as of February ___, 2007, among the Lessor, the Lessee and the Guarantor, together with all amendments and supplements thereto.

     “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 10756, as amended.

     “PBGC” is the Pension Benefit Guaranty Corporation.

     “Pension Plan” means any pension or other benefit plan subject to the provisions of ERISA.

     “Permitted Encumbrances” means easements, rights of way and reservations against the Land that are listed on Schedule B to Title Policy or permitted by Article VI of the Lease and, in each case, accepted by the Lessor.

     “Permitted Liens” means (i) the respective rights and interests of the Lessee and the Lessor as provided in the Operative Documents, (ii) Lessor Liens, (iii) Liens for Taxes not yet due, (iv) materialmen’s, mechanics’, workers’, repairmen’s, employees’ or other like Liens arising after the Closing Date in the ordinary course of business for amounts either not yet due or being contested in good faith and by appropriate proceedings and so long as (I) no Event of Default shall have occurred and be continuing, (II) such proceedings shall not involve any risk of the sale, forfeiture or loss of any part of the Leased Property, title thereto or any interest therein and shall not interfere with the use or disposition of the Leased Property or the payment of Rent, and (III) any reserve or other appropriate provision required by GAAP shall have been made in respect of the Lien, so long as enforcement thereof is stayed pending such proceedings, and Lessee will promptly, and in any event, not later than 30 days after Lessee acquires actual knowledge of the filing thereof, and prior to the enforcement of the same, at its own expense, remove and discharge of record, by bond or otherwise, any such Lien, and (v) as to the Land, Permitted Encumbrances.

     “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Government Authority.

     “PIK Rent Payment” is defined in Section 4.3(b) of the Lease.

     “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) (i) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and (ii) in respect of which Guarantor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” or a “contributing sponsor” as defined in Sections 3(5) and 4001(a)(13) of ERISA, respectively.

     “Property Costs” is defined in Section 2.6 of the Participation Agreement.

     “Purchase Agreement” means the Purchase Agreement, dated as of January 5, 2007, by and among the Guarantor, as issuer, the guarantors named therein, the agent named therein, and the purchasers named therein.

     “Purchase Option” is defined in Section 15.1 of the Lease.

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     “Purchase Option Price” means an amount equal to the Lease Balance as of the closing date of the purchase of the Leased Property pursuant to the exercise by the Lessee of the Purchase Option set forth in, and in accordance with, Section 15.1 of the Lease.

     “Purchase Procedure” means Purchase Procedure as defined in Section 15.5 of the Lease.

     “Real Property Records” means the publicly available records maintained by the Official Recorder for the recordation of deeds, mortgages and other instruments affecting the title to real property in the jurisdiction of the Official Recorder.

     “Release” means any release, pumping, pouring, emptying, injecting, escaping, leaching, dumping, seepage, spill, leak, flow, discharge, disposal or emission of a Hazardous Material into or upon or under any land or water or air, or otherwise into the environment, including, without limitation, by means of burial, disposal, discharge, emission, injection, spillage, leakage, seepage, leaching, dumping, pumping, pouring, escaping, emptying, placement and the like.

     “Rent” means Basic Rent and Supplemental Rent, collectively, as provided under the Lease.

     “Rent Payment Date” means the first day of each calendar quarter during the Lease Term, commencing on April 1, 2007, with the last Rent Payment Date being the Lease Termination Date.

     “Rent Period” means initially the period commencing on the Closing Date and ending on the first Rent Payment Date, and thereafter each period from one Rent Payment Date to the next following Rent Payment Date.

     “Reportable Event” means a “reportable event” as defined by Title IV of ERISA and applicable regulations thereunder (other than a reportable event for which notice to the PBGC is waived).

     “Requirements of Law” means, as to any Person, the charter and by-laws or other organizational or governing documents of such Person, and any law, rule or regulation, permit, approval, authorization, license or variance, order or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, the Securities Act, the Securities Exchange Act, Regulations T, U and X, and any building, environmental or land use requirement or permit or occupational safety or health law, rule or regulation.

     “Responsible Officer” means, with respect to any Person, the Chief Executive Officer, the President, any Senior Vice President or Executive Vice President, any Vice President, the Chief Financial Officer, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer.

     “Sales Proceeds” is defined in Section 15.2(b) of the Lease.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Senior Notes” means the notes issued by the Guarantor pursuant to the Falcon Purchase Agreement.

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     “Standby Fee” means the Standby Fees payable by the Lessee or Guarantor pursuant to the Commitment Letter.

     “State” means the Commonwealth of Virginia.

     “Subordinated Notes” means the notes issued by the Guarantor pursuant to the Purchase Agreement.

     “Subsidiary” means for any Person any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person.

     “Supplemental Rent” means any and all amounts, liabilities and obligations other than Basic Rent which the Lessee assumes or agrees or is otherwise obligated to pay under the Lease or any other Operative Document (whether or not designated as Supplemental Rent) to the Lessor or any other party, including, without limitation, late charges and default interest, Taxes, assessments, insurance premiums, fees, and all other costs and expenses of every nature whatsoever incurred by Lessee incident to ownership, management, maintenance, repair, replacement, restoration, and operation of the Leased Property, amounts under Articles XV and XVII of the Lease, Fair Market Sales Value payments and indemnities, the Standby Fee and expenses and damages for breach of any covenants, representations, warranties or agreements.

     “Tax” or “Taxes” is defined in Section 7.4 (a) of the Participation Agreement.

     “Tax Indemnitee” means the Lessor and its Affiliates, successors, permitted assigns, permitted transferees, employees, officers, directors and agents thereof, provided, however, that in no event shall the Lessee be a Tax Indemnitee.

     “Term” is defined in Section 2.2 of the Lease.

     “Terremark” means Terremark Worldwide, Inc., a Delaware corporation.

     “Title Insurance Company” means First American Title Insurance Company and its successors and assigns.

     “Title Policy” is defined in Section 3.1(a)(v) of the Participation Agreement.

     “Transaction Expenses” means all costs and expenses incurred in connection with the preparation, execution and delivery of the Operative Documents and the transactions contemplated by the Operative Documents, including without limitation:

     (a) the reasonable fees, out-of-pocket expenses and disbursements of counsel for each of the Transaction Parties in negotiating the terms of the Operative Documents and the other transaction documents, preparing for the closing under, and rendering opinions in connection with, such transactions and in rendering other services customary for counsel representing parties to transactions of the types involved in the transactions contemplated by the Operative Documents;

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     (b) the reasonable fees, out-of-pocket expenses and disbursements of any law firm or other external counsel of any of the Transaction Parties in connection with (1) any amendment, supplement, waiver or consent with respect to any Operative Documents and (2) any enforcement of any rights or remedies against the Lessor or the Lessee in respect of the Operative Documents;

     (c) any other reasonable fees, out-of-pocket expenses, disbursements or cost of the Transaction Parties related to the Operative Documents or any of the other transaction documents;

     (d) any and all Taxes and fees incurred in recording, registering or filing any Operative Document or any other transaction document, any deed, declaration, mortgage, security agreement, notice or financing statement with any public office, registry or governmental agency in connection with the transactions contemplated by the Operative Documents;

     (e) any title fees, premiums and escrow costs and other expenses relating to title insurance and the closings contemplated by the Operative Documents; and

     (f) all expenses relating to all Environmental Site Assessments.

     “Transaction Parties” means, collectively, the Lessor, the Lessee and the Guarantor.

     “UCC” means the Uniform Commercial Code of the State, as in effect from time to time.

     “UCC Financing Statements” means the Lessee Financing Statements and any other Uniform Commercial Code Financing Statement given by the Lessee to be filed with the offices of the Virginia State Corporation Commission, the Real Property Records (as to fixture filings) and the applicable personal property records offices for each such filing.

     “Withdrawal Liability” means liability to the Lessee, the Guarantor or any ERISA Affiliate as a result of its complete or partial withdrawal from a Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

[End of Appendix I]

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