Exhibit 10.3


 


Reference
is made to the Intercreditor Agreement described below. The Lender, by accepting the benefits of the security provided
hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii)
agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor
Agreement, (iii) authorizes (or is deemed to authorize) the Lender to enter into, and perform under, the Intercreditor Agreement
and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available,
to the Lender. 


 


Notwithstanding any other provision
contained herein, this Security Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for
herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency
between the provisions of this Security Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement
shall control. 


 


SECOND LIEN
PLEDGE AND SECURITY AGREEMENT

and irrevocable proxy


 


This SECOND LIEN PLEDGE
AND SECURITY AGREEMENT AND IRREVOCABLE PROXY, dated as of March 12, 2015 (as amended, supplemented, amended and restated or otherwise
modified from time to time, this “Security Agreement”), is entered into by EPL Oil & Gas, Inc., a Delaware
corporation (“EPL”), and each Subsidiary Guarantor party hereto on the date hereof or that becomes a party hereto
after the date hereof (EPL and each such Subsidiary Guarantor from time to time a party hereto, collectively, the “Grantors”
and each, individually, a “Grantor”), in favor of Energy XXI Gulf Coast, Inc., a Delaware corporation, (together
with any successor(s) and assign(s) thereto, the “Lender”).


 


WITNESSETH:


 


A.           EPL
and the Lender have heretofore entered into that certain Secured Second Lien Promissory Note, dated as of March 12, 2015 (as the
same may be amended, modified, supplemented or restated from time to time, herein called the “Note”).


 


B.           As
a condition under the Note, each Grantor is required to execute and deliver this Security Agreement.


 


C.           Each
Grantor has duly authorized the execution, delivery and performance of this Security Agreement.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 




    	 	 	Pledge and Security Agreement and
Irrevocable Proxy



    	 



    

 


ARTICLE
I

DEFINITIONS


 


SECTION 1.1. Certain
Terms. The following terms (whether or not underscored) when used in this Security Agreement, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):


 


“Business
Days” means any day that is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or required
to be closed in New York, New York.


 


“Capital Securities”
means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting
or non-voting) of such Person’s capital (including all capital stock, partnership, membership or other equity interests in
such Person), whether or not certificated.


 


“Collateral”
is defined in Section 2.1.


 


“Collateral
Account” is defined in Section 4.3(b).


 


“Lender”
is defined in the preamble.


 


“Computer
Hardware and Software Collateral” means (a) all computer and other electronic data processing hardware, integrated computer
systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives,
hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and all peripheral devices
and other related computer hardware, including all operating system software, utilities and application programs in whatsoever
form, (b) software programs (including both source code, object code and all related applications and data files), designed for
use on the computers and electronic data processing hardware described in clause (a) above, (c) all firmware associated
therewith, (d) all documentation (including flow charts, logic diagrams, manuals, guides, specifications, training materials, charts
and pseudo codes) with respect to such hardware, software and firmware described in the preceding clauses (a) through (c),
and (e) all rights with respect to all of the foregoing, including copyrights, licenses, options, warranties, service contracts,
program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications and
any substitutions, replacements, improvements, error corrections, updates, additions or model conversions of any of the foregoing.


 


“Control Agreement”
means an authenticated record in form and substance reasonably satisfactory to the Lender, that provides for the Lender to have
“control” (as defined in the UCC) over certain Collateral.


 


“Copyright
Collateral” means all copyrights of any Grantor, registered or unregistered and whether published or unpublished, now
or hereafter in force throughout the world including all of such Grantor’s rights, titles and interests in and to all copyrights
registered in the United States Copyright Office or anywhere else in the world, including without limitation those copyrights referred
to in Item C of Schedule III hereto, and registrations and recordings thereof and all applications for registration
thereof, whether pending or in preparation, all copyright licenses, the right to sue for past, present and future infringements
of any of the foregoing, all rights corresponding thereto, all extensions and renewals of any thereof and all Proceeds of the foregoing,
including licenses, royalties, income, payments, claims, damages and Proceeds of suit, which are owned or licensed by such Grantor.


 




    	 	2	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


“Credit Agreement”
shall have the meaning provided to the term “Priority Credit Agreement” in the Intercreditor Agreement.


 


“Distributions”
means all cash, cash dividends, stock dividends, other distributions, liquidating dividends, shares of stock resulting from (or
in connection with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, mergers, consolidations,
and all other distributions or payments (whether similar or dissimilar to the foregoing) on or with respect to, or on account of,
any Pledged Share or Pledged Interest or other rights or interests constituting Collateral.


 


“Equipment”
is defined in Section 2.1(a).


 


“First Lien
Administrative Agent” shall have the meaning provided to the term “Priority Lien Agent” in the Intercreditor
Agreement.


 


“General Intangibles”
means all “general intangibles” and all “payment intangibles”, each as defined in the UCC, and shall include
all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations
and all Intellectual Property Collateral (in each case, regardless of whether characterized as general intangibles under the UCC).


 


“Governmental
Approval” is defined in Section 2.1(f).


 


“Grantor”
is defined in the preamble.


 


“Indemnified
Parties” is defined in Section 6.5(a).


 


“Intellectual
Property Collateral” means, collectively, the Computer Hardware and Software Collateral, the Copyright Collateral, the
Patent Collateral, the Trademark Collateral and the Trade Secrets Collateral.


 


“Intercreditor
Agreement” means that certain Intercreditor Agreement dated as of March 12, 2015 by and between Lender and the First
Lien Administrative Agent.


 


“Inventory”
is defined in Section 2.1(b).


 


“Lien”
means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), privilege, charge against or security interest in property, or other priority or preferential arrangement of any kind
or nature whatsoever, including any conditional sale or title retention arrangement, any capitalized lease liability and any assignment,
deposit arrangement or financing lease intended as security.


 




    	 	3	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


“Patent Collateral”
means (a) all inventions and discoveries, whether patentable or not, all letters patent and applications for letters patent throughout
the world, including without limitation those patents referred to in Item A of Schedule III hereto, and any patent
applications in preparation for filing, (b) all reissues, divisions, continuations, continuations-in-part, extensions, renewals
and reexaminations of any of the items described in clause (a), (c) all patent licenses, and other agreements providing
any Grantor with the right to use any items of the type referred to in clauses (a) and (b) above, and (d) all Proceeds
of, and rights associated with, the foregoing (including licenses, royalties income, payments, claims, damages and Proceeds of
infringement suits), the right to sue third parties for past, present or future infringements of any patent or patent application,
and for breach or enforcement of any patent license.


 


“Person”
means any natural person, corporation, limited liability company, partnership, limited partnership, joint venture, association,
trust or unincorporated organization, governmental authority or any other legal entity, whether acting in an individual, fiduciary
or other capacity.


 


“Pledged Interests”
means all Capital Securities or other ownership interests of any Pledged Interests Issuer described in Item A of Schedule
I hereto; all registrations, certificates, articles, by-laws, regulations, limited liability company agreements or constitutive
agreements governing or representing any such interests; all options and other rights, contractual or otherwise, at any time existing
with respect to such interests, as such interests are amended, modified, or supplemented from time to time, and together with any
interests in any Pledge Interests Issuer taken in extension or renewal thereof or substitution therefor.         


 


“Pledged Interests
Issuer” means each Person identified in Item A of Schedule I hereto as the issuer of the Pledged Shares
or the Pledged Interests identified adjacent to the name of such Person.


 


“Pledged Note
Issuer” means any issuer of a Pledged Note.


 


“Pledged Notes”
means all promissory notes issued to any Grantor, as such promissory notes are amended, modified or supplemented from time to time
and together with any promissory note of any Pledged Note Issuer taken in extension or renewal thereof or substitution therefor.


 


“Pledged Property”
means all Pledged Notes, Pledged Interests, Pledged Shares, all assignments of any amounts due or to become due with respect to
the Pledged Interests or the Pledged Shares, all other instruments which are required to be delivered by any Grantor to the Lender
under this Security Agreement, and all proceeds of any of the foregoing.


 


“Pledged Shares”
means all Capital Securities of any Pledged Interests Issuer identified under Item A of Schedule I.


 


“Receivables”
is defined in Section 2.1(c).


 


“Related Contracts”
is defined in Section 2.1(c).


 


“Secured Obligations”
is defined in Section 2.2.


 




    	 	4	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


“Securities
Act” is defined in Section 6.2(a).


 


“Security
Agreement” is defined in the preamble.


 


“Subsidiaries”
shall mean with respect to any Person, any other Person of which more than 50% of the outstanding Voting Securities of such other
Person (irrespective of whether at the time Capital Securities of any other class or classes of such other Person shall or might
have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person,
by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.


 


“Subsidiary
Guarantor” shall mean each Subsidiary of EPL.


 


“Termination
Date” shall mean the date on which the Liens created under this Security Agreement are to be released by the Lender or
otherwise terminate in accordance with the Note.


 


“Trademark
Collateral” means (a) (i) all trademarks, trade names, corporate names, company names, business names, fictitious business
names, trade styles, service marks, certification marks, collective marks, logos and other source or business identifiers, and
all goodwill of the business associated therewith, now existing or hereafter adopted or acquired, including without limitation
those trademarks referred to in Item B of Schedule III hereto, whether currently in use or not, all registrations
and recordings thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations,
recordings and applications in the United States Patent and Trademark Office or in any office or agency of the United States of
America, or any State thereof or any other country or political subdivision thereof or otherwise, and all common-law rights relating
to the foregoing, and (ii) the right to obtain all reissues, extensions or renewals of the foregoing (collectively referred to
as the “Trademark”), (b) all trademark licenses for the grant by or to any Grantor of any right to use any trademark,
(c) all of the goodwill of the business connected with the use of, and symbolized by the items described in, clause (a),
and to the extent applicable clause (b), (d) the right to sue third parties for past, present and future infringements of
any Trademark Collateral described in clause (a) and, to the extent applicable, clause (b), and (e) all Proceeds
of, and rights associated with, the foregoing, including any claim by any Grantor against third parties for past, present or future
infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill associated
with the use of any such Trademark or for breach or enforcement of any Trademark license and all rights corresponding thereto throughout
the world.


 


“Trade Secrets
Collateral” means all common law and statutory trade secrets and all other confidential, proprietary or useful information
and all know-how obtained by or used in or contemplated at any time for use in the business of any Grantor (all of the foregoing
being collectively called a “Trade Secret”), including all Documents and things embodying, incorporating or
referring in any way to such Trade Secret, all Trade Secret licenses, and including the right to sue for and to enjoin and to collect
damages for the actual or threatened misappropriation of any Trade Secret and for the breach or enforcement of any such Trade Secret
license.


 




    	 	5	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


“UCC”
means the Uniform Commercial Code, as in effect in the State of New York, as the same may be amended from time to time.


 


“Voting Securities”
means, with respect to any Person, Capital Securities of any class or kind ordinarily having the power to vote for the election
of directors, managers or other voting members of the governing body of such Person.


 


SECTION 1.2. Note
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Security Agreement, including
its preamble and recitals, have the meanings provided in the Note.


 


SECTION 1.3. UCC
Definitions. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the
UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.


 


ARTICLE
II

SECURITY INTEREST


 


SECTION 2.1. Grant
of Security Interest. Each Grantor hereby pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers to the
Lender, and hereby grants to the Lender, a continuing security interest in all of such Grantor’s following property, whether
now or hereafter existing, owned or acquired by such Grantor, and wherever located, (collectively, the “Collateral”):


 


(a)          all
equipment in all of its forms of such Grantor, wherever located, and all machinery, apparatus, installation facilities and other
tangible personal property, and all parts thereof and all accessions, additions, attachments, improvements, substitutions, replacements
and proceeds thereto and therefor (any and all of the foregoing being the “Equipment”);


 


(b)          all
inventory in all of its forms of such Grantor, wherever located, including (i) all oil, gas, or other hydrocarbons and all products
and substances derived therefrom, all raw materials and work in process therefore, finished goods thereof, and materials used or
consumed in the manufacture or production thereof, (ii) all goods in which such Grantor has an interest in mass or a joint or other
interest or right of any kind (including goods in which such Grantor has an interest or right as consignee), and (iii) all goods
which are returned to or repossessed by such Grantor, and all accessions thereto, products thereof and documents therefore (any
and all such inventory, materials, goods, accessions, products and documents being the “Inventory”);


 




    	 	6	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(c)          all
accounts, money, payment intangibles, deposit accounts (including the Collateral Accounts and all amounts on deposit therein and
all cash equivalent investments carried therein and all proceeds thereof), contracts, contract rights, all rights constituting
a right to the payment of money, chattel paper, documents, documents of title, instruments, letters of credit, letter-of-credit
rights and General Intangibles of such Grantor, whether or not earned by performance or arising out of or in connection with the
sale or lease of goods or the rendering of services, including all moneys due or to become due in repayment of any loans or advances,
and all rights of such Grantor now or hereafter existing in and to all security agreements, guaranties, leases, agreements and
other contracts securing or otherwise relating to any such accounts, money, payment intangibles, deposit accounts, contracts, contract
rights, rights to the payment of money, chattel paper, documents, documents of title, instruments, letters of credit, letter-of-credit
rights and General Intangibles (any and all such accounts, money, payment intangibles, deposit accounts, contracts, contract rights,
rights to the payment of money, chattel paper, documents, documents of title, instruments, letters of credit, letter-of-credit
rights and General Intangibles being the “Receivables”, and any and all such security agreements, guaranties,
leases, agreements and other contracts being the “Related Contracts”);


 


(d)          all
Intellectual Property Collateral of such Grantor;


 


(e)          all
books, correspondence, credit files, records, invoices, tapes, cards, computer runs, writings, data bases, information in all forms,
paper and documents and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or
referring to, any of the foregoing in this Section 2.1;


 


(f)          all
governmental approvals, permits, licenses, authorizations, consents, rulings, tariffs, rates, certifications, waivers, exemptions,
filings, claims, orders, judgments and decrees (each a “Governmental Approval”), to the extent a security interest
may be granted therein; provided that any Governmental Approval that by its terms or by operation of law would be void, voidable,
terminable or revocable if mortgaged, pledged or assigned hereunder is expressly excepted and excluded from the Liens and terms
of this Security Agreement, including the grant of security interest in this Section 2.1;


 


(g)          all
interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements
designed to protect such Grantor against fluctuations in interest rates or currency exchange rates and all commodity hedge, commodity
swap, exchange, forward, future, floor, collar or cap agreements, fixed price agreements and all other agreements or arrangements
designed to protect such Grantor against fluctuations in commodity prices;


 


(h)          to
the extent not included in the foregoing, all bank accounts, investment property, fixtures and supporting obligations;


 


(i)          all
Pledged Interests, Pledged Notes, Pledged Shares and any other Pledged Property and all Distributions, interest, and other payments
and rights with respect to such Pledged Property;


 


(j)          all
accessions, substitutions, replacements, products, offspring, rents, issues, profits, returns, income and proceeds of and from
any and all of the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a),
(b), (c), (d), (e), (f), (g), (h), and (i) and proceeds deposited from
time to time in any lock boxes of such Grantor, and, to the extent not otherwise included, all payments and proceeds under insurance
(whether or not the Lender is the loss payee thereof), or any condemnation award, indemnity, warranty or guaranty, payable by reason
of loss or damage to or otherwise with respect to any of the Collateral); and


 




    	 	7	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(k)          all
of such Grantor’s other property and rights of every kind and description and interests therein, including without limitation,
all other “Accounts”, “Certificated Securities”, “Chattel Paper”, “Commercial Tort Claims”
(including those set forth on Item I of Schedule II attached hereto (as such schedule may be updated from time to time in accordance
with Section 4.7 hereof)), “Commodity Accounts”, “Commodity Contracts”, “Deposit Accounts”,
“Documents”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”,
“Instruments”, “Inventory”, “Investment Property”, “Letter of Credit Rights”, “Letters
of Credit”, “Money”, “Proceeds”, “Securities”, “Securities Account”, “Security
Entitlements”, “Supporting Obligations” and “Uncertificated Securities” as such terms are defined
in the UCC.


 


SECTION 2.2. Security
for Obligations. This Security Agreement, and the Collateral in which the Lender is granted a security interest hereunder by
the Grantors, secures the prompt and indefeasible payment in full and performance of all obligations of the Grantors now or hereafter
existing under this Security Agreement and the Note, whether for principal, interest, costs, fees, expenses or otherwise, howsoever
created, arising or evidenced, whether direct or indirect, primary or secondary, fixed or absolute or contingent, joint or several,
or now or hereafter existing under this Security Agreement and the Note (all such obligations being the “Secured Obligations”).


 


SECTION 2.3. Continuing
Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral
and shall (a) remain in full force and effect until the Termination Date, (b) be binding upon each Grantor and its successors,
transferees and assigns, and (c) inure, together with the rights and remedies of the Lender hereunder, to the benefit of the Lender
and its respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the
Lender may assign or otherwise transfer (in whole or in part) the Note, and any successor or assignee thereof shall thereupon become
vested with all the rights and benefits in respect thereof granted to the Lender under this Security Agreement, or otherwise, subject,
however, to any contrary provisions in such assignment or transfer. Upon the Termination Date, the security interest granted herein
shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such payment and termination
or expiration, the Lender will, at the Grantors’ sole expense, deliver or cause to be delivered to each applicable Grantor,
without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing
all Pledged Notes, Pledged Shares and Pledged Interests, together with all other Collateral held by the Lender or the First Lien
Administrative Agent, as the Lender’s bailee in accordance with the Intercreditor Agreement, hereunder, and execute and deliver
to any Grantor such documents as such Grantor shall reasonably request to evidence such termination. If at any time all or any
part of any payment theretofore applied by the Lender to any of the Secured Obligations is or must be rescinded or returned by
the Lender for any reason whatsoever (including, without limitation, the insolvency, bankruptcy, reorganization or other similar
proceeding of any Grantor or any other Person), such Secured Obligations shall, for purposes of this Security Agreement, to the
extent that such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any
application by the Lender or any termination agreement or release provided to any Grantor, and this Security Agreement shall continue
to be effective or reinstated, as the case may be, as to such Secured Obligations, all as though such application by the Lender
had not been made. This Section 2.3 shall survive the Termination Date.


 




    	 	8	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SECTION 2.4. Grantor
Remains Liable. Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein, and will perform all of its duties and obligations under
such contracts and agreements to the same extent as if this Security Agreement had not been executed, (b) the exercise by the Lender
of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under any such contracts or
agreements included in the Collateral, and (c) the Lender shall not have any obligation or liability under any contracts or agreements
included in the Collateral by reason of this Security Agreement, nor shall the Lender be obligated to perform any of the obligations
or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.


 


SECTION 2.5. Delivery of Pledged Property.


 


(a)          All
certificates or instruments representing or evidencing any Collateral, including all Pledged Shares and Pledged Notes, shall be
delivered to and held by or on behalf of (or in the case of the Pledged Notes, endorsed to the order of) the Lender, pursuant hereto,
shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary indorsements or instruments of transfer
or assignment, duly executed in blank.


 


(b)          To
the extent any of the Collateral constitutes an “uncertificated security” (as defined in Section 8-102(a)(18) of the
UCC) or a “security entitlement” (as defined in Section 8-102(a)(17) of the UCC), the applicable Grantor shall take
and cause the appropriate Person (including any issuer, entitlement holder or securities intermediary thereof) to take all actions
necessary to grant “control” (as defined in 8-106 of the UCC) to the Lender over such Collateral.


 


SECTION 2.6. Distributions
on Pledged Shares. In the event that any Distribution with respect to any Pledged Shares or Pledged Interests pledged hereunder
is permitted to be paid, such Distribution or payment may be paid directly to the applicable Grantor.


 


SECTION 2.7. Security
Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable
grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and
the security interests granted to the Lender hereunder, and all obligations of the Grantors hereunder, shall, in each case, be
absolute, unconditional and irrevocable irrespective of (a) any lack of validity, legality or enforceability of this Security Agreement,
(b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against any Grantor or any other
Person under the provisions of this Security Agreement or otherwise, or (ii) to exercise any right or remedy against any other
guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in
any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations,
(d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the
Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to (and each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other
event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification
of, or any consent to or departure from, any of the terms of this Security Agreement, (f) any addition, exchange or release of
any Collateral for the Secured Obligations, or any surrender or non-perfection of any collateral, or (g) any other circumstance
which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, any surety or any guarantor.


 




    	 	9	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SECTION
2.8. Election of Remedies. Except as otherwise provided in the Note, if the Lender may, under applicable law, proceed
to realize its benefits under this Security Agreement or the other security documents giving the Lender a lien upon any Collateral,
either by judicial foreclosure or by non-judicial sale or enforcement, the Lender may, at its sole option, determine which of its
remedies or rights it may pursue without affecting any of its rights and remedies under this Security Agreement. If, in the exercise
of any of its rights and remedies, the Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency
judgment against any Grantor or any other Person, whether because of any applicable laws pertaining to “election of remedies”
or the like, each Grantor hereby consents to such action by the Lender and waives any claim based upon such action, even if such
action by the Lender shall result in a full or partial loss of any rights of subrogation that such Grantor might otherwise have
had but for such action by the Lender.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


Each Grantor represents
and warrants unto the Lender, as at date hereof and at the date of each pledge and delivery hereunder by such Grantor to the Lender
of any Collateral (including each pledge and delivery of any Pledged Shares or Pledged Notes), as set forth in this Article.


 


SECTION 3.1. As
to Capital Securities of the Subsidiaries, Investment Property.


 


(a)          With
respect to the Pledged Shares, all such Pledged Shares are duly authorized and validly issued, fully paid and non-assessable, and
represented by a certificate.


 


(b)          With
respect to the Pledged Interests, no such Pledged Interests (i) are dealt in or traded on securities exchanges or in securities
markets, (ii) expressly provide that such Pledged Interests are securities governed by Article 8 of the UCC, or (iii) are
held in a Securities Account, except, with respect to this clause (b), Pledged Interests (A) for which the Lender is the
registered owner or (B) with respect to which the Pledged Interests Issuer has agreed in an authenticated record with the applicable
Grantor and the Lender to comply with any instructions of the Lender, without the consent of such Grantor.


 




    	 	10	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(c)          Such
Grantor has delivered all Certificated Securities constituting Collateral held by such Grantor on the date hereof to the Lender,
together with duly executed undated blank stock powers, or other equivalent instruments of transfer in form and substance reasonably
acceptable to the Lender.


 


(d)          With
respect to Uncertificated Securities constituting Collateral owned by such Grantor, such Grantor has caused the Pledged Interests
Issuer or other issuer thereof either (i) to register the Lender as the registered owner of such security, or (ii) to agree in
an authenticated record with such Grantor and the Lender that such Pledged Interests Issuer or other issuer will comply with instructions
with respect to such security originated by the Lender, without further consent of such Grantor.


 


(e)          The
percentage of the issued and outstanding Capital Securities in any Person owned by such Grantor is set forth on Schedule I.
All of the Pledged Shares and Pledged Interests of such Grantor constitute one hundred percent (100%) of such Grantor’s interest
in the applicable Pledged Interests Issuer and the percentage of the total membership, partnership and/or other equity interests
in the Pledged Interests Issuer indicated on Schedule I.


 


SECTION 3.2. Grantor’s
Name, Location, etc.


 


(a)          (i)
The jurisdiction in which such Grantor is located for purposes of Sections 9-301 and 9-307 of the UCC is set forth in Item A-1
of Schedule II hereto, (ii) the place of business of such Grantor or, if such Grantor has more than one place of business,
the chief executive office of such Grantor and the office where such Grantor keeps its records concerning the Receivables, and
all originals of all chattel paper which evidence Receivables, is set forth in Item A-2 of Schedule II hereto, and
(iii) such Grantor’s federal taxpayer identification number is set forth in Item A-3 of Schedule II hereto.


 


(b)          All
of the Equipment, Inventory and Goods of such Grantor are located at the places specified in Item B, Item C and Item
D, respectively, of Schedule II hereto.


 


(c)          Such
Grantor does not have any trade names.


 


(d)          Such
Grantor has not been known by any legal name different from the one set forth on the signature page hereto, nor has such Grantor
been the subject of any merger or other corporate reorganization, except as set forth in Item E of Schedule II hereto.


 


(e)          Such
Grantor is not a party to any federal, state or local government contract except (i) contracts with the Bureau of Ocean Energy
Management, Regulation and Enforcement, United States Department of Interior (including its predecessor agency, the Mineral Management
Services) or other Federal leases, or (ii) as set forth in Item F of Schedule II hereto.


 




    	 	11	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(f)          Such
Grantor does not maintain any Deposit Accounts, Securities Accounts or Commodity Accounts with any Person, in each case, except
as set forth on Item G of Schedule II.


 


(g)          None
of the Receivables is evidenced by a promissory note or other instrument other than a promissory note or instrument that has been
delivered to the Lender (with appropriate endorsements).


 


(h)          Such
Grantor is not the beneficiary of any Letters of Credit, except as set forth on Item H of Schedule II (as such schedule
may be amended or supplemented from time to time) hereto and such Grantor has obtained the consent of each issuer of any material
Letter of Credit to the assignment of the proceeds of the letter of credit to the Lender.


 


(i)          Such
Grantor does not have Commercial Tort Claims (i) in which a suit has been filed by such Grantor, and (ii) where the amount
of damages reasonably expected to be claimed exceeds $1,000,000, except as set forth on Item I of Schedule II.


 


(j)          The
name set forth on the signature page attached hereto is the true and correct legal name (as defined in the UCC) of such Grantor.


 


(k)          Such
Grantor has obtained a legal, valid and enforceable consent of each issuer of any Letter of Credit with a stated amount in excess
of $2,500,000 to the assignment of the Proceeds of such Letter of Credit to the Lender, and has not consented to, and is otherwise
aware of, any Person (other than the Lender pursuant hereto) having control (within the meaning of Section 9-104 of the UCC) over,
or any other interest in any of such Grantor’s rights in respect thereof.


 


SECTION 3.3. Negotiable
Documents, Instruments and Chattel Paper. Such Grantor has, contemporaneously herewith, delivered to the Lender possession
of all originals of all Documents, Instruments, promissory notes, Pledged Notes and tangible Chattel Paper owned or held by such
Grantor (duly endorsed, in blank, if requested by the Lender).


 


SECTION 3.4. Intellectual
Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral
specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and Trade
Secrets Collateral, such Grantor owns and has no interests in any Intellectual Property Collateral as of the date hereof, other
than the Computer Hardware and Software Collateral.


 


ARTICLE
IV

COVENANTS


 


Each Grantor covenants
and agrees that, until the Termination Date, it will perform, comply with and be bound by the obligations set forth below.


 




    	 	12	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SECTION 4.1. As
to Investment Property, etc.


 


(a)          Capital
Securities of Subsidiaries. No Grantor shall allow or permit any of its Subsidiaries (i) that is a corporation, business trust,
joint stock company or similar Person, to issue Uncertificated Securities, unless such Person promptly takes the actions set forth
in Section 4.1(b)(ii) with respect to any such Uncertificated Securities, (ii) that is a partnership or limited liability
company, to (A) issue Capital Securities that are to be dealt in or traded on securities exchanges or in securities markets,
(B) expressly provide in its organic documents that its Capital Securities are securities governed by Article 8 of the UCC, or
(C) place such Subsidiary’s Capital Securities in a Securities Account, unless such Person promptly takes the actions
set forth in Section 4.1(b)(ii) with respect to any such Capital Securities, and (iii) to issue Capital Securities in addition
to or in substitution for the Pledged Property or any other Capital Securities pledged hereunder, except for additional Capital
Securities issued to such Grantor; provided that (A) such Capital Securities are immediately pledged and delivered to the Lender
and (B) such Grantor delivers a supplement to Schedule I to the Lender identifying such new Capital Securities as Pledged
Property, in each case pursuant to the terms of this Security Agreement. No Grantor shall permit any of its Subsidiaries to issue
any warrants, options, contracts or other commitments or other securities that are convertible to any of the foregoing or that
entitle any Person to purchase any of the foregoing, and except for this Security Agreement or the Intercreditor Agreement shall
not, and shall not permit any of its Subsidiaries to, enter into any agreement creating any restriction or condition upon the transfer,
voting or control of any Pledged Property.


 


(b)          Investment
Property (other than Certificated Securities). With respect to (i) any Deposit Accounts, Securities Accounts, Commodity Accounts,
Commodity Contracts or Security Entitlements constituting Investment Property owned or held by any Grantor, such Grantor will,
upon the Lender’s request, cause the intermediary maintaining such Investment Property to execute a Control Agreement relating
to such Investment Property pursuant to which such intermediary agrees to comply with the Lender’s instructions with respect
to such Investment Property without further consent by such Grantor, or (ii) any Uncertificated Securities (other than Uncertificated
Securities credited to a Securities Account) constituting Investment Property owned or held by such Grantor, such Grantor will
cause the Pledged Interests Issuer or other issuer of such securities to either (A) register the Lender as the registered owner
thereof on the books and records of the issuer, or (B) execute a Control Agreement relating to such Investment Property pursuant
to which the Pledged Interests Issuer or other issuer agrees to comply with the Lender’s instructions with respect to such
Uncertificated Securities without further consent by such Grantor.


 


(c)          Certificated
Securities (Stock Powers). Each Grantor agrees that all Pledged Shares (and all other certificated shares of Capital Securities
constituting Collateral) delivered by such Grantor pursuant to this Security Agreement will be accompanied by duly endorsed undated
blank stock powers, or other equivalent instruments of transfer in form and substance reasonably satisfactory to the Lender. Each
Grantor will, from time to time upon the request of the Lender, promptly deliver to the Lender on its behalf, such stock powers,
instruments and similar documents, in form and substance reasonably satisfactory to the Lender, with respect to the Collateral
as the Lender may reasonably request and will, from time to time upon the request of the Lender after the occurrence of any default
under the Note (“Event of Default”), promptly transfer any Pledged Shares, Pledged Interests or other shares
of Capital Securities constituting Collateral into the name of any nominee designated by the Lender, but subject to the Intercreditor
Agreement.


 




    	 	13	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(d)          Continuous
Pledge. Each Grantor will (subject to the terms of the Note) deliver to the Lender, and at all times keep pledged to the Lender
pursuant hereto, on a second-priority, perfected basis all Pledged Property, Investment Property, all dividends and Distributions
with respect thereto, all payment intangibles to the extent they are evidenced by a Document, Instrument, promissory note or Chattel
Paper, and all interest and principal with respect to such payment intangibles, and all Proceeds and rights from time to time received
by or distributable to such Grantor in respect of any of the foregoing Collateral. Each Grantor agrees that it will, promptly (but
in any event no later than seven Business Days) following receipt thereof, deliver to the Lender possession of all originals of
Pledged Interests, Pledged Shares, Pledged Notes and any other Pledged Property, negotiable Documents, Instruments, promissory
notes and Chattel Paper that it acquires following the date hereof and shall deliver to the Lender a supplement to Schedule
I identifying any such new Pledged Interests, Pledged Shares, Pledged Notes or other Pledged Property.


 


(e)          Voting
Rights; Dividends, etc. Each Grantor agrees:


 


(i)          that
promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request
therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or
requested by the Lender) to the Lender, subject to the Intercreditor Agreement, all Distributions with respect to Investment Property,
all interest principal and other cash payments on payment intangibles, the Pledged Property and all Proceeds of the Pledged Property
or any other Collateral, in case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral;


 


(ii)         that,
with respect to Pledged Property or any other Collateral consisting of general partner interests, limited partnership interests
or limited liability company interests, subject to the Intercreditor Agreement, promptly upon receipt of notice of the occurrence
and continuance of an Event of Default from the Lender and of the Lender’s intention to exercise its voting power under Section
4.1(e)(iii) such Grantor shall modify the applicable organic documents to admit the Lender as a general partner, limited partner
or member, as applicable; and


 


(iii)        if
an Event of Default shall have occurred and be continuing and the Lender has notified such Grantor of the Lender’s intention
to exercise its voting power under this Section 4.1(e)(iii), subject to the Intercreditor Agreement,


 




    	 	14	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(A) the Lender
may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any
Pledged Shares, Investment Property or other Capital Securities constituting Collateral; SUBJECT TO THE INTERCREDITOR AGREEMENT
AND EACH GRANTOR HEREBY GRANTS THE LENDER AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL THE TERMINATION
DATE) EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO VOTE THE PLEDGED SHARES, PLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL;
AND


 


(B) promptly
to deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting
power.


 


All Distributions, interest,
principal, cash payments, payment intangibles and Proceeds that may at any time and from time to time be held by any Grantor but
which such Grantor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor separate
and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred
and be continuing and the Lender shall have given the notice referred to in Section 4.1(e), such Grantor shall have
the exclusive voting power, and is granted a proxy, with respect to any Capital Securities (including any of the Pledged Shares)
constituting Collateral. The Lender shall, upon the written request of such Grantor, promptly deliver, or cause to be delivered,
such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor
to exercise that voting power with respect to any such Capital Securities (including any of the Pledged Shares) constituting Collateral;
provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such
Grantor that would violate any provision of the Note or this Security Agreement.


 


SECTION 4.2. Organic
Documents; Change of Name, etc. No Grantor will change its state of incorporation, formation or organization or its name, identity,
organizational identification number or corporate structure unless such Grantor shall have (a) given the Lender at least thirty
(30) days’ prior notice of such change and (b) taken all actions necessary or as requested by the Lender to ensure that the
Liens on the Collateral granted in favor of the Lender remain perfected, second-priority Liens.


 


SECTION 4.3. As
to Accounts.


 


(a)          Each
Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.


 


(b)          Upon
(i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender to the applicable Grantor,
all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender for deposit in a Deposit Account of
such Grantor maintained at a depositary bank to which such Grantor, the Lender and the depositary bank have entered into a Control
Agreement in form and substance reasonably satisfactory to the Lender providing that the depositary bank will comply with the instructions
originated by the Lender directing disposition of the funds in the account without further consent by such Grantor (any such Deposit
Accounts, together with any other Accounts pursuant to which any portion of the Collateral is deposited with the Lender, a “Collateral
Account,” and collectively, the “Collateral Accounts”), and such Grantor shall not commingle any such
Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the
Lender until delivery thereof is made to the Lender.


 




    	 	15	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(c)          Following
the delivery of notice pursuant to clause (b)(ii), the Lender shall have, subject to the Intercreditor Agreement, the right
to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or in accordance
with the Note or this Security Agreement.


 


(d)          With
respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are
subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Lender and
(iii) the Lender shall have the sole right of withdrawal over such Collateral Account.


 


(e)          Following
the occurrence and during the continuance of an Event of Default, at the request of the Lender, such Grantor will maintain all
of its Deposit Accounts only with any depositary institution that has entered into a Control Agreement in favor of the Lender.


 


SECTION 4.4. As
to the Grantors’ Use of Collateral.


 


(a)          At
any time following the occurrence and during the continuance of an Event of Default, whether before or after the maturity of any
of the Secured Obligations, subject to the terms of the Intercreditor Agreement, the Lender may (i) notify any parties obligated
on any of the Collateral to make payment to the Lender of any amounts due or to become due thereunder, and (ii) enforce collection
of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend
or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby.


 


(b)          Upon
request of the Lender following the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor
Agreement, each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the
Lender of any amounts due or to become due thereunder.


 


(c)          At
any time following the occurrence and during the continuation of an Event of Default, subject to the terms of the Intercreditor
Agreement, the Lender may endorse, in the name of any Grantor, any item, howsoever received by the Lender, representing any payment
on or other Proceeds of any of the Collateral.


 




    	 	16	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SECTION 4.5. As
to Intellectual Property Collateral. Each Grantor covenants and agrees to comply with the following provisions as such provisions
relate to any Intellectual Property Collateral material to the operations or business of such Grantor:


 


(a)          in
no event will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of
any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or
any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Lender,
and upon request of the Lender (subject to the terms of the Note and the Intercreditor Agreement), executes and delivers all agreements,
instruments and documents as the Lender may reasonably request to evidence the Lender’s security interest in such Intellectual
Property Collateral;


 


(b)          following
the obtaining of an interest in any material Intellectual Property, such Grantor shall deliver a supplement to Schedule II
identifying such new Intellectual Property; and


 


(c)          following
the obtaining of an interest in any material Intellectual Property by such Grantor or, following the occurrence and during the
continuance of an Event of Default, upon the request of the Lender, subject to the terms of the Intercreditor Agreement, Grantor
shall deliver all agreements, instruments and documents the Lender may reasonably request to evidence the Lender’s security
interest in such Intellectual Property Collateral and as may otherwise be required to acknowledge or register or perfect the Lender’s
interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith that any
Intellectual Property Collateral is of negligible economic value to such Grantor.


 


SECTION 4.6. As
to Letter-of-Credit Rights.


 


(a)          Each
Grantor, by granting a security interest in its Letter of Credit Rights to the Lender, intends to (and hereby does) collaterally
assign to the Lender its rights (including its contingent rights) to the Proceeds of all Letter of Credit Rights of which it is
or hereafter becomes a beneficiary or assignee. Promptly following the date on which any Grantor obtains any Letter of Credit Rights
after the date hereof, such Grantor shall (i) deliver a supplement to Schedule II identifying such new Letter-of-Credit
Right and (ii) cause the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to
such assignment of the Proceeds thereof in a consent agreement in form and substance reasonably satisfactory to the Lender and
deliver written evidence of such consent to the Lender.


 


(b)          Upon
the occurrence of an Event of Default, such Grantor will, promptly upon request by the Lender and subject to the terms of the Intercreditor
Agreement, (i) notify (and each Grantor hereby authorizes the Lender to notify) the issuer and each nominated person with respect
to each of the Letters of Credit that the Proceeds thereof have been assigned to the Lender hereunder and any payments due or to
become due in respect thereof are to be made directly to the Lender and (ii) arrange for the Lender to become the transferee beneficiary
Letter of Credit.


 




    	 	17	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SECTION 4.7. As
to Commercial Tort Claims. Each Grantor covenants and agrees that, until the Termination Date, with respect to any Commercial
Tort Claim in excess of $1,000,000 individually or in the aggregate hereafter arising, it shall, subject to the terms of the Intercreditor
Agreement, deliver to the Lender a supplement to Schedule II in form and substance reasonably satisfactory to the Lender,
identifying such new Commercial Tort Claims.


 


SECTION 4.8. Electronic
Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel
paper or any “transferable record,” as that term is defined in Section 201 of the U.S. Federal Electronic Signatures
in Global and National Commerce Act, or in Section 16 of the U.S. Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction, with a value in excess of $1,000,000, such Grantor shall promptly notify the Lender thereof and, at the request of
the Lender and subject to the terms of the Intercreditor Agreement, shall take such action as the Lender may request (which shall
be consistent with that taken in connection with the Credit Agreement ) to vest in the Lender control under Section 9-105 of the
UCC of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce
Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such
transferable record. The Lender agrees with such Grantor that the Lender will arrange, pursuant to procedures substantially similar
to those utilized by the First Lien Administrative Agent pursuant to the Credit Agreement and so long as such procedures will not
result in the Lender’s loss of control, for such Grantor to make alterations to the electronic chattel paper or transferable
record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the U.S. Federal Electronic Signatures in
Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to allow
without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any
action by such Grantor with respect to such electronic chattel paper or transferable record.


 


SECTION 4.9. Further
Assurances, etc. Each Grantor shall warrant and defend the right and title herein granted unto the Lender in and to the Collateral
(and any right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each
Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or that the Lender may reasonably request, in order to perfect, preserve and
protect any security interest granted or purported to be granted hereby or to enable the Lender to exercise and enforce its rights
and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by
such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon
such acquisition, to take such actions with respect to such Collateral or any part thereof as required by this Security Agreement.
Without limiting the generality of the foregoing, such Grantor will:


 


(a)          from
time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents,
in form and substance reasonably satisfactory to the Lender, with respect to such Collateral as the Lender may reasonably request
and will, from time to time upon the request of the Lender, after the occurrence and during the continuance of any Event of Default,
promptly transfer any securities constituting Collateral into the name of any nominee designated by the Lender; if any Collateral
shall be evidenced by an Instrument, negotiable Document, promissory note or tangible Chattel Paper, deliver and pledge to the
Lender hereunder such Instrument, negotiable Document, promissory note, Pledged Note or tangible Chattel Paper duly endorsed and
accompanied by duly executed instruments of transfer or assignment, all in accordance with the terms of the Intercreditor Agreement
and in form and substance reasonably satisfactory to the Lender;


 




    	 	18	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(b)          file
(and each Grantor hereby authorizes the Lender to file) such filing statements or continuation statements, or amendments thereto,
and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims
statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any
version thereof), as may be necessary or that the Lender may request in order to perfect and preserve the security interests and
other rights granted or purported to be granted to the Lender hereby. The authorization contained in this Section 4.9 shall
be irrevocable and continuing until the Termination Date;


 


(c)          deliver
to the Lender or a bailee therefore and at all times keep pledged to the Lender pursuant hereto, on a second-priority, perfected
basis, at the request of the Lender, all Investment Property constituting Collateral (except for Permitted Liens), all Distributions
with respect thereto, and all interest and principal with respect to promissory notes, and all Proceeds and rights from time to
time received by or distributable to such Grantor in respect of any of the foregoing Collateral;


 


(d)          not
create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper indicating that the Lender has a security
interest in such Chattel Paper;


 


(e)          furnish
to the Lender, from time to time at the Lender’s request, statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the Lender may reasonably request, all in reasonable detail;
and


 


(f)          do
all things reasonably requested by the Lender in accordance with this Security Agreement in order to enable the Lender to have
and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter of Credit Rights and Electronic
Chattel Paper.


 


With
respect to the foregoing and the grant of the security interest hereunder, each Grantor hereby authorizes the Lender to file one
or more financing or continuation statements, any amendments thereto, and other similar documents necessary or desirable in the
opinion of the Lender to perfect or maintain the perfection of the Lender’s security interest in the Collateral or any portion
thereof, in each of the foregoing cases, without the signature and without further authorization of such Grantor. Each Grantor
agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the
Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby
authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s
personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the
Collateral described in this Security Agreement.


 




    	 	19	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


ARTICLE
V

THE LENDER


 


SECTION 5.1. Lender
Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Lender its attorney-in-fact, with full authority in
the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Lender’s discretion,
following the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument, subject
to the Intercreditor Agreement, which the Lender may deem necessary or advisable to accomplish the purposes of this Security Agreement,
including (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and
to become due under or in respect of any of the Collateral, (b) to receive, endorse, and collect any drafts or other Instruments,
Documents and Chattel Paper, in connection with clause (a) above, (c) to file any claims or take any action or institute
any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce
the rights of the Lender with respect to any of the Collateral, and (d) to perform the affirmative obligations of such Grantor
hereunder. EACH GRANTOR HEREBY ACKNOWLEDGES, CONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION
5.1 IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL THE TERMINATION DATE.


 


SECTION 5.2. Lender
Has No Duty.


 


(a)          The
powers conferred on the Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty on
it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Lender shall not have any duty as to any Collateral or responsibility for (a) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property
and any other Pledged Property, whether or not the Lender has or is deemed to have knowledge of such matters, or (b) taking any
necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.


 


(b)          Anything
contained herein to the contrary notwithstanding, the Lender may from time to time, when the Lender deems it to be necessary, appoint
one or more subagents (each a “Subagent”) for the Lender hereunder with respect to all or any part of the Collateral
(and shall notify EPL of such appointment; provided, that the failure to so notify EPL shall not affect the provisions of this
Section 5.2(b)). In the event that the Lender so appoints any Subagent with respect to any Collateral, (i) the assignment
and pledge of such Collateral and the security interest granted in such Collateral by the Grantors hereunder shall be deemed for
purposes of this Agreement to have been made to such Subagent, in addition to the Lender, as security for the Secured Obligations,
(ii) such Subagent shall automatically be vested, in addition to the Lender, with all rights, powers, privileges, interests, obligations
and remedies of the Lender hereunder with respect to such Collateral, and (iii) the term “Lender,” when used herein
in relation to any rights, powers, privileges, interests, obligations and remedies of the Lender with respect to such Collateral,
shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with
respect to any such Collateral unless and except to the extent expressly authorized in writing by the Lender.


 




    	 	20	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SECTION 5.3. Reasonable
Care. The Lender is required to exercise reasonable care in the custody and preservation of any of the Collateral in its possession;
provided, that the Lender shall be deemed to have exercised reasonable care in the custody and preservation of any of the
Collateral (a) if such Collateral is accorded treatment substantially equal to that which the Lender accords its own personal property,
or (b) if the Lender takes such action for that purpose as any Grantor reasonably requests in writing at times other than upon
the occurrence and during the continuance of an Event of Default; provided, further, that failure of the Lender to
comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care.


 


ARTICLE
VI

REMEDIES


 


SECTION 6.1. Certain
Remedies. Subject to the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing:


 


(a)          The
Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected
Collateral) and also may (i) take possession of any Collateral not already in its possession without demand and without legal process,
(ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Lender forthwith,
assemble all or part of the Collateral as directed by the Lender and make it available to the Lender at a place to be designated
by the Lender that is reasonably convenient to both parties, (iii) enter onto the property where any Collateral is located and
take possession thereof without demand and without legal process, (iv) without notice except as specified below, lease, license,
sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the
Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Lender may deem
commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’
prior notice to such Grantor of the time and place of any public sale or the time of any private sale is to be made shall constitute
reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to
decline speedily in value, or (y) is of a type customarily sold on a recognized market (including but not limited to, Investment
Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale
or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile
or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed,
upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable.
The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may
adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.


 




    	 	21	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(b)          Each
Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Goods, Computer Hardware and
Software Collateral, or Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each
Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) a disposition
made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time
of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property
subject to the disposition.


 


(c)          All
cash Proceeds received by the Lender in respect of any sale of, collection from, or other realization upon, all or any part of
the Collateral shall be applied by the Lender against, all or any part of the obligations under the Note. The Lender shall not
be obligated to apply or pay over for application noncash proceeds of collection or enforcement unless (i) the failure to do so
would be commercially unreasonable, and (ii) the affected party has provided the Lender with a written demand to apply or pay over
such noncash proceeds on such basis.


 


(d)          The
Lender may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Lender or its nominee,
with or without disclosing that such Collateral is subject to the Lien hereunder, (ii) notify the parties obligated on any of the
Collateral to make payment to the Lender of any amount due or to become due thereunder, (iii) withdraw, or cause or direct the
withdrawal, of all funds with respect to the Collateral Account, (iv) enforce collection of any of the Collateral by suit or otherwise,
and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer
than the original period) any obligations of any nature of any party with respect thereto, (v) endorse any checks, drafts, or other
writings in any Grantor’s name to allow collection of the Collateral, (vi) take control of any Proceeds of the Collateral,
or (vii) execute (in the name, place and stead of any Grantor) endorsements, assignments, stock powers and other instruments of
conveyance or transfer with respect to all or any of the Collateral.


 


SECTION 6.2. Securities
Laws. If the Lender shall determine to exercise its right to sell all or any of the Collateral that are Capital Securities
pursuant to Section 6.1, each Grantor agrees that, upon request of the Lender, such Grantor will, at its own expense:


 




    	 	22	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


(a)          execute
and deliver, and cause (or, with respect to any issuer which is not a Subsidiary of such Grantor, use its reasonable efforts to
cause) each Pledged Interests Issuer or other issuer of the Collateral contemplated to be sold and the directors and officers thereof
to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be
necessary or, in the reasonable opinion of the Lender, advisable to register such Collateral under the provisions of the Securities
Act of 1933, as from time to time amended (the “Securities Act”), and cause the registration statement relating
thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to
make all amendments and supplements thereto and to the related prospectus which, in the reasonable opinion of the Lender, are necessary
or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable
thereto;


 


(b)          use
its reasonable efforts to exempt the Collateral under the state securities or “Blue Sky” laws and to obtain all necessary
Governmental Approvals for the sale of the Collateral, as requested by the Lender;


 


(c)          cause
(or, with respect to any issuer that is not a Subsidiary of such Grantor, use its reasonable efforts to cause) each such Pledged
Interests Issuer or other issuer to make available to its security holders, as soon as practicable, an earnings statement that
will satisfy the provisions of Section 11(a) of the Securities Act; and


 


(d)          do
or cause to be done all such other acts and things as may be reasonably necessary to make such sale of the Collateral or any part
thereof valid and binding and in compliance with applicable law.


 


Each Grantor acknowledges the impossibility
of ascertaining the amount of damages that would be suffered by the Lender by reason of the failure by such Grantor to perform
any of the covenants contained in this Section 6.2 and consequently agrees that, if such Grantor shall fail to perform any
of such covenants, it shall pay, as liquidated damages and not as a penalty, an amount equal to the value (as reasonably determined
by the Lender in good faith) of such Collateral on the date the Lender shall demand compliance with this Section 6.2.


 


SECTION 6.3. Compliance
with Restrictions. Each Grantor agrees that in any sale of any of the Collateral whenever an Event of Default shall have occurred
and be continuing, the Lender is hereby authorized to comply with any limitation or restriction in connection with such sale as
it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures
as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain
any required approval of the sale or of the purchaser by any governmental authority or official, and each Grantor further agrees
that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable
manner, nor shall the Lender be liable nor accountable to such Grantor for any discount allowed by the reason of the fact that
such Collateral is sold in compliance with any such limitation or restriction.


 


SECTION 6.4. Protection
of Collateral. The Lender may from time to time, at its option, perform any act which any Grantor fails to perform after being
requested in writing so to perform (it being understood that no such request need be given after the occurrence and during the
continuance of an Event of Default) and the Lender may from time to time take any other action which the Lender deems reasonably
necessary for the maintenance, preservation or protection of any of the Collateral or of its security interest therein.


 




    	 	23	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SECTION 6.5. Indemnity
and Expenses.


 


(a)          Without
limiting the generality of any of the provisions of the Note, each Grantor hereby indemnifies and holds harmless the Lender, and
each of its respective officers, directors, employees and agents (the “Indemnified Parties”) from and against
any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including, without limitation,
enforcement of this Security Agreement), except claims, losses or liabilities resulting from any Indemnified Party’s gross
negligence, willful misconduct or unlawful acts; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH
INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE
IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. If and to the extent that the foregoing undertaking
may be unenforceable for any reason, such Grantor hereby agrees to make the maximum contribution to the payment and satisfaction
of each of the foregoing which is permissible under applicable law.


 


(b)          Each
Grantor will upon demand pay to the Lender and any local counsel the amount of any and all reasonable expenses, including the reasonable
fees and disbursements of its counsel and of any experts and agents, which the Lender and any local counsel may incur in connection
herewith, including without limitation in connection with (i) the administration of this Security Agreement, (ii) the custody,
preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Lender and any local counsel, or (iv) the failure by such Grantor to perform
or observe any of the provisions hereof.


 


SECTION 6.6. Warranties.
The Lender may sell the Collateral without giving any warranties or representations as to the Collateral. The Lender may disclaim
any warranties of title or the like. Each Grantor agrees that this procedure will not be considered to adversely affect the commercial
reasonableness of any sale of the Collateral.


 


ARTICLE
VII

MISCELLANEOUS PROVISIONS


 


SECTION 7.1. Reserved.


 


SECTION 7.2. Binding
on Successors, Transferees and Assigns; Assignment. This Security Agreement shall remain in full force and effect until the
Termination Date has occurred, shall be binding upon each Grantor and their successors, transferees and assigns and shall inure
to the benefit of the Lender and its successors, transferees and assigns; provided that no Grantor shall (unless otherwise
permitted under the terms of the Note or this Security Agreement) assign any of its obligations hereunder.


 




    	 	24	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SECTION 7.3. Amendments,
etc. No amendment to or waiver of any provision of this Security Agreement, nor consent to any departure by any Grantor from
its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by
the Lender and each Grantor and then such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.


 


SECTION 7.4. Notices.
Except as otherwise provided in this Security Agreement, all notices and other communications provided for hereunder shall be provided
in accordance with the terms of the Note.


 


SECTION 7.5. Release
of Liens. Upon (a) the disposition of Collateral in accordance with the Note or (b) the occurrence of the Termination Date,
the security interests granted herein shall automatically terminate with respect to (i) such Collateral (in the case of clause
(a)) or (ii) all Collateral (in the case of clause (b)). Upon any such disposition or termination, the Lender will,
at the Grantors’ sole expense, deliver to each Grantor, without any representations, warranties or recourse of any kind whatsoever,
all Collateral held by the Lender hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination.


 


SECTION 7.6. No
Waiver; Remedies. In addition to, and not in limitation of Section 2.7, no failure on the part of the Lender to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.


 


SECTION 7.7. Headings.
The various headings of this Security Agreement are inserted for convenience only and shall not affect the meaning or interpretation
of this Security Agreement or any provisions thereof.


 


SECTION 7.8. Severability.
Any provision of this Security Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
of this Security Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


SECTION 7.9. Governing
Law, Entire Agreement, etc. THIS SECURITY AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK), EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION, AND PRIORITY OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF NEW YORK. 


 




    	 	25	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


THIS WRITTEN AGREEMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.


 


THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


SECTION 7.10. Counterparts.
This Security Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page
to this Security Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Security Agreement.


 


SECTION
7.11. Additional Grantors. If at any time any Person is required to become a “Grantor” hereunder pursuant
to the Note, such Person shall execute and deliver a Second Lien Pledge and Security Agreement Supplement in form and substance
reasonably acceptable to the Lender (each, a “Supplement”). Upon such execution and delivery, any such Person
shall become a “Grantor” hereunder for all purposes under this Security Agreement, and each Schedule hereto shall be
automatically updated to reflect the information set forth on each Schedule attached to the applicable Supplement.


 


SECTION
7.12. Intercreditor Agreement Controls.


 


(a)          The
Lender, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination
of Liens provided for in the Intercreditor Agreement and (ii) agrees (or is deemed to agree) that it will be bound by, and will
take no actions contrary to, the provisions of the Intercreditor Agreement.


 


(b)          Notwithstanding
any other provision contained herein, this Security Agreement, the Liens created hereby and the rights, remedies, duties and obligations
provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict
or inconsistency between the provisions of this Security Agreement and the Intercreditor Agreement, the provisions of the Intercreditor
Agreement shall control.


 


(c)          Without
limiting the foregoing, at any time prior to the Liens related to the Credit Agreement, any provision hereof requiring any Grantor
to deliver possession of any Collateral to the Lender, or to cause the Lender to control any Collateral, shall be deemed to have
been complied with, if and for so long as (i) the Intercreditor Agreement is in full force and effect and (ii) the First Lien Administrative
Agent shall have such possession or control for the benefit of the Lender and as bailee or sub-agent of the Lender as provided
in the Intercreditor Agreement.


 




    	 	26	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Security Agreement to be duly executed and delivered by its Authorized Officer as of the date first above
written.


 


	 	GRANTORS
	 	 	 
	 	EPL OIL & GAS, INC.
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	Name:	Antonio de Pinho 
	 	Title:	President
	 	 	 
	 	DELAWARE EPL OF TEXAS, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	Name:	Antonio de Pinho 
	 	Title:	President
	 	 	 
	 	EPL OF LOUISIANA, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	Name:	Antonio de Pinho 
	 	Title:	President
	 	 	 
	 	ENERGY PARTNERS LTD., LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	Name:	Antonio de Pinho 
	 	Title:	President
	 	 	 
	 	EPL PIONEER HOUSTON, INC.
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	Name:	Antonio de Pinho
	 	Title:	President
	 	 	 
	 	EPL PIPELINE, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	Name:	Antonio de Pinho 
	 	Title:	President
	 	 	 
	 	NIGHTHAWK, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	Name:	Antonio de Pinho 
	 	Title:	President


 




    	 	S-1	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


	 	ANGLO-SUISSE OFFSHORE PIPELINE

PARTNERS, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	Name:	Antonio de Pinho
	 	Title:	President
	 	 	 
	 	Address for Grantors:
	 	 
	 	1021 Main (One City Centre), Suite 2626
	 	Houston, Texas 77002
	 	 
	 	with copy to:
	 	 
	 	1021 Main (One City Centre), Suite 2626
	 	Houston, Texas 77002
	 	Attention:  Bruce W. Busmire
	 	Telephone No.:  713-351-3033
	 	Telecopier No.:  713-351-3333  


 



    	 	S-2	Second Lien Pledge and Security Agreement
and Irrevocable Proxy (GOM)



    	 



    

 


	 	LENDER:
	 	 	 
	 	Energy XXI Gulf Coast, Inc.
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	Name:  Antonio de Pinho
	 	Title:  President
	 	 	 
	 	Address: 1021 Main (One City Centre), Suite 2626
	 	  Houston, Texas 77002
	 	Attention: Bruce W. Busmire
	 	Telephone No.:  713-351-3033
	 	Telecopier No.  713-351-3333


 




    	 	S-3	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SCHEDULE I

to Security Agreement


 


ITEM A – PLEDGED INTERESTS


  


	 	 	 	 	 	 	Common Stock
	Pledged Interests Issuer (corporate)	 	Cert. #	 	# of

Shares	 	Authorized

Shares	 	Outstanding

Shares	 	% of Shares

Pledged
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited

liability company)	 	
        % of Limited Liability

        Company Interests Pledged
	 	
        Type of Limited Liability

        Company Interests Pledged

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	 	 	Partnership Interests
	Pledged Interests Issuer (partnership)	 	% of Partnership

Interests Owned	 	% of Partnership

Interests Pledged
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


ITEM B – PLEDGED NOTES


 


1. Pledged Note Issuer Description:


 


SCHEDULE II

to Security Agreement


 


		Item A-1.	Location of Grantor for purposes of UCC.



 




    	 	Schedule II-1	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


		Item A-2.	Grantor’s place of business or principal office.



 


		Item A-3.	Taxpayer ID number.



 


		Item B.	Equipment.



 


		Item C.	Inventory.



 


SCHEDULE II

to Security Agreement


 


		Item D.	Goods



 


		Item E.	Merger or other corporate reorganization.



 


Description of Merger:


 




    	 	Schedule II-2	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


		Item F.	Government Contracts.



 


Description of Contract:


 


		Item G.	Deposit Accounts and Securities Accounts.



 


	Deposit Accounts:	 	 
	 	 	 
	Account Description 	 	Account Number
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Securities Accounts:	 	 
	 	 	 
	Account Description 	 	Account Number
	 	 	 
	 	 	 
	 	 	 


 


SCHEDULE II

to Security Agreement


 


		Item H.	Letter of Credit Rights.



 


Description of Letter of Credit Rights:


 


		Item I.	Commercial Tort Claims.



 


Description of Commercial Tort Claims:


 




    	 	Schedule II-3	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SCHEDULE III - A

to Security Agreement


 


INTELLECTUAL PROPERTY COLLATERAL


 


Item
A.           Patent Collateral.


 


Issued Patents


 


	Country	  	Patent No.	  	Issue Date	  	Inventor(s)	  	Title
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Pending Patent Applications


 


	Country	  	Serial No.	  	Filing Date	  	Inventor(s)	  	Title
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Patent Applications in Preparation


 


	 	 	 	 	Expected	 	 	 	 
	Country	 	Docket No.	 	Filing Date	 	Inventor(s)	 	Title
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


  




    	 	Schedule III-A-1	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SCHEDULE III -
B

to Security Agreement


 


Item B.           Trademark
Collateral


 


Registered Trademarks


 


	Country	  	Trademark	  	Registration No.	  	Registration Date
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Pending
Trademark Applications


 


	Country	  	Trademark	  	Serial No.	  	Filing Date
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Trademark
Applications In Preparation


 


	 	 	 	 	 	 	Expected	 	Products/
	Country	  	Trademark	  	Docket No.	  	Filing Date	  	Services
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    	 	Schedule III-B-1	Pledge and Security Agreement
and Irrevocable Proxy



    	 



    

 


SCHEDULE III -
C

to Security Agreement


 


Item
C.           Copyright Collateral.


 


Registered Copyrights/Mask Works


 


	Country	  	Registration No.	  	Registration Date	  	Author(s)	  	Title
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Copyright/Mask
Work Pending Registration Applications


 


	Country	  	Serial No.	  	Filing Date	  	Author(s)	  	Title
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Copyright/Mask
Work Registration Applications In Preparation


 


	 	 	 	 	Expected	 	 	 	 
	Country	  	Docket No.	  	Filing Date	  	Author(s)	  	Title
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 








    	 	Schedule II-C-1	Pledge and Security Agreement
and Irrevocable Proxy