Exhibit 10.1


 


Execution Version


 





 



 


INTERCREDITOR AGREEMENT


 


dated as of March 12, 2015 between


 


The ROYAL BANK OF SCOTLAND plc,

as Priority Lien Agent,


 


and


 


U.S. Bank National Association,

as Second Lien Collateral Trustee


 





 



 


THIS IS THE INTERCREDITOR AGREEMENT REFERRED
TO IN (A) THE INDENTURE DATED AS OF MARCH 12, 2015, AMONG ENERGY XXI GULF COAST, INC., CERTAIN OF ITS SUBSIDIARIES FROM TIME TO
TIME PARTY THERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, (B) THE SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
DATED AS OF MAY 5, 2011, AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG ENERGY XXI GULF COAST,
INC., EPL OIL & GAS, INC., THE LENDERS PARTY THERETO FROM TIME TO TIME AND THE ROYAL BANK OF SCOTLAND plc, AS ADMINISTRATIVE
AGENT AND COLLATERAL AGENT, (C) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE AND (D) THE OTHER LOAN DOCUMENTS REFERRED
TO IN SUCH CREDIT AGREEMENT.


 




    	 



    	 



    

 


INTERCREDITOR AGREEMENT,
dated as of March 12, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof,
this “Agreement”), between THE ROYAL BANK OF SCOTLAND plc, as administrative agent for the Priority Lien
Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original
Priority Lien Agent”) and U.S. Bank National Association, as collateral trustee for the Second Lien Secured Parties
referred to herein (in such capacity, and together with its successors in such capacity, the “Original Second Lien
Collateral Trustee”).


 


Reference is made to (a)
the Priority Credit Agreement (defined below) and (b) the Second Lien Indenture (defined below) governing the Second Lien Indenture
Notes (defined below).


 


From time to time following
the date hereof, ENERGY XXI GULF COAST, INC., a Delaware corporation (together with its successors and assigns, “EXXI”)
may (i) incur Additional Notes and Additional Second Lien Obligations (each defined below) to the extent permitted by the Secured
Debt Documents (as defined below); in connection with the Second Lien Indenture and any Additional Notes or Additional Second Lien
Obligations, EXXI and certain Grantors (defined below), the Second Lien Trustee (defined below) and the Second Lien Collateral
Trustee (defined below) have entered into the Second Lien Collateral Trust Agreement (defined below) and (ii) incur Initial Third
Lien Obligations and Additional Third Lien Obligations (each as defined below) to the extent permitted by the Secured Debt Documents
(as defined below); in connection with the Initial Third Lien Obligations, EXXI and certain of its subsidiaries and the Third Lien
Collateral Trustee (defined below) shall, concurrently with the incurrence of such Additional Third Lien Obligations, enter into
a Third Lien Collateral Trust Agreement (defined below).


 


In consideration of the
mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Priority Lien Agent (for itself and on behalf of the Priority Lien Secured Parties) and the Second Lien Collateral Trustee
(for itself and on behalf of the Second Lien Secured Parties) agree as follows:


 


Article
I

DEFINITIONS


 


SECTION
1.01.         Construction; Certain Defined Terms. (a) The definitions
of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any reference herein to any agreement, instrument, other document, statute or regulation shall be construed as referring to
such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified,
(ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not
be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein,”
“hereof and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to
refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.


 




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(b)          All
terms used in this Agreement that are defined in Article 1, 8 or 9 of the New York UCC (whether capitalized herein or not) and
not otherwise defined herein have the meanings assigned to them in Article 1, 8 or 9 of the New York UCC. If a term is defined
in Article 9 of the New York UCC and another Article of the UCC, such term shall have the meaning assigned to it in Article 9 of
the New York UCC.


 


(c)          Unless
otherwise set forth herein, all references herein to (i) the Second Lien Collateral Trustee shall be deemed to refer to the Second
Lien Collateral Trustee in its capacity as collateral trustee under the Second Lien Collateral Trust Agreement and (ii) the Third
Lien Collateral Trustee shall be deemed to refer to the Third Lien Collateral Trustee in its capacity as collateral trustee under
the Third Lien Collateral Trust Agreement.


 


(d)          As
used in this Agreement, the following terms have the meanings specified below:


 


“Accounts”
has the meaning assigned to such term in Section 3.01(a).


 


“Additional
Notes” has the meaning given to such term in the Second Lien Indenture as in effect on the date hereof.


 


“Additional
Second Lien Debt Facility” means any Indebtedness for which the requirements of Section 4.04(b) of this Agreement
have been satisfied, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced
or refinanced in whole or in part from time to time in accordance with each applicable Secured Debt Document; provided that
neither the Second Lien Indenture nor any Second Lien Substitute Facility shall constitute an Additional Second Lien Debt Facility
at any time.


 


“Additional
Second Lien Documents” means the Additional Second Lien Debt Facility and the Additional Second Lien Security Documents.


 


“Additional
Second Lien Obligations” means, with respect to any Grantor, any obligations of such Grantor owed to any Additional
Second Lien Secured Party (or any of its Affiliates) in respect of the Additional Second Lien Documents.


 


“Additional
Second Lien Secured Parties” means, at any time, the Second Lien Collateral Trustee, the trustee, agent or other
representative of the holders of any Series of Second Lien Debt who maintains the transfer register for such Series of Second Lien
Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Additional Second Lien Document
and each other holder of, or obligee in respect of, any holder or lender pursuant to any Series of Second Lien Debt outstanding
at such time; provided that the Indenture Second Lien Secured Parties shall not be deemed Additional Second Lien Secured
Parties.


 




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“Additional
Second Lien Security Documents” means the Additional Second Lien Debt Facility (insofar as the same grants a Lien
on the Collateral) and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral
agency agreements, control agreements, or grants or transfers for security, now existing or entered into after the date hereof,
executed and delivered by EXXI or any other Grantor creating (or purporting to create) a Lien upon the Second Lien Collateral in
favor of the Additional Second Lien Secured Parties.


 


“Additional
Third Lien Debt Facility” means any Indebtedness for which the requirements of Section 4.04(b) of this Agreement
have been satisfied, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced
or refinanced in whole or in part from time to time in accordance with each applicable Secured Debt Document; provided that
no Third Lien Substitute Facility shall constitute an Additional Third Lien Debt Facility at any time.


 


“Additional
Third Lien Documents” means the Additional Third Lien Debt Facility and the Additional Third Lien Security Documents.


 


“Additional
Third Lien Obligations” means, with respect to any Grantor, any obligations of such Grantor owed to any Additional
Third Lien Secured Party (or any of its Affiliates) in respect of the Additional Third Lien Documents.


 


“Additional
Third Lien Secured Parties” means, at any time, the Third Lien Collateral Trustee, the trustee, agent or other representative
of the holders of any Series of Third Lien Debt who maintains the transfer register for such Series of Third Lien Debt, the beneficiaries
of each indemnification obligation undertaken by any Grantor under any Additional Third Lien Document and each other holder of,
or obligee in respect of, any holder or lender pursuant to any Series of Third Lien Debt outstanding at such time.


 


“Additional
Third Lien Security Documents” means the Additional Third Lien Debt Facility (insofar as the same grants a Lien on
the Collateral) and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral
agency agreements, control agreements, or grants or transfers for security, now existing or entered into after the date hereof,
executed and delivered by EXXI or any other Grantor creating (or purporting to create) a Lien upon the Third Lien Collateral in
favor of the Additional Third Lien Secured Parties (including any such agreements, assignments, mortgages, deeds of trust and other
documents or instruments associated with any Third Lien Substitute Facility).


 


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


 




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“Bank Product”
means each and any of the following bank services and products provided to any Borrower or any other Grantor by any lender under
the Priority Credit Agreement or any Affiliate of any such lender: (a) commercial credit cards, (b) stored value cards and (c)
Treasury Management Arrangement (including controlled disbursement, automated clearinghouse transactions, return items, overdrafts
and interstate depository network services).


 


“Bank Product
Obligations” means any and all obligations of any Borrower or any other Grantor, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor) in connection with any Bank Product.


 


“Bankruptcy
Code” means Title 11 of the United States Code.


 


“Bankruptcy
Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.


 


“Board of Directors”
means: (1) with respect to a corporation, the board of directors of the corporation; (2) with respect to a partnership, the Board
of Directors of the general partner of the partnership; and (3) with respect to any other Person, the board or committee of such
Person serving a similar function.


 


“Borrowers”
means EXXI and EPL.


 


“Business Day”
means each day that is not a Saturday, Sunday or other day on which banking institutions in Houston, Texas or in New York, New
York are authorized or required by law to close.


 


“Capital Stock”
means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership
or limited liability company, partnership interests (whether general or limited) or membership interests; and (d) any other interest
or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets
of, the issuing Person.


 


“Class”
means (a) in the case of Priority Lien Debt, the Priority Lien Debt, taken together, (b) in the case of Second Lien Debt, every
Series of Second Lien Debt, taken together and (c) in the case of Third Lien Debt, every Series of Third Lien Debt, taken together.


 


“Collateral”
means all of the assets and property of any Grantor, whether real, personal or mixed, constituting the Priority Lien Collateral,
the Second Lien Collateral and/or the Third Lien Collateral.


 


“Credit Facilities”
means, one or more debt facilities (including, without limitation, the Priority Credit Agreement), commercial paper facilities
or capital markets financings, in each case, with banks or other institutional lenders or investors providing for revolving credit
loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from (or sell receivables to) such lenders against such receivables), letters of credit or capital market financings,
in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including refinancing with any capital
markets transaction) in whole or in part from time to time with banks or other institutional lenders or investors.


 




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“DIP Financing”
has the meaning assigned to such term in Section 4.02(b).


 


“DIP Financing
Liens” has the meaning assigned to such term in Section 4.02(b).


 


“DIP Lenders”
has the meaning assigned to such term in Section 4.02(b).


 


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


 


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


 


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


 


(c)          discharge
or cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn
amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit
constituting Priority Lien Obligations;


 


(d)          payment
of Hedging Obligations constituting Priority Lien Obligations (and, with respect to any particular Hedge Agreement, termination
of such agreement and payment in full in cash of all obligations thereunder or such other arrangements as have been made by the
counterparty thereto (and communicated to the Priority Lien Agent) pursuant to the terms of the Priority Credit Agreement); and


 


(e)          payment
in full in cash of all other Priority Lien Obligations, including without limitation, Bank Product Obligations, that are outstanding
and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications,
reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at or prior to such
time);


 


provided that, if, at any time after
the Discharge of Priority Lien Obligations has occurred, any Borrower enters into any Priority Lien Document evidencing a Priority
Lien Obligation which incurrence is not prohibited by the applicable Secured Debt Documents, then such Discharge of Priority Lien
Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new Priority
Lien Obligations (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Priority
Lien Obligations), and, from and after the date on which EXXI designates such Indebtedness as Priority Lien Debt in accordance
with this Agreement, the obligations under such Priority Lien Document shall automatically and without any further action be treated
as Priority Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect
of Collateral set forth in this Agreement, any Second Lien Obligations shall be deemed to have been at all times Second Lien Obligations
and at no time Priority Lien Obligations and any Third Lien Obligations shall be deemed to have been at all times Third Lien Obligations
and at no time Priority Lien Obligations or Second Lien Obligations. For the avoidance of doubt, a Replacement as contemplated
by Section 4.04(a) shall not be deemed to cause a Discharge of Priority Lien Obligations.


 




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


 


(a)          payment
in full in cash of the principal of and interest and premium (if any) on all Second Lien Debt;


 


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


 


provided that, if
at any time after the Discharge of Second Lien Obligations has occurred, any Borrower enters into any Second Lien Document evidencing
a Second Lien Obligation which incurrence is not prohibited by the applicable Secured Debt Documents, then such Discharge of Second
Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new
Second Lien Obligations (other than with respect to any actions taken as a result of the occurrence of such first Discharge of
Second Lien Obligations), and, from and after the date on which EXXI designates such Indebtedness as Second Lien Debt in accordance
with this Agreement, the obligations under such Second Lien Document shall automatically and without any further action be treated
as Second Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect
of Collateral set forth in this Agreement, any Third Lien Obligations shall be deemed to have been at all times Third Lien Obligations
and at no time Second Lien Obligations. For the avoidance of doubt, a Replacement as contemplated by Section 4.04(a) shall not
be deemed to cause a Discharge of Second Lien Obligations.


 


“Disposition”
shall mean any sale, lease, exchange, assignment, license, contribution, transfer or other disposition. “Dispose” shall
have a correlative meaning.


 


“Disqualifying
Termination Condition” has the meaning assigned to such term in the Second Lien Indenture.


 


“EPL”
means EPL Oil & Gas, Inc., a Delaware corporation and a wholly owned subsidiary of EXXI, together with its successors and assigns.


 


“EPL Entities”
means EPL and any subsidiary thereof.


 


“Excess Priority
Lien Obligations” means Obligations constituting Priority Lien Obligations for the principal amount of indebtedness
(including letters of credit and reimbursement obligations) under the Priority Credit Agreement and/or any other Credit Facility
pursuant to which Priority Lien Debt has been issued to the extent that such Obligations for principal, letters of credit and reimbursement
obligations are in excess of the amount in clause (a) of the definition of “Priority Lien Cap.”


 


“EXXI”
has the meaning assigned to such term in the preamble hereto.


 




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“Governmental
Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether
state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other Person exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Grand Isle
Gathering System” means Energy XXI Pipeline LLC’s and Energy XXI Pipeline II LLC’s Grand Isle flow line
networks and process facilities, including all pumps, pipelines, gathering systems, headers, separators, tanks, regulators, compressors,
pumps, valves and associated equipment.


 


“Grantor”
means EXXI, each other Borrower, each other subsidiary of EXXI that shall have granted any Lien in favor of any of the Priority
Lien Agent, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee on any of its assets or properties to secure
any of the Secured Obligations, Energy XXI USA, Inc., a Delaware corporation, and Energy XXI Ltd. (f/k/a Energy XXI (Bermuda) Limited),
a corporation organized under the laws of Bermuda.


 


“Hedging Obligations”
means, with respect to any Grantor, the obligations of such Grantor incurred in the normal course of business and consistent with
past practices and not for speculative purposes under:


 


(a)          interest
rate swap agreements, interest rate cap agreements and interest rate collar agreements entered into with one of more financial
institutions and designed to protect such Grantor or any subsidiary thereof entering into the agreement against fluctuations in
interest rates with respect to indebtedness incurred;


 


(b)          foreign
exchange contracts and currency protection agreements entered into with one of more financial institutions and designed to protect
such Grantor or any subsidiary thereof entering into the agreement against fluctuations in currency exchanges rates with respect
to indebtedness incurred;


 


(c)          any
commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations
in the price of oil, natural gas or other commodities used, produced, processed or sold by that Grantor or any subsidiary thereof
at the time; and


 


(d)          other
agreements or arrangements designed to protect such Grantor or any subsidiary thereof against fluctuations in interest rates, commodity
prices or currency exchange rates.


 


“Hydrocarbons”
means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons
and all products refined or separated therefrom.


 


“Hydrocarbon
Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases,
oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty
interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.


 




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“Indenture
Second Lien Documents” means the Second Lien Indenture, the Second Lien Indenture Notes, the Indenture Second Lien
Security Documents and all other loan documents, notes, guarantees, instruments and agreements governing or evidencing the Indenture
Second Lien Obligations or any Second Lien Substitute Facility.


 


“Indenture
Second Lien Obligations” means, with respect to any Grantor, any obligations of such Grantor owed to any Indenture
Second Lien Secured Party (or any of its Affiliates) in respect of the Indenture Second Lien Documents.


 


“Indenture
Second Lien Secured Parties” means, at any time, the Second Lien Trustee, the Second Lien Collateral Trustee, the
trustees, agents and other representatives of the holders of the Second Lien Indenture Notes (including any holders of notes pursuant
to supplements executed in connection with the issuance of any Series of Second Lien Debt under the Second Lien Indenture) who
maintains the transfer register for such Second Lien Indenture Notes or such Series of Second Lien Debt, the beneficiaries of each
indemnification obligation undertaken by any Grantor under any Indenture Second Lien Document and each other holder of, or obligee
in respect of, any Second Lien Indenture Notes, any holder or lender pursuant to any Indenture Second Lien Document outstanding
at such time; provided that the Additional Second Lien Secured Parties shall not be deemed Indenture Second Lien Secured
Parties.


 


“Indenture
Second Lien Security Documents” means the Second Lien Indenture (insofar as the same grants a Lien on the Collateral),
the Second Lien Collateral Trust Agreement, each agreement listed in Part B of Exhibit B hereto and any other security agreements,
pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements, or grants
or transfers for security, now existing or entered into after the date hereof, executed and delivered by EXXI or any other Grantor
creating (or purporting to create) a Lien upon Collateral in favor of the Second Lien Collateral Trustee (including any such agreements,
assignments, mortgages, deeds of trust and other documents or instruments associated with any Second Lien Substitute Facility).


 


“Initial Third
Lien Debt Facility” means Indebtedness secured by a Third Lien for which the requirements of Section 4.04(c) of this
Agreement have been satisfied, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented,
replaced or refinanced in whole or in part from time to time in accordance with each applicable Secured Debt Document.


 


“Initial Third
Lien Documents” means the Initial Third Lien Debt Facility and the Initial Third Lien Security Documents.


 


“Initial Third
Lien Obligations” means, with respect to any Grantor, any obligations of such Grantor owed to any Initial Third Lien
Secured Party (or any of its Affiliates) in respect of the Initial Third Lien Documents.


 




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“Initial Third
Lien Secured Parties” means, at any time, the Third Lien Trustee, the Third Lien Collateral Trustee, the trustees,
agents and other representatives of the holders of the Initial Third Lien Debt Facility (including any holders of notes pursuant
to supplements executed in connection with the issuance of Series of Third Lien Debt under the Initial Third Lien Debt Facility)
who maintains the transfer register for such Third Lien Debt, the beneficiaries of each indemnification obligation undertaken by
any Grantor under any Initial Third Lien Document and each other holder of, or obligee in respect of, any Initial Third Lien Obligations,
any holder or lender pursuant to any Initial Third Lien Document outstanding at such time; provided that the Additional Third Lien
Secured Parties shall not be deemed Initial Third Lien Secured Parties.


 


“Initial Third
Lien Security Documents” means the Initial Third Lien Debt Facility (insofar as the same grants a Lien on the Collateral)
and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements,
control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed and delivered
by EXXI or any other Grantor creating (or purporting to create) a Lien upon the Third Lien Collateral in favor of the Initial Third
Lien Secured Parties (including any such agreements, assignments, mortgages, deeds of trust and other documents or instruments
associated with any Third Lien Substitute Facility).


 


“Insolvency
or Liquidation Proceeding” means:


 


(a)          any
case commenced by or against EXXI, EPL or any other Grantor under the Bankruptcy Code or any other Bankruptcy Law, any other proceeding
for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of EXXI, EPL or any other Grantor,
any receivership or assignment for the benefit of creditors relating to EXXI, EPL or any other Grantor or any similar case or proceeding
relative to EXXI, EPL or any other Grantor or its creditors, as such, in each case whether or not voluntary;


 


(b)          any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to EXXI, EPL or any other Grantor,
in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


 


(c)          any
other proceeding of any type or nature in which substantially all claims of creditors of EXXI, EPL or any other Grantor are determined
and any payment or distribution is or may be made on account of such claims.


 


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


 


“Modified ACNTA”
has the meaning set forth in the Second Lien Indenture as in effect on the date hereof, and any component definition used therein
has the meaning set forth in the Second Lien Indenture as in effect on the date hereof.


 


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


 




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“Obligations”
means any principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of
credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement
of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate even if such interest is not
enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses
and other liabilities payable under the documentation governing any Indebtedness.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Senior Vice President,
any Vice President or any Assistant Vice President of such Person.


 


“Officers’
Certificate” means a certificate signed on behalf of EXXI by any Officers of EXXI.


 


“Oil and Gas
Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon
Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units
created thereby (including without limitation all units created under orders, regulations and rules of any governmental authority)
that may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements,
including production sharing contracts and agreements, that relate to any of the Hydrocarbon Interests or the production, sale,
purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and
under and that may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents,
issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements,
hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests
and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real
or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating,
working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental
equipment or other personal Property that may be on such premises for the purpose of drilling a well or for other similar temporary
uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid
extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves,
fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers,
casing, tubing and rods, surface leases, rights-of-way, easements and servitudes, together with all additions, substitutions, replacements,
accessions and attachments to any and all of the foregoing.


 


“Original Priority
Lien Agent” has the meaning assigned to such term in the preamble hereto.


 


“Original Second
Lien Collateral Trustee” has the meaning assigned to such term in the preamble hereto.


 




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“Original Second
Lien Trustee” means U.S. Bank National Association, in its capacity as trustee under the Second Lien Indenture, and
together with its successors in such capacity.


 


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


 


“Priority Confirmation
Joinder” means an agreement substantially in the form of Exhibit A.


 


“Priority Credit
Agreement” means the Second Amended and Restated First Lien Credit Agreement, dated as of May 5, 2011, among EXXI
and EPL as borrowers, the Original Priority Lien Agent, the lenders party thereto from time to time and the other agents named
therein, as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise modified from time to time with the
same and/or different lenders and/or agents and any credit agreement, loan agreement, note agreement, promissory note, indenture
or any other agreement or instrument evidencing or governing the terms of any Priority Substitute Facility.


 


“Priority Lien”
means a Lien granted by any Borrower or Grantor in favor of the Priority Lien Collateral Agent, at any time, upon any Property
of such Borrower or Grantor to secure Priority Lien Obligations (including Liens on such Collateral under the security documents
associated with any Priority Substitute Credit Facility).


 


“Priority Lien
Agent” means the Original Priority Lien Agent, and, from and after the date of execution and delivery of a Priority
Substitute Facility, the agent, collateral agent, trustee or other representative of the lenders or holders of the indebtedness
and other Obligations evidenced thereunder or governed thereby, in each case, together with its successors in such capacity.


 


“Priority Lien
Cap” means, as of any date, without duplication, (a) the principal amount of indebtedness under the Priority Credit
Agreement and/or any other Credit Facility (including letters of credit and reimbursement obligations) pursuant to which Priority
Lien Debt has been issued in an aggregate principal amount not in excess of the greatest of (i) $500,000,000, (ii) the Borrowing
Base (including any component definition used therein, each as defined in the Second Lien Indenture as in effect on the date hereof)
in effect at the time of such incurrence and (iii) prior to the date that the EPL Entities become guarantors in accordance with
the terms of the Second Lien Indenture as in effect on the date hereof, (x) 12.5% of Modified ACNTA on the date of incurrence and
(y) thereafter, 15.0% of Modified ACNTA on the date of incurrence, plus (b) the amount of all Hedging Obligations, to the
extent such Hedging Obligations are secured by the Priority Liens, plus (c) the amount of all Bank Product Obligations,
plus (d) the amount of accrued and unpaid interest (excluding any interest paid-in-kind) and outstanding fees, to the extent
such Obligations are secured by the Priority Liens. For purposes of this definition, all letters of credit will be valued at the
face amount thereof, whether or not drawn.


 


“Priority Lien
Collateral” shall mean all “Collateral”, as defined in the Priority Credit Agreement or any other Priority
Lien Document, and any other assets of any Grantor now or at any time hereafter subject to Liens which secure, but only to the
extent securing, any Priority Lien Obligation.


 




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“Priority Lien
Debt” means the indebtedness under the Priority Credit Agreement (including letters of credit and reimbursement obligations
with respect thereto) that was permitted to be incurred and secured under the Priority Credit Agreement, the Second Lien Indenture,
any Additional Second Lien Debt Facility, any Second Lien Substitute Facility, any Initial Third Lien Debt Facility, any Additional
Third Lien Debt Facility and any Third Lien Substitute Facility (or as to which the lenders under the Priority Credit Agreement
obtained an Officers’ Certificate at the time of incurrence to the effect that such indebtedness was permitted to be incurred
and secured by all applicable Secured Debt Documents) and additional indebtedness under any Priority Substitute Credit Facility.
For purposes of this Agreement, indebtedness under the Priority Credit Agreement is permitted to be incurred under each of the
Second Lien Indenture and any Third Lien Indenture.


 


“Priority Lien
Documents” means the Priority Credit Agreement, the Priority Lien Security Documents, the other “Loan Documents”
(as defined in the Priority Credit Agreement) and all other loan documents, notes, guarantees, instruments and agreements governing
or evidencing, or executed or delivered in connection with, any Priority Substitute Credit Facility.


 


“Priority Lien
Obligations” means the Priority Lien Debt and all other Obligations in respect of or in connection with Priority
Lien Debt together with Hedging Obligations and the Bank Product Obligations. Notwithstanding any other provision hereof, the term
“Priority Lien Obligations” will include accrued interest, fees, costs, and other charges incurred under the Priority
Credit Agreement and the other Priority Lien Documents, whether incurred before or after commencement of an Insolvency or Liquidation
Proceeding, and whether or not allowable in an Insolvency or Liquidation Proceeding. To the extent that any payment with respect
to the Priority Lien Obligations (whether by or on behalf of the Borrowers, as proceeds of security, enforcement of any right of
set-off, or otherwise) is declared to be fraudulent or preferential in any respect, set aside, or required to be paid to a debtor
in possession, trustee, receiver, or similar Person, then the obligation or part thereof originally intended to be satisfied will
be deemed to be reinstated and outstanding as if such payment had not occurred.


 


“Priority Lien
Secured Parties” means, at any time, the Priority Lien Agent, each lender or issuing bank under the Priority Credit
Agreement, each holder, provider or obligee of any Hedging Obligations and Bank Product Obligations that is a lender under the
Priority Credit Agreement or an Affiliate (as defined herein or in the Priority Credit Agreement) thereof and is a secured party
(or a party entitled to the benefits of the security) under any Priority Lien Document, the beneficiaries of each indemnification
obligation undertaken by any Grantor under any Priority Lien Document, each other Person that provides letters of credit, guarantees
or other credit support related thereto under any Priority Lien Document and each other holder of, or obligee in respect of, any
Priority Lien Obligations (including pursuant to a Priority Substitute Credit Facility), in each case to the extent designated
as a secured party (or a party entitled to the benefits of the security) under any Priority Lien Document outstanding at such time.


 




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“Priority Lien
Security Documents” means the Priority Credit Agreement (insofar as the same grants a Lien on the Collateral), each
agreement listed in Part A of Exhibit B hereto, and any other security agreements, pledge agreements, collateral assignments, mortgages,
deeds of trust, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed
and delivered by EXXI or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Priority Lien
Agent (including any such agreements, assignments, mortgages, deeds of trust and other documents or instruments associated with
any Priority Substitute Credit Facility).


 


“Priority Substitute
Credit Facility” means any Credit Facility with respect to which the requirements contained in Section 4.04(a) of
this Agreement have been satisfied and that Replaces the Priority Credit Agreement then in existence. For the avoidance of doubt,
no Priority Substitute Credit Facility shall be required to be a revolving or asset-based loan facility and may be a facility evidenced
or governed by a credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument;
provided that any Priority Lien securing such Priority Substitute Credit Facility shall be subject to the terms of this
Agreement for all purposes (including the lien priorities as set forth herein as of the date hereof).


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including,
without limitation, cash, securities, accounts and contract rights.


 


“Proved Reserves”
means “Proved Reserves” as defined in the Definitions for Oil and Gas Reserves (the “Reserve Definitions”)
promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.


 


“Replaces”
means, (a) in respect of any agreement with reference to the Priority Credit Agreement or the Priority Lien Obligations or any
Priority Substitute Credit Facility, that such agreement refunds, refinances or replaces the Priority Credit Agreement, the Priority
Lien Obligations or such Priority Substitute Credit Facility in whole (in a transaction that is in compliance with Section 4.04(a))
and that all commitments thereunder are terminated, or, to the extent permitted by the terms of the Priority Credit Agreement,
Priority Lien Obligations or such Priority Substitute Credit Facility, in part, (b) in respect of any agreement with reference
to the Second Lien Documents, the Second Lien Obligations or any Second Lien Substitute Facility, that such indebtedness refunds,
refinances or replaces the Second Lien Documents, the Second Lien Obligations or such Second Lien Substitute Facility in whole
(in a transaction that is in compliance with Section 4.04(a)) and that all commitments thereunder are terminated, or, to the extent
permitted by the terms of the Second Lien Documents, the Second Lien Obligations or such Second Lien Substitute Facility, in part
and (c) in respect of any agreement with reference to the Third Lien Documents, the Third Lien Obligations or any Third Lien Substitute
Facility, that such indebtedness refunds, refinances or replaces the Third Lien Documents, the Third Lien Obligations or such Third
Lien Substitute Facility in whole (in a transaction that is in compliance with Section 4.04(a)) and that all commitments thereunder
are terminated, or, to the extent permitted by the terms of the Third Lien Documents, the Third Lien Obligations, or such Third
Lien Substitute Facility, in part. “Replace,” “Replaced” and “Replacement”
shall have correlative meanings.


 




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“Reserve Report”
means (a) from the date hereof until the date upon which the initial reserve report described in clause (b)(i) is completed, the
internal reserve report concerning Oil and Gas Properties of EXXI as of December 31, 2014, prepared by EXXI’s petroleum engineers
and (b) thereafter, (i) a reserve report estimating the discounted future net revenue from Proved Reserves of the Grantors, prepared
as of the end of EXXI’s most recently completed fiscal year, which reserve report is prepared or reviewed or audited by an
independent petroleum engineer as to Proved Reserves accounting for at least 80% of all discounted future net revenue from all
of the Grantors’ Proved Reserves and by EXXI’s petroleum engineers with respect to any other such Proved Reserves covered
by such report and (ii) a reserve report estimating the discounted future net revenue from Proved Reserves of the Grantors prepared
by EXXI’s petroleum engineers as of the date that is six months after the end of EXXI’s most recently completed fiscal
year, and in each case with such estimates calculated in accordance with SEC guidelines (but utilizing the five-year strip price
for crude oil (WTI Cushing), for natural gas liquids (Mont Belvieu) and natural gas (Henry Hub), with such price held flat for
each subsequent year, quoted on the New York Mercantile Exchange (or its successor) on the “as of” date of such Reserve
Report.


 


“Second Lien”
means a Lien granted by a Second Lien Document to the Second Lien Collateral Trustee, at any time, upon any Collateral by any Grantor
to secure Second Lien Obligations (including Liens on such Collateral under the security documents associated with any Second Lien
Substitute Facility).


 


“Second Lien
Collateral” shall mean all “Collateral”, as defined in any Second Lien Document, and any other assets
of any Grantor now or at any time hereafter subject to Liens which secure, but only to the extent securing, any Second Lien Obligations.


 


“Second Lien
Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of March 12, 2015, among EXXI, the other
Grantors from time to time party thereto, the Second Lien Trustee, the other Second Lien Representatives from time to time party
thereto and the Second Lien Collateral Trustee, as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise
modified from time to time, in accordance with each applicable Second Lien Document.


 


“Second Lien
Collateral Trustee” means the Original Second Lien Collateral Trustee, and, from and after the date of execution
and delivery of a Second Lien Substitute Facility, the agent, collateral agent, trustee or other representative of the lenders
or other holders of the indebtedness and other obligations evidence thereunder or governed thereby, in each case, together with
its successors in such capacity.


 


“Second Lien
Debt” means the indebtedness under the Second Lien Indenture Notes issued on the date hereof and guarantees thereof
and all additional indebtedness incurred under any Additional Second Lien Documents and all additional indebtedness in respect
of Additional Notes and guarantees thereof, in each case, that was permitted to be incurred and secured in accordance with the
Secured Debt Documents and with respect to which the requirements of Section 4.04(b) have been (or are deemed) satisfied, and all
Indebtedness incurred under any Second Lien Substitute Facility.


 


“Second Lien
Documents” means the Indenture Second Lien Documents and the Additional Second Lien Documents.


 




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“Second Lien
Indenture” means the Indenture, dated as of March 12, 2015, among EXXI, the Grantors party thereto from time to time,
the Second Lien Collateral Trustee and the Second Lien Trustee, as amended, restated, adjusted, waived, renewed, extended, supplemented
or otherwise modified from time to time in accordance with the terms hereof (including any supplements executed in connection with
the issuance of any Series of Second Lien Debt under the Second Lien Indenture) unless restricted by the terms of this Agreement,
and any credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument evidencing
or governing the terms of any Second Lien Substitute Facility.


 


“Second Lien
Indenture Notes” means (i) the 11.000% Senior Secured Second Lien Notes due 2020 issued under the Second Lien Indenture
on the date hereof, and (ii) any Additional Notes for which the requirements of Section 3.8 of the Second Lien Collateral Trust
Agreement have been satisfied.


 


“Second Lien
Obligations” means Second Lien Debt and all other Obligations in respect thereof. Notwithstanding any other provision
hereof, the term “Second Lien Obligations” will include accrued interest, fees, costs, and other charges incurred under
the Second Lien Indenture and the other Second Lien Documents, whether incurred before or after commencement of an Insolvency or
Liquidation Proceeding and whether or not allowable in an Insolvency or Liquidation Proceeding.


 


“Second Lien
Purchasers” has the meaning assigned to such term in Section 3.06.


 


“Second Lien
Representative” means (a) in the case of the Second Lien Indenture Notes, the Second Lien Trustee, and (b) in the
case of any other Series of Second Lien Debt, the trustee, agent or representative of the holders of such Series of Second Lien
Debt who (a) is appointed as a Second Lien Representative (for purposes related to the administration of the security documents)
pursuant to the indenture, credit agreement or other agreement governing such Series of Second Lien Debt, together with its successors
in such capacity, and (b) has become party to the Second Lien Collateral Trust Agreement by executing a joinder in the form required
under the Second Lien Collateral Trust Agreement.


 


“Second Lien
Secured Parties” means the Indenture Second Lien Secured Parties and the Additional Second Lien Secured Parties.


 


“Second Lien
Security Documents” means the Indenture Second Lien Security Documents and the Additional Second Lien Security Documents.


 


“Second Lien
Standstill Period” has the meaning assigned to such term in Section 3.02(a)(i).


 


“Second Lien
Substitute Facility” means any facility with respect to which the requirements contained in Section 4.04(a) of this
Agreement have been satisfied and that is permitted to be incurred pursuant to the Priority Lien Documents, the proceeds of which
are used to, among other things, Replace the Second Lien Indenture and/or any Additional Second Lien Debt Facility then in existence.
For the avoidance of doubt, no Second Lien Substitute Facility shall be required to be evidenced by notes or other instruments
and may be a facility evidenced or governed by a credit agreement, loan agreement, note agreement, promissory note, indenture or
any other agreement or instrument; provided that any such Second Lien Substitute Facility shall be subject to the terms
of this Agreement for all purposes (including the lien priority as set forth herein as of the date hereof) as the other Liens securing
the Second Lien Obligations are subject to under this Agreement.


 




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“Second Lien
Trustee” means the Original Second Lien Trustee, and, from and after the date of execution and delivery of the Second
Lien Substitute Facility, the agent, collateral agent, trustee or other representative of the lenders or other holders of the indebtedness
and other obligations evidenced thereunder or governed thereby, together with its successors in such capacity.


 


“Secured Debt
Documents” means the Priority Lien Documents, the Second Lien Documents and the Third Lien Documents.


 


“Secured Debt
Representative” means the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee.


 


“Secured Obligations”
means the Priority Lien Obligations, the Second Lien Obligations and the Third Lien Obligations.


 


“Secured Parties”
means the Priority Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties.


 


“Security Documents”
means the Priority Lien Security Documents, the Second Lien Security Documents and the Third Lien Security Documents.


 


“Series of
Second Lien Debt” means, severally, the Second Lien Indenture Notes and each other issue or series of Second Lien
Debt (including any Additional Second Lien Debt Facility) for which a single transfer register is maintained.


 


“Series of
Secured Debt” means the Priority Lien Debt, each Series of Second Lien Debt and each Series of Third Lien Debt.


 


“Series of
Third Lien Debt” means, severally, the Initial Third Lien Debt Facility and each other issue or series of Third Lien
Debt (including any Additional Third Lien Debt Facility) for which a single transfer register is maintained.


 


“subsidiary”
means, with respect to any specified Person: (1) any corporation, association, limited liability company or other business entity
(other than a partnership) of which more than 50% of the total voting power of Voting Stock is at the time owned or controlled,
directly or through another subsidiary, by that Person or one or more of the other subsidiaries of that Person (or a combination
thereof); and (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a subsidiary
of such Person or (b) the only general partners of which are that Person or one or more subsidiaries of that Person (or any combination
thereof), or (c) as to which such Person and its subsidiaries are entitled to receive more than 50% of the assets of such partnership
upon its dissolution.


 




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“Standstill
Period” means the Second Lien Standstill Period, the Third Lien First Standstill Period and the Third Lien Second
Standstill Period, as applicable.


 


“Third Lien”
means a Lien granted by a Third Lien Document to the Third Lien Collateral Trustee, at any time, upon any Collateral by any Grantor
to secure Third Lien Obligations (including Liens on such Collateral under the security documents associated with any Third Lien
Substitute Facility).


 


“Third Lien
Collateral” shall mean all “Collateral”, as defined in any Third Lien Document, and any other assets
of any Grantor now or at any time hereafter subject to Liens which secure, but only to the extent securing, any Third Lien Obligations.


 


“Third Lien
Collateral Trust Agreement” means from and after the date of execution and delivery of the Initial Third Lien Debt
Facility, a collateral trust agreement entered into among EXXI, the other Grantors, the Third Lien Trustee, the other Third Lien
Representatives and the Third Lien Collateral Trustee, as amended, restated, adjusted, waived, renewed, extended, supplemented
or otherwise modified from time to time, in accordance with each applicable Third Lien Document.


 


“Third Lien
Collateral Trustee” means from and after the date of execution and delivery of the Initial Third Lien Debt Facility,
the agent, collateral agent, trustee or other representative of the lenders or other holders of the indebtedness and other obligations
evidence thereunder or governed thereby, in each case, together with its successors in such capacity.


 


“Third Lien
Debt” means indebtedness under the Initial Third Lien Debt Facility and indebtedness incurred under any Additional
Third Lien Documents and with respect to which the requirements of Section 4.04(c) have been satisfied, and all indebtedness incurred
under any Third Lien Substitute Facility.


 


“Third Lien
Documents” means the Initial Third Lien Documents, the Additional Third Lien Documents and all other loan documents,
notes, guarantees, instruments and agreements governing or evidencing any Third Lien Substitute Facility.


 


“Third Lien
First Standstill Period” has the meaning assigned to such term in Section 3.02(a)(ii).


 


“Third Lien
Obligations” means Third Lien Debt and all other Obligations in respect thereof. Notwithstanding any other provision
hereof, the term “Third Lien Obligations” will include accrued interest, fees, costs, and other charges incurred under
the Third Lien Documents, whether incurred before or after commencement of an Insolvency or Liquidation Proceeding.


 


“Third Lien
Representative” means (a) in the case of the Initial Third Lien Debt Facility, the Third Lien Trustee and (b) in
the case of any Series of Third Lien Debt, the trustee, agent or representative of the holders of such Series of Third Lien Debt
who (a) is appointed as a Third Lien Representative (for purposes related to the administration of the security documents) pursuant
to the indenture, credit agreement or other agreement governing such Series of Third Lien Debt, together with its successors in
such capacity, and (b) has become party to the Third Lien Collateral Trust Agreement by executing a joinder in the form required
under the Third Lien Collateral Trust Agreement.


 




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“Third Lien
Second Standstill Period” has the meaning assigned to such term in Section 3.02(b).


 


“Third Lien
Secured Parties” means the Initial Third Lien Secured Parties and the Additional Third Lien Secured Parties.


 


“Third Lien
Security Documents” means the Initial Third Lien Secured Documents and the Additional Third Lien Security Documents.


 


“Third Lien
Substitute Facility” means any facility with respect to which the requirements contained in Section 4.04(a) of this
Agreement have been satisfied and that is permitted to be incurred pursuant to the Priority Lien Documents and the Second Lien
Documents, the proceeds of which are used to, among other things, Replace any Initial Third Lien Debt Facility and/or Additional
Third Lien Debt Facility then in existence. For the avoidance of doubt, no Third Lien Substitute Facility shall be required to
be evidenced by notes or other instruments and may be a facility evidenced or governed by a credit agreement, loan agreement, note
agreement, promissory note, indenture or any other agreement or instrument; provided that any such Third Lien Substitute
Facility shall be subject to the terms of this Agreement for all purposes (including the lien priority as set forth herein as of
the date hereof) as the other Liens securing the Third Lien Obligations are subject to under this Agreement.


 


“Third Lien
Trustee” means, from and after the date of execution and delivery of the Initial Third Lien Debt Facility or Third
Lien Substitute Facility, the agent, collateral agent, trustee or other representative of the lenders or other holders of the indebtedness
and other obligations evidenced thereunder or governed thereby, together with its successors in such capacity.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date hereof.


 


“Treasury Management
Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services,
including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned
check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other
cash management services.


 


“Voting Stock”
of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence
of any contingency) to vote in the election of the Board of Directors of such Person.


 


Article
II

LIEN PRIORITIES


 


SECTION
2.01.         Relative Priorities. (a) The grant of the Priority Liens
pursuant to the Priority Lien Documents, the grant of the Second Liens pursuant to the Second Lien Documents and the grant of the
Third Liens pursuant to the Third Lien Documents create three separate and distinct Liens on the Collateral.


 




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(b)          Notwithstanding
anything contained in this Agreement, the Priority Lien Documents, the Second Lien Documents, the Third Lien Documents or any other
agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a
Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner,
or order of the grant, attachment or perfection of a Lien, (iii) any conflicting provision of the New York UCC or other applicable
law, (iv) any defect in, or non-perfection, setting aside, or avoidance of, a Lien or a Priority Lien Document, a Second Lien Document
or a Third Lien Document, (v) the modification of a Priority Lien Obligation, a Second Lien Obligation or a Third Lien Obligation,
or (vi) the subordination of a Lien on Collateral securing a Priority Lien Obligation to a Lien securing another obligation of
the Borrower or other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or securing a
DIP Financing, each of the Second Lien Collateral Trustee, on behalf of itself and the other Second Lien Secured Parties, and the
Third Lien Collateral Trustee, on behalf of itself and the other Third Lien Secured Parties, hereby agrees that (i) any Priority
Lien on any Collateral now or hereafter held by or for the benefit of any Priority Lien Secured Party shall be senior in right,
priority, operation, effect and all other respects to (x) any and all Second Liens on any Collateral and (y) any and all Third
Liens on any Collateral, (ii) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Second Lien
Secured Party shall be (x) junior and subordinate in right, priority, operation, effect and all other respects to any and all Priority
Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided herein and (y) senior in right, priority, operation,
effect and all other respects to any and all Third Liens on any Collateral and (iii) any Third Lien on any Collateral now or hereafter
held by or for the benefit of any Third Lien Secured Party shall be junior and subordinate in right, priority, operation, effect
and all other respects to (x) any and all Priority Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided
herein and (y) any and all Second Liens on any Collateral.


 


(c)          It
is acknowledged that, subject to the Priority Lien Cap (as provided herein), (i) the aggregate amount of the Priority Lien Obligations
may be increased from time to time pursuant to the terms of the Priority Lien Documents, (ii) a portion of the Priority Lien Obligations
consists or may consist of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time
or from time to time may be increased or reduced and subsequently reborrowed, and (iii) (1) the Priority Lien Documents may be
replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (2) the Priority Lien Obligations
may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise
amended or modified from time to time, in the case of the foregoing (1) and (2) all without affecting the subordination of the
Second Liens or Third Liens hereunder or the provisions of this Agreement defining the relative rights of the Priority Lien Secured
Parties, the Second Lien Secured Parties and the Third Lien Secured Parties. The lien priorities provided for herein shall not
be altered or otherwise affected by any amendment, modification, supplement, extension, increase, renewal, restatement or Replacement
of either the Priority Lien Obligations (or any part thereof), the Second Lien Obligations (or any part thereof) or the Third Lien
Obligations (or any part thereof), by the release of any Collateral or of any guarantees for any Priority Lien Obligations or by
any action that any Secured Debt Representative or Secured Party may take or fail to take in respect of any Collateral.


 




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SECTION
2.02.         Prohibition on Marshalling, Etc. (a)  Until
the Discharge of Priority Lien Obligations, the Second Lien Collateral Trustee will not assert any marshalling, appraisal, valuation,
or other similar right that may otherwise be available to a junior secured creditor.


 


(b)          Until
the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee will
not assert any marshalling, appraisal, valuation, or other similar right that may otherwise be available to a junior secured creditor.


 


SECTION
2.03.         No New Liens. The parties hereto agree that, (i) so long
as the Discharge of Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of
its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or
take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers
to grant), a Lien on such asset of such Grantor to secure (x) the Priority Lien Obligations and has taken all actions required
to perfect such Liens and (y) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided,
however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will
not prevent the Third Lien Collateral Trustee from taking the Lien, (b) grant or permit any additional Liens on any asset of a
Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially
concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (x) the Priority Lien Obligations
and has taken all actions required to perfect such Liens and (y) the Third Lien Obligations and has taken all actions required
to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral
Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (c) grant or permit any
additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional
Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such
Grantor to secure (x) the Second Lien Obligations and has taken all actions required to perfect such Liens and (y) the Third Lien
Obligations and has taken all actions required to perfect such Liens; provided, however, (1)
no Grantor shall be required to grant a Lien on any assets of EPL and its Subsidiaries to secure the Second Lien Obligations or
the Third Lien Obligations prior to the occurrence of the Disqualifying Condition Termination (as defined in the Second Lien Indenture)
or on Excluded Assets (as defined in the Indenture Second Lien Security Documents) and (2) the refusal or inability of the
Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent
from taking the Lien and (ii) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations,
none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on
any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has
granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the
Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept
such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (b) grant or permit any additional Liens
on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants
(or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required
to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept
such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses
(i) and (ii) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately
preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority Lien
Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee or the other Second Lien Secured Parties, each
of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral
Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to
any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention
of this Section 2.03 shall be subject to Section 3.05(b).


 




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SECTION
2.04.         Similar Collateral and Agreements. The parties hereto
acknowledge and agree that it is their intention that the Priority Lien Collateral, the Second Lien Collateral and the Third Lien
Collateral be identical (it being understood the Second Lien Collateral and Third Lien Collateral shall not include a grant of
a Lien on the assets of EPL and its Subsidiaries prior to the occurrence of the Disqualifying Termination Condition). In furtherance
of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any reasonable request by
the Priority Lien Agent, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, the specific assets included
in the Priority Lien Collateral, the Second Lien Collateral and the Third Lien Collateral, the steps taken to perfect the Priority
Liens, the Second Liens and the Third Liens thereon and the identity of the respective parties obligated under the Priority Lien
Documents, the Second Lien Documents and the Third Lien Documents in respect of the Priority Lien Obligations, the Second Lien
Obligations and the Third Lien Obligations, respectively, (b) that the Second Lien Security Documents creating Liens on the Collateral
shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents creating Liens
on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such
other modifications to such Second Lien Security Documents which are less restrictive than the corresponding Priority Lien Security
Documents, (iii) provisions in the Second Lien Security Documents which are solely applicable to the rights and duties of the Second
Lien Collateral Trustee and/or the Second Lien Trustee, and (iv) with such deletions or modifications of representations, warranties
and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities,
(c) that the Third Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of
documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral
other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications
to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second
Lien Security Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties
of the Third Lien Collateral Trustee, and (iv) with such deletions or modifications of representations, warranties and covenants
as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (d) that at no
time shall there be any Grantor that is an obligor in respect of the Second Lien Obligations that is not also an obligor in respect
of the Priority Lien Obligations and (e) that at no time shall there be any Grantor that is an obligor in respect of the Third
Lien Obligations that is not also an obligor in respect of the Priority Lien Obligations and the Second Lien Obligations.


 




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SECTION
2.05.         No Duties of Priority Lien Agent. Each of the Second Lien
Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself
and on behalf of each Third Lien Secured Party, acknowledges and agrees that neither the Priority Lien Agent nor any other Priority
Lien Secured Party shall have any duties or other obligations to any such Second Lien Secured Party or Third Lien Secured Party
with respect to any Collateral, other than to transfer to the Second Lien Collateral Trustee any remaining Collateral and any proceeds
of the sale or other Disposition of any such Collateral remaining in its possession following the associated Discharge of Priority
Lien Obligations, in each case without representation or warranty on the part of the Priority Lien Agent or any Priority Lien Secured
Party. In furtherance of the foregoing, each Second Lien Secured Party and Third Lien Secured Party acknowledges and agrees that
until the Discharge of Priority Lien Obligations (subject to the terms of Section 3.02, including the rights of the Second Lien
Secured Parties and the Third Lien Secured Parties following the expiration of any applicable Standstill Period), the Priority
Lien Agent shall be entitled, for the benefit of the Priority Lien Secured Parties, to sell, transfer or otherwise Dispose of or
deal with such Collateral, as provided herein and in the Priority Lien Documents, without regard to (i) any Second Lien or any
rights to which the Second Lien Collateral Trustee or any Second Lien Secured Party would otherwise be entitled as a result of
such Second Lien or (ii) any Third Lien or any rights to which the Third Lien Collateral Trustee or any Third Lien Secured Party
would otherwise be entitled as a result of such Third Lien. Without limiting the foregoing, each Second Lien Secured Party and
Third Lien Secured Party agrees that neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have any duty
or obligation first to marshal or realize upon any type of Collateral, or to sell, Dispose of or otherwise liquidate all or any
portion of such Collateral, in any manner that would maximize the return to the Second Lien Secured Parties or the Third Lien Secured
Parties, notwithstanding that the order and timing of any such realization, sale, Disposition or liquidation may affect the amount
of proceeds actually received by the Second Lien Secured Parties or the Third Lien Secured Parties, as applicable, from such realization,
sale, Disposition or liquidation. Each of the Second Lien Secured Parties and Third Lien Secured Parties waives any claim such
Second Lien Secured Party or Third Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority
Lien Secured Party arising out of any actions which the Priority Lien Agent or the Priority Lien Secured Parties take or omit to
take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect
to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral, and actions with
respect to the collection of any claim for all or any part of the Priority Lien Obligations from any account debtor, guarantor
or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release
of any security for the Priority Lien Obligations.


 




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SECTION
2.06.         No Duties of Second Lien Collateral Trustee. The Third
Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, acknowledges and agrees that neither the Second
Lien Collateral Trustee nor any other Second Lien Secured Party shall have any duties or other obligations to such Third Lien Secured
Party with respect to any Collateral, other than to transfer to the Third Lien Collateral Trustee any remaining Collateral and
any proceeds of the sale or other Disposition of any such Collateral remaining in its possession following the associated Discharge
of Second Lien Obligations (provided such discharge of Second Lien Obligations occurs after the Discharge of Priority Lien Obligations),
in each case without representation or warranty on the part of the Second Lien Collateral Trustee or any Second Lien Secured Party.
In furtherance of the foregoing, each Third Lien Secured Party acknowledges and agrees that after the Discharge of Priority Lien
Obligations and until the Discharge of Second Lien Obligations (subject to the terms of Section 3.02, including the rights of the
Third Lien Secured Parties following expiration of the Third Lien Second Standstill Period), the Second Lien Collateral Trustee
shall be entitled, for the benefit of the Second Lien Secured Parties, to sell, transfer or otherwise Dispose of or deal with such
Collateral, as provided herein and in the Second Lien Documents, without regard to any Third Lien or any rights to which the Third
Lien Collateral Trustee or any Third Lien Secured Party would otherwise be entitled as a result of such Third Lien. Without limiting
the foregoing, each Third Lien Secured Party agrees that neither the Second Lien Collateral Trustee nor any other Second Lien Secured
Party shall have any duty or obligation first to marshal or realize upon any type of Collateral, or to sell, Dispose of or otherwise
liquidate all or any portion of such Collateral, in any manner that would maximize the return to the Third Lien Secured Parties,
notwithstanding that the order and timing of any such realization, sale, Disposition or liquidation may affect the amount of proceeds
actually received by the Third Lien Secured Parties from such realization, sale, Disposition or liquidation. Following the Discharge
of Second Lien Obligations, the Third Lien Collateral Trustee and the other Third Lien Secured Parties may, subject to any other
agreements binding on the Third Lien Collateral Trustee or such other Third Lien Secured Parties, assert their rights under the
New York UCC or otherwise to any proceeds remaining following a sale, Disposition or other liquidation of Collateral by, or on
behalf of the Third Lien Secured Parties. Each of the Third Lien Secured Parties waives any claim such Third Lien Secured Party
may now or hereafter have against the Second Lien Collateral Trustee or any other Second Lien Secured Party arising out of any
actions which the Second Lien Collateral Trustee or the Second Lien Secured Parties take or omit to take (including actions with
respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale,
release or depreciation of, or failure to realize upon, any of the Collateral, and actions with respect to the collection of any
claim for all or any part of the Second Lien Obligations from any account debtor, guarantor or any other party) in accordance with
this Agreement and the Second Lien Documents or the valuation, use, protection or release of any security for the Second Lien Obligations.


 




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Article
III

ENFORCEMENT RIGHTS; PURCHASE OPTION


 


SECTION
3.01.         Limitation on Enforcement Action. (a) Prior to the Discharge
of Priority Lien Obligations, each of the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured
Party, and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, hereby agrees that, subject
to Section 3.05(b) and 4.07, none of the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral
Trustee or any other Third Lien Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to,
seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of,
exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or
take any other action available to it in respect of, any Collateral under any Second Lien Security Document or Third Lien Security
Document, as applicable, applicable law or otherwise (including but not limited to any right of setoff), it being agreed that only
the Priority Lien Agent, acting in accordance with the applicable Priority Lien Documents, shall have the exclusive right (and
whether or not any Insolvency or Liquidation Proceeding has been commenced), to take any such actions or exercise any such remedies,
in each case, without any consultation with or the consent of the Second Lien Collateral Trustee, any other Second Lien Secured
Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party. In exercising rights and remedies with respect
to the Collateral, the Priority Lien Agent and the other Priority Lien Secured Parties may enforce the provisions of the Priority
Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion
and regardless of whether such exercise and enforcement is adverse to the interest of any Second Lien Secured Party or Third Lien
Secured Party. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon
foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured
creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. Without limiting the generality of
the foregoing, the Priority Lien Agent will have the exclusive right to deal with that portion of the Collateral consisting of
deposit accounts and securities accounts (collectively “Accounts”), including exercising rights under
control agreements with respect to such Accounts. Each of the Second Lien Collateral Trustee, for itself and on behalf of the other
Second Lien Secured Parties and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties,
hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document, any other
Second Lien Document, any Third Lien Security Document or any other Third Lien Document, as applicable, shall be deemed to restrict
in any way the rights and remedies of the Priority Lien Agent or the other Priority Lien Secured Parties with respect to the Collateral
as set forth in this Agreement. Notwithstanding the foregoing, subject to Section 3.05, each of the Second Lien Collateral Trustee,
on behalf of the Second Lien Secured Parties, and the Third Lien Collateral Trustee, on behalf of the Third Lien Secured Parties,
may, but will have no obligation to, take all such actions (not adverse to the Priority Liens or the rights of the Priority Lien
Agent and the Priority Lien Secured Parties) it deems necessary to perfect or continue the perfection of the Second Liens in the
Collateral or to create, preserve or protect (but not enforce) the Second Liens in the Collateral or to perfect or continue the
perfection of the Third Liens in the Collateral or to create, preserve or protect (but not enforce) the Third Liens in the Collateral,
as applicable. Nothing herein shall limit the right or ability of the Second Lien Secured Parties or any Third Lien Secured Parties
to (i) purchase (by credit bid or otherwise) all or any portion of the Collateral in connection with any enforcement of remedies
by the Priority Lien Agent to the extent that, and so long as, the Priority Lien Secured Parties receive payment in full in cash
of all Priority Lien Obligations after giving effect thereto or (ii) file a proof of claim with respect to the Second Lien Obligations
or the Third Lien Obligations, as applicable.


 




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(b)          Following
the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee,
for itself and on behalf of each Third Lien Secured Party, hereby agrees that, subject to Section 3.05(b) and 4.07, neither the
Third Lien Collateral Trustee nor any other Third Lien Secured Party shall commence any judicial or nonjudicial foreclosure proceedings
with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to
take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in
or realize upon, or take any other action available to it in respect of, any Collateral under any Third Lien Security Document,
applicable law or otherwise (including but not limited to any right of setoff), it being agreed that only the Second Lien Collateral
Trustee, acting in accordance with the applicable Second Lien Documents, shall have the exclusive right (and whether or not any
Insolvency or Liquidation Proceeding has been commenced), to take any such actions or exercise any such remedies, in each case,
without any consultation with or the consent of the Third Lien Collateral Trustee or any other Third Lien Secured Party. In exercising
rights and remedies with respect to the Collateral, the Second Lien Collateral Trustee and the other Second Lien Secured Parties
may enforce the provisions of the Second Lien Documents and exercise remedies thereunder, all in such order and in such manner
as they may determine in their sole discretion and regardless of whether such exercise and enforcement is adverse to the interest
of any Third Lien Secured Party. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose
of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies
of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. Without limiting the
generality of the foregoing, the Second Lien Collateral Trustee will have the exclusive right to deal with the Accounts, including
exercising rights under control agreements with respect to such Accounts. The Third Lien Collateral Trustee, for itself and on
behalf of the other Third Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained
in any Third Lien Security Document or any other Third Lien Document shall be deemed to restrict in any way the rights and remedies
of the Second Lien Collateral Trustee or the other Second Lien Secured Parties with respect to the Collateral as set forth in this
Agreement. Notwithstanding the foregoing, subject to Section 3.05, the Third Lien Collateral Trustee may, but will have no obligation
to, on behalf of the Third Lien Secured Parties, take all such actions (not adverse to the Second Liens or the rights of the Second
Lien Collateral Trustee and the Second Lien Secured Parties) it deems necessary to perfect or continue the perfection of the Third
Liens in the Collateral or to create, preserve or protect (but not enforce) the Third Liens in the Collateral.


 


SECTION
3.02.         Standstill Periods; Permitted Enforcement Action. (a)
Prior to the Discharge of Priority Lien Obligations and notwithstanding the foregoing Section 3.01, both before and during an Insolvency
or Liquidation Proceeding:


 




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(i)          after
a period of 180 days has elapsed (which period will be tolled during any period in which the Priority Lien Agent is not entitled,
on behalf of the Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Collateral as
a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency
or Liquidation Proceeding) since the date on which the Second Lien Collateral Trustee has delivered to the Priority Lien Agent
written notice of the acceleration of any Second Lien Debt (the “Second Lien Standstill Period”), the
Second Lien Collateral Trustee and the other Second Lien Secured Parties may enforce or exercise any rights or remedies with respect
to any Collateral; provided, however that notwithstanding the expiration of the Second Lien Standstill Period or anything
in the Second Lien Collateral Trust Agreement to the contrary, in no event may the Second Lien Collateral Trustee or any other
Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any
Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the
Priority Lien Agent on behalf of the Priority Lien Secured Parties or any other Priority Lien Secured Party shall have commenced,
and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any
other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the
enforcement or exercise of any rights or remedies with respect to the Collateral or any such action or proceeding (prompt written
notice thereof to be given to the Second Lien Representatives by the Priority Lien Agent); provided, further, that, at any
time after the expiration of the Second Lien Standstill Period, if neither the Priority Lien Agent nor any other Priority Lien
Secured Party shall have commenced and be diligently pursuing (or shall have sought or requested relief from, or modification of,
the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement
and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral
or any such action or proceeding, and the Second Lien Collateral Trustee shall have commenced the enforcement or exercise of any
rights or remedies with respect to any material portion of the Collateral or any such action or proceeding, then for so long as
the Second Lien Collateral Trustee is diligently pursuing such rights or remedies, none of any Priority Lien Secured Party, the
Priority Lien Agent, any Third Lien Secured Party or the Third Lien Collateral Trustee shall take any action of a similar nature
with respect to such Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor
of any resolution for, any such action or proceeding; and


 




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(ii)         after
a period of 270 days has elapsed (which period will be tolled during any period in which the Priority Lien Agent is not entitled,
on behalf of the Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Collateral as
a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency
or Liquidation Proceeding) since the date on which the Third Lien Collateral Trustee has delivered to the Priority Lien Agent written
notice of the acceleration of any Third Lien Debt (the “Third Lien First Standstill Period”), the Third
Lien Collateral Trustee and the other Third Lien Secured Parties may enforce or exercise any rights or remedies with respect to
any Collateral; provided, however that notwithstanding the expiration of the Third Lien First Standstill Period or anything
in the Third Lien Collateral Trust Agreement to the contrary, in no event may the Third Lien Collateral Trustee or any other Third
Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person
at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if (A) the Priority
Lien Agent on behalf of the Priority Lien Secured Parties or any other Priority Lien Secured Party or (B) the Second Lien Collateral
Trustee on behalf of the Second Lien Secured Parties or any other Second Lien Secured Party shall have commenced, and shall be
diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay in
any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights
or remedies with respect to the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Third
Lien Representatives by the Second Lien Collateral Trustee); provided, further, that, at any time after the expiration of
the Third Lien First Standstill Period, if none of any Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured
Party or the Second Lien Collateral Trustee shall have commenced and be diligently pursuing the enforcement or exercise of any
rights or remedies with respect to any material portion of the Collateral or any such action or proceeding, and the Third Lien
Collateral Trustee shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion
of the Collateral or any such action or proceeding, then for so long as the Third Lien Collateral Trustee is diligently pursuing
such rights or remedies, none of any Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the
Second Lien Collateral Trustee shall take any action of a similar nature with respect to such Collateral, or commence, join with
any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding.


 


(b)          Following
the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations and notwithstanding the foregoing
Section 3.01, both before and during an Insolvency or Liquidation Proceeding, after a period of 180 days has elapsed (which period
will be tolled during any period in which the Second Lien Collateral Trustee is not entitled, on behalf of the Second Lien Secured
Parties, to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued
by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since
the date on which the Third Lien Collateral Trustee has delivered to the Second Lien Collateral Trustee written notice of the acceleration
of any Third Lien Debt (the “Third Lien Second Standstill Period”), the Third Lien Collateral Trustee
and the other Third Lien Secured Parties may enforce or exercise any rights or remedies with respect to any Collateral; provided,
however that notwithstanding the expiration of the Third Lien Second Standstill Period or anything in the Third Lien Collateral
Trust Agreement to the contrary, in no event may the Third Lien Collateral Trustee or any other Third Lien Secured Party enforce
or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing,
or petition for or vote in favor of any resolution for, any such action or proceeding, if the Second Lien Collateral Trustee on
behalf of the Second Lien Secured Parties or any other Second Lien Secured Party shall have commenced, and shall be diligently
pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay in any Insolvency
or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies
with respect to the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Third Lien Representatives
by the Second Lien Collateral Trustee); provided, further, that, at any time after the expiration of the Third Lien Second
Standstill Period, if neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall have commenced and
be diligently pursuing the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral
or any such action or proceeding, and the Third Lien Collateral Trustee shall have commenced the enforcement or exercise of any
rights or remedies with respect to any material portion of the Collateral or any such action or proceeding, then for so long as
the Third Lien Collateral Trustee is diligently pursuing such rights or remedies, neither any Second Lien Secured Party nor the
Second Lien Collateral Trustee shall take any action of a similar nature with respect to such Collateral, or commence, join with
any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding.         


 




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SECTION
3.03.         Insurance. (a) Unless and until the Discharge of Priority
Lien Obligations has occurred (subject to the terms of Section 3.02, including the rights of the Second Lien Secured Parties and
the Third Lien Secured Parties following expiration of any applicable Standstill Period), the Priority Lien Agent shall have the
sole and exclusive right, subject to the rights of the Grantors under the Priority Lien Documents, to adjust and settle claims
in respect of Collateral under any insurance policy in the event of any loss thereunder and to approve any award granted in any
condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Unless and until the Discharge
of Priority Lien Obligations has occurred, and subject to the rights of the Grantors under the Priority Lien Documents, all proceeds
of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) in respect to the Collateral
shall be paid to the Priority Lien Agent pursuant to the terms of the Priority Lien Documents (including for purposes of cash collateralization
of commitments, letters of credit and Hedging Obligations). If the Second Lien Collateral Trustee, any Second Lien Secured
Party, the Third Lien Collateral Trustee or any Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance
policy or any such award or payment in contravention of the foregoing, it shall pay such proceeds over to the Priority Lien Agent.
In addition, if by virtue of being named as an additional insured or loss payee of any insurance policy of any Grantor covering
any of the Collateral, the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee
or any other Third Lien Secured Party shall have the right to adjust or settle any claim under any such insurance policy, then
unless and until the Discharge of Priority Lien Obligations has occurred, the Second Lien Collateral Trustee, any such Second Lien
Secured Party, the Third Lien Collateral Trustee and any such Third Lien Secured Party shall follow the instructions of the Priority
Lien Agent, or of the Grantors under the Priority Lien Documents to the extent the Priority Lien Documents grant such Grantors
the right to adjust or settle such claims, with respect to such adjustment or settlement (subject to the terms of Section 3.02,
including the rights of the Second Lien Secured Parties and the Third Lien Secured Parties following expiration of any applicable
Standstill Period).


 




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(b)          Following
the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations (subject to the terms of Section
3.02, including the rights of the Third Lien Secured Parties following expiration of the Third Lien Second Standstill Period),
the Second Lien Collateral Trustee shall have the sole and exclusive right, subject to the rights of the Grantors under the Second
Lien Documents, to adjust and settle claims in respect of Collateral under any insurance policy in the event of any loss thereunder
and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the
Collateral. Unless and until the Discharge of Second Lien Obligations has occurred, and subject to the rights of the Grantors under
the Second Lien Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of
condemnation) in respect to the Collateral shall be paid to the Second Lien Collateral Trustee pursuant to the terms of the Second
Lien Documents and, after the Discharge of Second Lien Obligations has occurred, to the Third Lien Collateral Trustee to the extent
required under the Third Lien Documents and then, to the extent no Third Lien Obligations are outstanding, to the owner of the
subject property, to such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.
If the Third Lien Collateral Trustee or any Third Lien Secured Party shall, at any time following the Discharge of Priority
Lien Obligations but prior to the Discharge of Second Lien Obligations, receive any proceeds of any such insurance policy or any
such award or payment in contravention of the foregoing, it shall pay such proceeds over to the Second Lien Collateral Trustee.
In addition, if by virtue of being named as an additional insured or loss payee of any insurance policy of any Grantor covering
any of the Collateral, the Third Lien Collateral Trustee or any other Third Lien Secured Party shall have the right to adjust or
settle any claim under any such insurance policy, then unless and until the Discharge of Second Lien Obligations has occurred,
the Third Lien Collateral Trustee and any such Third Lien Secured Party shall follow the instructions of the Second Lien Collateral
Trustee, or of the Grantors under the Second Lien Documents to the extent the Second Lien Documents grant such Grantors the right
to adjust or settle such claims, with respect to such adjustment or settlement (subject to the terms of Section 3.02, including
the rights of the Third Lien Secured Parties following expiration of the Third Lien Second Standstill Period).


 


SECTION
3.04.         Notification of Release of Collateral. Each of the Priority
Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee shall give the other Secured Debt Representatives
prompt written notice of the Disposition by it of, and Release by it of the Lien on, any Collateral. Such notice shall describe
in reasonable detail the subject Collateral, the parties involved in such Disposition or Release, the place, time manner and method
thereof, and the consideration, if any, received therefor; provided, however, that the failure to give any such notice shall
not in and of itself in any way impair the effectiveness of any such Disposition or Release.


 




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SECTION
3.05.         No Interference; Payment Over.


 


(a)          No
Interference. (i) The Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that
each Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is, or could be,
to make any Second Lien pari passu with, or to give such Second Lien Secured Party any preference or priority relative to,
any Priority Lien with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the
validity or enforceability of any Priority Lien Obligations or Priority Lien Document, or the validity, attachment, perfection
or priority of any Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions
of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere,
hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral
by any Priority Lien Secured Party or the Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the
Priority Lien Agent or any other Priority Lien Secured Party to exercise any right, remedy or power with respect to any Collateral
or (B) consent to the exercise by the Priority Lien Agent or any other Priority Lien Secured Party of any right, remedy or power
with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any
claim against the Priority Lien Agent or other Priority Lien Secured Party seeking damages from or other relief by way of specific
performance, instructions or otherwise with respect to, and neither the Priority Lien Agent nor any other Priority Lien Secured
Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent or other Priority Lien Secured Party
with respect to any Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Collateral or any part
thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly,
whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not
object to forbearance by the Priority Lien Agent or any Priority Lien Secured Party, and (ix) will not assert, and hereby waives,
to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling,
appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar
rights a junior secured creditor may have under applicable law; and


 


(ii)         The
Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that each Third Lien Secured Party
(i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari
passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien
with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability
of any Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second Lien Document, or the validity, attachment,
perfection or priority of any Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties
established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which
is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer
or other Disposition of the Collateral by any Priority Lien Secured Party or the Priority Lien Agent acting on their behalf or
by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf, (iv) shall have no right to (A)
direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien
Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the exercise by the Priority
Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of
any right, remedy or power with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency
or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral
Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions
or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral
Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien
Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect
to any Priority Lien Collateral or Second Lien Collateral, as applicable, (vi) will not seek, and hereby waives any right, to have
any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt,
directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this
Agreement, (viii) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral
Trustee or any Second Lien Secured Party and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any
right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar
right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor
may have under applicable law.


 




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(b)          Payment
Over. (i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and
the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it shall
obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise
of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document,
as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding,
to the extent permitted hereunder, at any time prior to the Discharge of Priority Lien Obligations secured, or intended to be secured,
by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the Priority Lien Agent and the other
Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent
as promptly as practicable. Furthermore, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable,
shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral,
proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of
such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received,
with any necessary endorsements, or as court of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby
authorized to make any such endorsements as agent for the Second Lien Collateral Trustee, any other Second Lien Secured Party,
the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee,
for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf
of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment
with respect to any Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay
over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of
any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the Priority Lien Agent,
and the provisions set forth in this Agreement will be reinstated as if such payment bad not been made, until the Discharge of
Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held
or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding,
this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien
Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured
Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority
Lien Documents.


 




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(ii)          The Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it shall obtain possession of any
Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies
with respect to the Collateral under any Third Lien Security Document or by the exercise of any rights available to it under applicable
law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time following the Discharge of Priority
Lien Obligations but prior to the Discharge of Second Lien Obligations secured, or intended to be secured, by such Collateral,
then it shall hold such Collateral, proceeds or payment in trust for the Second Lien Collateral Trustee and the other Second Lien
Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Second Lien Collateral Trustee reasonably
promptly after obtaining written notice from the Second Lien Secured Parties that it has possession of such Collateral or proceeds
or payments in respect thereof. Furthermore, the Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly
send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment and if directed
by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written
notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received,
with any necessary endorsements, or as court of competent jurisdiction may otherwise direct. The Second Lien Collateral Trustee
is hereby authorized to make any such endorsements as agent for the Third Lien Collateral Trustee or any other Third Lien Secured
Party. The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any
time, it obtains written notice that all or part of any payment with respect to any Second Lien Obligations previously made shall
be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by
it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn
any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement
will be reinstated as if such payment bad not been made, until the Discharge of Second Lien Obligations. All Third Liens will remain
attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything
contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in
a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Collateral
Trustee or any other Third Lien Secured Party is otherwise permitted by the Second Lien Documents.


 


SECTION
3.06.         Purchase Option.


 


(a)          Notwithstanding
anything in this Agreement to the contrary, on or at any time after (i) the commencement of an Insolvency or Liquidation Proceeding
or (ii) the acceleration of the Priority Lien Obligations, holders of the Second Lien Debt and each of their respective designated
Affiliates (the “Second Lien Purchasers”) will have the right, at their sole option and election (but
will not be obligated), at any time upon prior written notice to the Priority Lien Agent, to purchase from the Priority Lien Secured
Parties all (but not less than all) Priority Lien Obligations (including unfunded commitments) and any loans provided by any of
the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly
following the receipt of such notice, the Priority Lien Agent will deliver to the Second Lien Trustee a statement of the amount
of Priority Lien Debt, other Priority Lien Obligations and DIP Financing provided by any of the Priority Lien Secured Parties,
if any, then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to
Section 3.06(b)(ii) below. The right to purchase provided for in this Section 3.06 will expire unless, within 10 Business Days
after the receipt by the Second Lien Trustee of such notice from the Priority Lien Agent, the Second Lien Trustee delivers to the
Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase all (but not less than all) of the Priority
Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured Parties in connection
with a DIP Financing and to otherwise complete such purchase on the terms set forth under this Section 3.06.


 




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(b)          On
the date specified by the Second Lien Trustee (on behalf of the Second Lien Purchasers) in such irrevocable commitment (which shall
not be less than five Business Days nor more than 20 Business Days, after the receipt by the Priority Lien Agent of such irrevocable
commitment), the Priority Lien Secured Parties shall sell to the Second Lien Purchasers all (but not less than all) Priority Lien
Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured Parties in connection with
a DIP Financing that are outstanding on the date of such sale, subject to any required approval of any Governmental Authority then
in effect, if any, and only if on the date of such sale, the Priority Lien Agent receives the following:


 


(i)          payment,
as the purchase price for all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of all Priority
Lien Obligations (other than outstanding letters of credit as referred to in clause (ii) below) and loans provided by any of the
Priority Lien Secured Parties in connection with a DIP Financing then outstanding (including principal, interest, fees, reasonable
attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for
payment has been made at or prior to such time); provided that in the case of Hedging Obligations that constitute Priority Lien
Obligations the Second Lien Purchasers shall cause the applicable agreements governing such Hedging Obligations to be assigned
and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the sum of any unpaid
amounts then due in respect of such Hedging Obligations, calculated using the market quotation method and after giving effect to
any netting arrangements;


 


(ii)         a
cash collateral deposit in such amount as the Priority Lien Agent determines is reasonably necessary to secure the payment of any
outstanding letters of credit constituting Priority Lien Obligations that may become due and payable after such sale (but not in
any event in an amount greater than one hundred five percent (105%) of the amount then reasonably estimated by the Priority Lien
Agent to be the aggregate outstanding amount of such letters of credit at such time), which cash collateral shall be (A) held by
the Priority Lien Agent as security solely to reimburse the issuers of such letters of credit that become due and payable after
such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the Second Lien Trustee
(except as may otherwise be required by applicable law or any order of any court or other Governmental Authority) promptly after
the expiration or termination from time to time of all payment contingencies affecting such letters of credit; and


 




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(iii)        any
agreements, documents or instruments which the Priority Lien Agent may reasonably request pursuant to which the Second Lien Trustee
and the Second Lien Purchasers in such sale expressly assume and adopt all of the obligations of the Priority Lien Agent and the
Priority Lien Secured Parties under the Priority Lien Documents and in connection with loans provided by any of the Priority Lien
Secured Parties in connection with a DIP Financing on and after the date of the purchase and sale and the Second Lien Trustee (or
any other representative appointed by the holders of a majority in aggregate principal amount of the Second Lien Indenture Notes
then outstanding) becomes a successor agent thereunder.


 


(c)          Such
purchase of the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured
Parties in connection with a DIP Financing shall be made on a pro rata basis among the Second Lien Purchasers giving notice to
the Priority Lien Agent of their interest to exercise the purchase option hereunder according to each such Second Lien Purchaser’s
portion of the Second Lien Debt outstanding on the date of purchase or such portion as such Second Lien Purchasers may otherwise
agree among themselves. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank
account of the Priority Lien Agent as the Priority Lien Agent may designate in writing to the Second Lien Collateral Trustee for
such purpose. Interest shall be calculated to but excluding the Business Day on which such sale occurs if the amounts so paid by
the Second Lien Purchasers to the bank account designated by the Priority Lien Agent are received in such bank account prior to
12:00 noon, New York City time, and interest shall be calculated to and including such Business Day if the amounts so paid by the
Second Lien Purchasers to the bank account designated by the Priority Lien Agent are received in such bank account later than 12:00
noon, New York City time.


 


(d)          Such
sale shall be expressly made without representation or warranty of any kind by the Priority Lien Secured Parties as to the Priority
Lien Obligations, the Collateral or otherwise and without recourse to any Priority Lien Secured Party, except that the Priority
Lien Secured Parties shall represent and warrant severally as to the Priority Lien Obligations (including unfunded commitments)
and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then owing to it: (i) that
such applicable Priority Lien Secured Party own such Priority Lien Obligations (including unfunded commitments) and any loans provided
by any of the Priority Lien Secured Parties in connection with a DIP Financing; and (ii) that such applicable Priority Lien Secured
Party has the necessary corporate or other governing authority to assign such interests.


 


(e)          After
such sale becomes effective, the outstanding letters of credit will remain enforceable against the issuers thereof and will remain
secured by the Priority Liens upon the Collateral in accordance with the applicable provisions of the Priority Lien Documents as
in effect at the time of such sale, and the issuers of letters of credit will remain entitled to the benefit of the Priority Liens
upon the Collateral and sharing rights in the proceeds thereof in accordance with the provisions of the Priority Lien Documents
as in effect at the time of such sale, as fully as if the sale of the Priority Lien Debt had not been made, but only the Person
or successor agent to whom the Priority Liens are transferred in such sale will have the right to foreclose upon or otherwise enforce
the Priority Liens and only the Second Lien Purchasers in the sale will have the right to direct such Person or successor as to
matters relating to the foreclosure or other enforcement of the Priority Liens.


 




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Article
IV

OTHER AGREEMENTS


 


SECTION
4.01.         Release of Liens; Automatic Release of Second Liens and Third
Liens. (a) Prior to the Discharge of Priority Lien Obligations, each of the Second Lien Collateral Trustee, for itself and
on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other
Third Lien Secured Party, agrees that, in the event the Priority Lien Secured Parties release their Lien on any Collateral, each
of the Second Lien and Third Lien on such Collateral shall terminate and be released automatically and without further action if
(i) such release is in connection with the Priority Lien Agent’s release of its Lien on the assets related to the Grand Isle
Gathering System, (ii) such release is effected in connection with the Priority Lien Agent’s foreclosure upon, or other exercise
of rights or remedies with respect to, such Collateral, (iii)(x) after giving effect to such release and the filing of any additional
Second Lien Security Documents or supplements or amendments to existing Second Lien Security Documents on or prior to the consummation
of such release, the Collateral shall include Oil and Gas Properties subject to such Second Lien Security Documents that include
not less than 80% of the total discounted future net revenue of the Grantors’ Oil and Gas Properties located in the United
States and adjacent Federal waters constituting Proved Reserves as estimated by the Company in its most recent Reserve Report (provided
that any release in connection with a sale, transfer or other disposition of Collateral in a transaction or circumstance that complies
with Section 4.10 of the Second Lien Indenture (or any similar provision of any other Second Lien Documents) and Section 4.1 of
the Second Lien Collateral Trust Agreement shall not be subject to the condition in this clause (iii)(x)) and (y) after giving
effect to such release and the filing of any additional Third Lien Security Documents or supplements or amendments to existing
Third Lien Security Documents on or prior to the consummation of such release, the Collateral securing the Third Lien Obligations
shall satisfy any minimum Collateral requirements in the Third Lien Documents (provided that any release in connection with a sale,
transfer or other disposition of Collateral in a transaction or circumstance that complies with the applicable provisions of the
Third Lien Indenture (or any similar provision of any other Third Lien Documents) and the Third Lien Collateral Trust Agreement
shall not be subject to the condition in this clause (iii)(y)) or (iv) such release is effected in connection with a sale or other
Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy
Code if the Priority Lien Secured Parties shall have consented to such sale or Disposition of such Collateral; provided that, in
the case of each of clauses (i), (ii), (iii) and (iv), the Second Liens and Third Liens on such Collateral shall remain in place
(and shall remain subject and subordinate to all Priority Liens securing Priority Lien Obligations, subject to the Priority Lien
Cap and, in the case of the Third Liens, shall remain subject and subordinate to (x) all Priority Liens securing Priority Lien
Obligations, subject to the Priority Lien Cap and (y) all Second Liens securing Second Lien Obligations) with respect to any proceeds
of a sale, transfer or other Disposition of Collateral not paid to the Priority Lien Secured Parties or that remain after the Discharge
of Priority Lien Obligations.


 




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(b)          Following
the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee,
for itself and on behalf of each other Third Lien Secured Party, agrees that, in the event the Second Lien Secured Parties release
their Lien on any Collateral, the Third Lien on such Collateral shall terminate and be released automatically and without further
action if (i) such release is in connection with the Second Lien Collateral Trustee’s release of its Lien on the assets related
to the Grand Isle Gather System, (ii) such release is effected in connection with the Second Lien Collateral Trustee’s foreclosure
upon, or other exercise of rights or remedies with respect to, such Collateral or (iii) after giving effect to such release and
the filing of any additional Third Lien Security Documents or supplements or amendments to existing Third Lien Security Documents
on or prior to the consummation of such release, the Collateral securing the Third Lien Obligations shall satisfy any minimum Collateral
requirements in the Third Lien Documents (provided that any release in connection with a sale, transfer or other disposition of
Collateral in a transaction or circumstance that complies with the applicable provisions of the Third Lien Indenture (or any similar
provision of any other Third Lien Documents) and the Third Lien Collateral Trust Agreement shall not be subject to the condition
in this clause (ii)) or (iii) such release is effected in connection with a sale or other Disposition of any Collateral (or any
portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Second Lien Secured
Parties shall have consented to such sale or Disposition of such Collateral; provided that, in the case of each of clauses (i),
(ii) and (iii), the Third Liens on such Collateral shall remain in place (and shall remain subject and subordinate to all Second
Liens securing Second Lien Obligations) with respect to any proceeds of a sale, transfer or other Disposition of Collateral not
paid to the Second Lien Secured Parties or that remain after the Discharge of Second Lien Obligations.


 


(c)          Each
of the Second Lien Collateral Trustee and the Third Lien Collateral Trustee agrees to execute and deliver (at the sole cost and
expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Priority Lien Agent or
the Second Lien Collateral Trustee, as applicable, to evidence and confirm any release of Collateral provided for in this Section
4.01.


 


SECTION
4.02.         Certain Agreements With Respect to Insolvency or Liquidation
Proceedings. (a) The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section
510(a) of the Bankruptcy Code and shall continue in full force and effect, notwithstanding the commencement of any Insolvency or
Liquidation Proceeding by or against any Borrower or any subsidiary of EXXI. All references in this Agreement to EXXI or any subsidiary
of EXXI or any other Grantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such
Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, unless otherwise provided
herein, clauses (b) through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations
and clauses (p) through and including (cc) shall be in full force and effect following the Discharge of Priority Lien Obligations
but prior to the Discharge of Second Lien Obligations.


 




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(b)          If
EXXI or any of its subsidiaries shall become subject to any Insolvency or Liquidation Proceeding and shall, as debtor(s)-in-possession,
or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”)
to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or
the use of cash collateral under Section 363 of the Bankruptcy Code, (x) the Second Lien Collateral Trustee, for itself and on
behalf of each Second Lien Secured Party, agrees that neither it nor any other Second Lien Secured Party and (y) the Third Lien
Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that neither it nor any other Third Lien
Secured Party, will raise any objection, contest or oppose, and each Second Lien Secured Party and Third Lien Secured Party will
waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Collateral securing the same
(“DIP Financing Liens”), or to any use, sale or lease of cash collateral that constitutes Collateral
or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Priority Lien Agent
or the Priority Lien Secured Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral
or (ii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (x) the amount of Priority
Lien Obligations refinanced with the proceeds thereof and (y) $150,000,000. To the extent such DIP Financing Liens are senior to,
or rank pari passu with, the Priority Liens, (x) the Second Lien Collateral Trustee will, for itself and on behalf of the
other Second Lien Secured Parties, subordinate the Second Liens on the Collateral to the Priority Liens and to such DIP Financing
Liens, so long as the Second Lien Collateral Trustee, on behalf of the Second Lien Secured Parties, retains Liens on all the Collateral,
including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding, with the same priority relative
to the Priority Liens and the Third Liens as existed prior to the commencement of the case under the Bankruptcy Code and (y) the
Third Lien Collateral Trustee will, for itself and on behalf of the other Third Lien Secured Parties, subordinate the Third Liens
on the Collateral to the Priority Liens, the Second Liens and to such DIP Financing Liens, so long as the Third Lien Collateral
Trustee, on behalf of the Third Lien Secured Parties, retains Liens on all the Collateral, including proceeds thereof arising after
the commencement of any Insolvency or Liquidation Proceeding, with the same priority relative to the Priority Liens and the Second
Liens as existed prior to the commencement of the case under the Bankruptcy Code.


 


(c)          Without
the consent of the Priority Lien Agent, in its sole discretion, each of the Second Lien Collateral Trustee, for itself and on behalf
of each Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party,
agrees not to propose, support or enter into any DIP Financing.


 


(d)          Each
of the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party and the Third Lien Collateral
Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that it will not object to, oppose or contest (or join
with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose
or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy
Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties shall have consented to such sale or Disposition,
such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral and all Priority Liens,
Second Liens and Third Liens will attach to the proceeds of the sale in the same respective priorities as set forth in this Agreement.


 


(e)          Each
of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party and the Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, waives any claim that may be had against the Priority
Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (that is granted in a manner that is
consistent with this Agreement) or administrative expense priority under Section 364 of the Bankruptcy Code.


 




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(f)          (x)
The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second
Lien Collateral Trustee nor any other Second Lien Secured Party and (y) the Third Lien Collateral Trustee, for itself and on behalf
of each other Third Lien Secured Party, agrees that neither the Third Lien Collateral Trustee nor any other Third Lien Secured
Party, will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable
request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any
third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured
Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to any
motion, relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties claiming a lack of adequate
protection, except that the Second Lien Secured Parties may:


 


(i)          freely
seek and obtain relief granting adequate protection in the form of a replacement lien co-extensive in all respects with, but subordinated
(as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens and the Third Liens as existed prior
to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding
to, or for the benefit of, the Priority Lien Secured Parties; and


 


(ii)         freely
seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction
whatsoever, at any time after the Discharge of Priority Lien Obligations; and


 


the Third Lien Secured Parties may:


 


(i)          freely
seek and obtain relief granting adequate protection in the form of a replacement lien co-extensive in all respects with, but subordinated
(as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens and the Second Liens as existed prior
to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding
to, or for the benefit of, the Priority Lien Secured Parties and the Second Lien Secured Parties; and


 


(ii)         freely
seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction
whatsoever, at any time after the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations.


 


(g)          Each
of the Second Lien Collateral Trustee, for itself and on behalf of each of the other of the Second Lien Secured Parties and the
Third Lien Collateral Trustee, for itself and on behalf of each of the other Third Lien Secured Parties, waives any claim it or
any such other Second Lien Secured Party or Third Lien Secured Party, as applicable, may now or hereafter have against the Priority
Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien
Agent or any Priority Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section
1111(b) of the Bankruptcy Code.


 




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(h)          (x)
The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency
or Liquidation Proceeding, neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party and (y) the Third
Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that in any Insolvency or Liquidation
Proceeding, neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party, shall support or vote to accept any
plan of reorganization or disclosure statement of EXXI or any other Grantor unless (i) such plan is accepted by the Class of Priority
Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in
cash of all Priority Lien Obligations (including all post-petition interest approved by the bankruptcy court, fees and expenses
and cash collateralization of all letters of credit) on the effective date of such plan of reorganization, or (ii) such plan provides
on account of the Priority Lien Secured Parties for the retention by the Priority Lien Agent, for the benefit of the Priority Lien
Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof whenever received,
and such plan also provides that any Liens retained by, or granted to, the Second Lien Collateral Trustee and the Third Lien Collateral
Trustee are only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the
Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral. Except as provided herein,
each of the Second Lien Secured Parties and the Third Lien Secured Parties shall remain entitled to vote their claims in any such
Insolvency or Liquidation Proceeding.


 


(i)          (x)
The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second
Lien Collateral Trustee nor any other Second Lien Secured Party and (y) the Third Lien Collateral Trustee, for itself and on behalf
of each other Third Lien Secured Party, agrees that neither the Third Lien Collateral Trustee nor any other Third Lien Secured
Party, shall seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a)
of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without
the prior written consent of the Priority Lien Agent.


 


(j)          (x)
The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second
Lien Collateral Trustee nor any other Second Lien Secured Party and (y) the Third Lien Collateral Trustee, for itself and on behalf
of each other Third Lien Secured Party, agrees that neither the Third Lien Collateral Trustee nor any other Third Lien Secured
Party, shall oppose or seek to challenge any claim by the Priority Lien Agent or any other Priority Lien Secured Party for allowance
or payment in any Insolvency or Liquidation Proceeding of Priority Lien Obligations consisting of post-petition interest, fees
or expenses or cash collateralization of all letters of credit to the extent of the value of the Priority Liens (it being understood
that such value will be determined without regard to the existence of the Second Liens or the Third Liens on the Collateral) subject
to the Priority Lien Cap. Neither Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or seek to challenge
any claim by the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any
other Third Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien Obligations
or Third Lien Obligations, as applicable, consisting of post-petition interest, fees or expenses to the extent of the value of
the Second Liens or the Third Liens, as applicable, on the Collateral; provided that if the Priority Lien Agent or any other Priority
Lien Secured Party shall have made any such claim, such claim (i) shall have been approved or (ii) will be approved contemporaneously
with the approval of any such claim by the Second Lien Collateral Trustee or any Second Lien Secured Party or the Third Lien Collateral
Trustee or any Third Lien Secured Party, as applicable.


 




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(k)          Without
the express written consent of the Priority Lien Agent, none of the Second Lien Collateral Trustee, any other Second Lien Secured
Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party shall (or shall join with or support any third party
in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor,
(i) oppose, object to or contest the determination of the extent of any Liens held by any of Priority Lien Secured Party or the
value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment
to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code subject to the Priority
Lien Cap.


 


(l)          Notwithstanding
anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien
encumbering any Collateral is not enforceable for any reason, then each of the Second Lien Collateral Trustee for itself and on
behalf of each other Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each other Third
Lien Secured Party, agrees that, any distribution or recovery they may receive shall be segregated and held in trust and forthwith
paid over to the Priority Lien Agent for the benefit of the Priority Lien Secured Parties in the same form as received without
recourse, representation or warranty (other than a representation of the Second Lien Collateral Trustee or the Third Lien Collateral
Trustee, as applicable, that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to
such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.
Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party and the Third Lien
Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby appoints the Priority Lien Agent, and
any officer or agent of the Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured
Party and Third Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(1) and taking any
action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of
this Section 4.02(1), which appointment is irrevocable and coupled with an interest.


 


(m)          Each
of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party and the Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that the Priority Lien Agent shall have
the exclusive right to credit bid the Priority Lien Obligations and further that none of the Second Lien Collateral Trustee, any
other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party shall (or shall join with
or support any third party in opposing, objecting to or contesting, as the case may be) oppose, object to or contest such credit
bid by the Priority Lien Agent.


 


(n)          Without
the consent of the Priority Lien Agent in its sole discretion, each of the Second Lien Collateral Trustee, for itself and on behalf
of each other Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien
Secured Party, agrees it will not file an involuntary bankruptcy claim or seek the appointment of an examiner or a trustee for
EXXI or any of its subsidiaries.


 




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(o)          Each
of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party and the Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, waives any right to assert or enforce any claim under
Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral.


 


(p)          If
EXXI or any of its subsidiaries shall become subject to any Insolvency or Liquidation Proceeding and shall, as debtor(s)-in-possession,
move for approval of DIP Financing to be provided by one or more DIP Lenders under Section 364 of the Bankruptcy Code or the use
of cash collateral under Section 363 of the Bankruptcy Code, the Third Lien Collateral Trustee, for itself and on behalf of each
Third Lien Secured Party, agrees that neither it nor any other Third Lien Secured Party will raise any objection, contest or oppose,
and each Third Lien Secured Party will waive any claim such Person may now or hereafter have, to any such financing or to the DIP
Financing Liens on the Collateral securing the same, or to any use, sale or lease of cash collateral that constitutes Collateral
or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Second Lien Collateral
Trustee or the Second Lien Secured Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash
collateral or (ii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (x) the amount
of Second Lien Obligations refinanced with the proceeds thereof and (y) $150,000,000. To the extent such DIP Financing Liens are
senior to, or rank pari passu with, the Second Liens, the Third Lien Collateral Trustee will, for itself and on behalf of
the other Third Lien Secured Parties, subordinate the Third Liens on the Collateral to the Second Liens and to such DIP Financing
Liens, so long as the Third Lien Collateral Trustee, on behalf of the Third Lien Secured Parties, retains Liens on all the Collateral,
including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding, with the same priority relative
to the Priority Liens and the Second Liens as existed prior to the commencement of the case under the Bankruptcy Code.


 


(q)          Without
the consent of the Second Lien Collateral Trustee in its sole discretion, the Third Lien Collateral Trustee, for itself and on
behalf of each Third Lien Secured Party, agrees not to propose, support or enter into any DIP Financing.


 


(r)          The
Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that it will not object to, oppose
or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion
to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section
363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Second Lien Secured Parties shall have consented
to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral
and all Second Liens and Third Liens will attach to the proceeds of the sale in the same respective priorities as set forth in
this Agreement.


 




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(s)          The
Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, waives any claim that may be had
against the Second Lien Collateral Trustee or any other Second Lien Secured Party arising out of any DIP Financing Liens (granted
in a manner that is consistent with this Agreement) or administrative expense priority under Section 364 of the Bankruptcy Code.


 


(t)          The
Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that neither the Third Lien
Collateral Trustee nor any other Third Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any
motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to,
oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Second
Lien Collateral Trustee or any other Second Lien Secured Party for adequate protection or (ii) any objection by the Second Lien
Collateral Trustee or any other Second Lien Secured Party to any motion, relief, action or proceeding based on the Second Lien
Collateral Trustee or Second Lien Secured Parties claiming a lack of adequate protection, except that the Third Lien Secured Parties
may:


 


(i)          freely
seek and obtain relief granting a replacement lien co-extensive in all respects with, but subordinated (as set forth in Section
2.01) to, with the same relative priority to the Second Liens as existed prior to the commencement of the Insolvency or Liquidation
Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Second Lien Secured Parties;
and


 


(ii)         freely
seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction
whatsoever, at any time after the Discharge of Second Lien Obligations.


 


(u)          The
Third Lien Collateral Trustee, for itself and on behalf of each of the other of the Third Lien Secured Parties, waives any claim
the Third Lien Collateral Trustee or any such other Third Lien Secured Party may now or hereafter have against the Second Lien
Collateral Trustee or any other Second Lien Secured Party (or their representatives) arising out of any election by the Second
Lien Collateral Trustee or any Second Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application
of Section 1111(b) of the Bankruptcy Code.


 


(v)         The
Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that in any Insolvency or
Liquidation Proceeding, neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party shall support or vote
for any plan of reorganization or disclosure statement of EXXI or any other Grantor unless (i) such plan is accepted by the Class
of Second Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment
in full in cash of all Second Lien Obligations (including all post-petition interest, fees and expenses) on the effective date
of such plan of reorganization, or (ii) such plan provides on account of the Second Lien Secured Parties for the retention by the
Second Lien Collateral Trustee, for the benefit of the Second Lien Secured Parties, of the Liens on the Collateral securing the
Second Lien Obligations, and on all proceeds thereof whenever received, and such plan also provides that any Liens retained by,
or granted to, the Third Lien Collateral Trustee are only on property securing the Second Lien Obligations and shall have the same
relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to
the Collateral. Except as provided herein, the Third Lien Secured Parties shall remain entitled to vote their claims in any such
Insolvency or Liquidation Proceeding.


 




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(w)          The
Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that until the Discharge
of Second Lien Obligations has occurred, neither Third Lien Collateral Trustee nor any Third Lien Secured Party shall seek relief,
pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code
or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent
of the Second Lien Collateral Trustee.


 


(x)          The
Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that neither Third Lien
Collateral Trustee nor any other Third Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Collateral
Trustee or any other Second Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien
Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens (it being understood
that such value will be determined without regard to the existence of the Third Liens on the Collateral). Neither Second Lien Collateral
Trustee nor any other Second Lien Secured Party shall oppose or seek to challenge any claim by the Third Lien Collateral Trustee
or any other Third Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Third Lien Obligations
consisting of post-petition interest, fees or expenses to the extent of the value of the Third Liens on the Collateral; provided
that if the Second Lien Collateral Trustee or any other Second Lien Secured Party shall have made any such claim, such claim (i)
shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Third Lien Collateral
Trustee or any Third Lien Secured Party.


 


(y)          Without
the express written consent of the Second Lien Collateral Trustee, neither Third Lien Collateral Trustee nor any other Third Lien
Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be),
in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent
of any Liens held by any of Second Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the
Bankruptcy Code or (ii) oppose, object to or contest the payment to the Second Lien Secured Party of interest, fees or expenses
under Section 506(b) of the Bankruptcy Code.


 


(z)          Notwithstanding
anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien
encumbering any Collateral is not enforceable for any reason, then the Third Lien Collateral Trustee for itself and on behalf of
each other Third Lien Secured Party, agrees that, any distribution or recovery they may receive shall be segregated and held in
trust and forthwith paid over to the Second Lien Collateral Trustee for the benefit of the Second Lien Secured Parties in the same
form as received without recourse, representation or warranty (other than a representation of the Third Lien Collateral Trustee
that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery)
but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Third Lien Collateral Trustee,
for itself and on behalf of each other Third Lien Secured Party, hereby appoints the Second Lien Collateral Trustee, and any officer
or agent of the Second Lien Collateral Trustee, with full power of substitution, the attorney-in-fact of each Third Lien Secured
Party for the limited purpose of carrying out the provisions of this Section 4.02(z) and taking any action and executing any instrument
that the Second Lien Collateral Trustee may deem necessary or advisable to accomplish the purposes of this Section 4.02(z), which
appointment is irrevocable and coupled with an interest.


 




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(aa)         The
Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that the Second Lien
Collateral Trustee shall have the exclusive right to credit bid the Second Lien Obligations and further that neither the Third
Lien Collateral Trustee nor any other Third Lien Secured Party shall (or shall join with or support any third party in opposing,
objecting to or contesting, as the case may be) oppose, object to or contest such credit bid by the Second Lien Collateral Trustee.


 


(bb)         Without
the consent of the Second Lien Collateral Trustee in its sole discretion, the Third Lien Trustee, for itself and on behalf of each
other Third Lien Secured Party, agrees it will not file an involuntary bankruptcy claim or seek the appointment of an examiner
or a trustee for EXXI or any of its subsidiaries.


 


(cc)         The
Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, waives any right to assert or enforce
any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Second Lien Secured Party or any of the Collateral.


 


SECTION
4.03.         Reinstatement. If any Priority Lien Secured Party is required
in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of any Grantor any amount
(a “Recovery”) for any reason whatsoever, then the Priority Lien Obligations shall be reinstated to the
extent of such Recovery and the Priority Lien Secured Parties shall be entitled to a reinstatement of Priority Lien Obligations
with respect to all such recovered amounts. Each of the Second Lien Collateral Trustee, for itself and on behalf of each other
Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party,
agrees that if, at any time, it receives notice of any Recovery, the Second Lien Collateral Trustee, any other Second Lien Secured
Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, shall promptly pay over to the Priority
Lien Agent any payment received by it and then in its possession or under its control in respect of any Collateral subject to any
Priority Lien securing such Priority Lien Obligations and shall promptly turn any Collateral subject to any such Priority Lien
then held by it over to the Priority Lien Agent, and the provisions set forth in this Agreement shall be reinstated as if such
payment had not been made. If this Agreement shall have been terminated prior to any such Recovery, this Agreement shall be reinstated
in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations
of the parties hereto from such date of reinstatement. Any amounts received by the Second Lien Collateral Trustee, any other Second
Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party and then in its possession or under
its control on account of the Second Lien Obligations or Third Lien Obligations, as applicable, after the termination of this Agreement
shall, in the event of a reinstatement of this Agreement pursuant to this Section 4.03, be held in trust for and paid over to the
Priority Lien Agent for the benefit of the Priority Lien Secured Parties for application to the reinstated Priority Lien Obligations
until the discharge thereof. This Section 4.03 shall survive termination of this Agreement.


 




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SECTION
4.04.         Refinancings; Additional Second Lien Debt; Initial Third Lien
Indebtedness; Additional Third Lien Debt.


 


(a)          The
Priority Lien Obligations, the Second Lien Obligations and the Third Lien Obligations may be Replaced, by any Priority Substitute
Credit Facility, Second Lien Substitute Facility or Third Lien Substitute Facility, as the case may be, in each case, without notice
to, or the consent of any Secured Party, all without affecting the Lien priorities provided for herein or the other provisions
hereof; provided, that (i) the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee
shall receive on or prior to incurrence of a Priority Substitute Credit Facility, Second Lien Substitute Facility or Third Lien
Substitute Credit Facility (y) an Officers’ Certificate from EXXI stating that (A) the incurrence thereof is permitted by
each applicable Secured Debt Document to be incurred and (B) the requirements of Section 4.06 have been satisfied, and (z) a Priority
Confirmation Joinder from the holders or lenders of any indebtedness that Replaces the Priority Lien Obligations, the Second Lien
Obligations or the Third Lien Obligations (or an authorized agent, trustee or other representative on their behalf), (ii) the aggregate
outstanding principal amount of the Priority Lien Obligations, after giving effect to such Priority Substitute Credit Facility,
shall not exceed the Priority Lien Cap and (iii) on or before the date of such incurrence, such Priority Substitute Credit Facility,
Second Lien Substitute Facility or Third Lien Substitute Facility is designated by EXXI, in an Officers’ Certificate delivered
to the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as “Priority Lien Debt”,
“Second Lien Debt” or “Third Lien Debt”, as applicable, for the purposes of the Secured Debt Documents
and this Agreement; provided that no Series of Secured Debt may be designated as more than one of Priority Lien Debt, Second Lien
Debt or Third Lien Debt.


 


(b)          EXXI
will be permitted to designate as an additional holder of Second Lien Obligations or Third Lien Obligations hereunder each Person
who is, or who becomes, the registered holder of Second Lien Debt or Third Lien Debt, as applicable, incurred by EXXI after the
date of this Agreement in accordance with the terms of all applicable Secured Debt Documents. EXXI may effect such designation
by delivering to the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee, each of the
following:


 


(i)          an
Officers’ Certificate stating that EXXI intends to incur (A) Additional Second Lien Obligations which will be Second Lien
Debt, (B) Initial Third Lien Obligations which will be Third Lien Debt or (C) or Additional Third Lien Obligations which will be
Third Lien Debt, which in each case, will be permitted by each applicable Secured Debt Document to be incurred and secured by a
Second Lien or Third Lien, as applicable, equally and ratably with all previously existing and future Second Lien Debt or Third
Lien Debt, as applicable;


 




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(ii)         an
authorized agent, trustee or other representative on behalf of the holders or lenders of any Additional Second Lien Obligations,
Initial Third Lien Obligations or Additional Third Lien Obligations, as applicable, must be designated as an additional holder
of Secured Obligations hereunder and must, prior to such designation, sign and deliver on behalf of the holders or lenders of such
Additional Second Lien Obligations, Initial Third Lien Obligations or Additional Third Lien Obligations, as applicable, a Priority
Confirmation Joinder, and, to the extent necessary or appropriate to facilitate such transaction, a new intercreditor agreement
substantially similar to this Agreement, as in effect on the date hereof; and


 


(iii)        evidence
that EXXI has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental
office all relevant filings and recordations deemed necessary by EXXI and the holder of such Additional Second Lien Obligations,
Initial Third Lien Obligations or Additional Third Lien Obligations, as applicable, or its Secured Debt Representative, to ensure
that the Additional Second Lien Obligations, Initial Third Lien Obligations or Additional Third Lien Obligations are secured by
the Collateral in accordance with the Second Lien Security Documents or the Third Lien Security Documents, as applicable (provided
that such filings and recordings may be authorized, executed and recorded following any incurrence on a post-closing basis if permitted
by the Second Lien Representative or Third Lien Representative for such Additional Second Lien Obligations or Additional Third
Lien Obligations, as applicable).


 


For the avoidance of doubt, the deliveries
set forth in clauses (i) through (iii) of Section 4.04(b) shall not be required (and shall be deemed satisfied) in connection with
an issuance of Additional Notes constituting Second Lien Indenture Notes.


 


(c)          EXXI
will be permitted to enter into an Initial Third Lien Debt Facility to the extent such Initial Third Lien Debt Facility is permitted
by the Priority Credit Agreement, the other Priority Lien Documents, the Second Lien Indenture and the other Second Lien Documents.
Any Third Lien Debt incurred pursuant to such Initial Third Lien Debt Facility may be secured by a Third Lien under and pursuant
to the Initial Third Lien Security Documents provided the Third Lien Collateral Trustee, acting for itself and on behalf of the
Initial Third Lien Secured Parties, becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) and
(ii) of the immediately succeeding paragraph.


 


In order for the Third
Lien Collateral Trustee to become a party to this Agreement,


 


(i)          the
Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee shall have executed and delivered
a Priority Confirmation Joinder pursuant to which (a) such Third Lien Collateral Trustee becomes a Secured Debt Representative
hereunder and (b) the Third Lien Debt and the related Initial Third Lien Secured Parties become subject hereto and bound hereby;


 


(ii)         EXXI
shall have delivered to the Priority Lien Agent and the Second Lien Collateral Trustee (a) true and complete copies of each Initial
Third Lien Document and (b) an Officer’s Certificate certifying such copies as being true and correct and identifying the
obligations to be designated as Initial Third Lien Obligations and the initial aggregate principal amount thereof;


 




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(iii)        without
limiting Section 4.06, the Initial Third Lien Documents relating to such Third Lien Debt shall provide, in a manner satisfactory
to the Priority Lien Agent, that each Initial Third Lien Secured Party shall be subject to and bound by the provisions of this
Agreement in its capacity as a holder of such Third Lien Debt.


 


Notwithstanding the foregoing,
nothing in this Agreement will be construed to allow any Borrower or any other Grantor to incur additional indebtedness unless
otherwise permitted by the terms of each applicable Secured Debt Document.


 


Each of the then-exiting
Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee shall be authorized to execute and
deliver such documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent,
trustee or other representative may reasonably request to give effect to any such Replacement or any incurrence of Additional Notes,
Additional Second Lien Obligations, Initial Third Lien Obligations or Additional Third Lien Obligations, it being understood that
the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee or (if permitted by the terms
of the applicable Secured Debt Documents) the Grantors, without the consent of any other Secured Party or (in the case of the Grantors)
one or more Secured Debt Representatives, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate
to facilitate such amendments or supplements to effect such Replacement or incurrence all at the expense of the Grantors. Upon
the consummation of such Replacement or incurrence and the execution and delivery of the documents and agreements contemplated
in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative
thereof shall be entitled to the benefits of this Agreement.


 


SECTION
4.05.         Amendments to Second Lien Documents and Third Lien Documents.
Prior to the Discharge of Priority Lien Obligations, without the prior written consent of the Priority Lien Agent, no Second Lien
Document or Third Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into
to the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms of any new Second Lien Document
or Third Lien Document, as applicable, would (i) adversely affect payment or priority rights of the Priority Lien Secured Parties
including but not limited to changing the interest rates, fees, tenor, or excess cash flow formula, if any, advancing any date
upon which a scheduled payment of principal or interest is due, or otherwise decreasing the weighted average life to maturity,
changing a prepayment, redemption or defeasance provision so as to require a new payment or accelerate an existing payment obligation
or changing a term that would result in a default under the Priority Credit Agreement, (ii) amend, supplement or otherwise modify
the term “default” or “event of default” (or words of similar import) contained in any Second Lien Document
or Third Lien Document, (iii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted
under the Second Lien Security Documents or the Third Lien Security Documents, (iv) confer any additional rights on the Second
Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured
Party in a manner adverse to the Priority Lien Secured Parties, (v) modify any financial covenant, negative covenant, default or
event of default to make it more restrictive than the Priority Credit Agreement or (vi) contravene the provisions of this Agreement
or the Priority Lien Documents.


 




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SECTION
4.06.         Legends. The Priority Lien Agent acknowledges with respect
to the Priority Credit Agreement and the Priority Lien Security Documents, the Second Lien Collateral Trustee acknowledges with
respect to (a) the Second Lien Indenture and the Indenture Second Lien Security Documents, and (b) the Additional Second Lien Debt
Facility and the Additional Second Lien Security Documents, if any, and the Third Lien Collateral Trustee acknowledges with respect
to (a) the Initial Third Lien Debt Facility and the Initial Third Lien Security Documents, if any, and (b) the Additional Third
Lien Debt Facility and the Additional Third Lien Security Documents, if any, that the Second Lien Indenture, the Initial Third
Lien Debt Facility (if any), the Additional Second Lien Debt Facility (if any), the Additional Third Lien Debt Facility (if any),
the Second Lien Documents (other than control agreements to which both the Priority Lien Agent and the Second Lien Collateral Trustee
are parties), the Third Lien Documents (other than control agreements to which the Priority Lien Agent or the Second Lien Collateral
Trustee, as applicable, and the Third Lien Collateral Trustee are parties) and each associated Security Document (other than control
agreements to which both the Priority Lien Agent and the Second Lien Collateral Trustee are parties or, in the case of Third Lien
Security Documents, other than control agreements to which the Priority Lien Agent or the Second Lien Collateral Trustee, as applicable,
and the Third Lien Collateral Trustee are parties) granting any security interest in the Collateral will contain the appropriate
legend set forth on Annex I.


 


SECTION
4.07.         Second Lien Secured Parties and Third Lien Secured Parties
Rights as Unsecured Creditors; Judgment Lien Creditor. Both before and during an Insolvency or Liquidation Proceeding, any
of the Second Lien Secured Parties and the Third Lien Secured Parties may take any actions and exercise any and all rights that
would be available to a holder of unsecured claims; provided, however, that the Second Lien Secured Parties and the
Third Lien Secured Parties may not take any of the actions prohibited by Section 3.05(a) or Section 4.02 or any other provisions
in this Agreement; provided, further, that in the event that any of the Second Lien Secured Parties or Third Lien Secured
Parties becomes a judgment lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured
creditor with respect to the Second Lien Obligations or the Third Lien Obligations, as applicable, such judgment lien shall be
subject to the terms of this Agreement for all purposes (including in relation to the Priority Lien Obligations and the Second
Lien Obligations, as applicable) as the Second Liens and Third Liens, as applicable, are subject to this Agreement.


 


SECTION
4.08.         Postponement of Subrogation. (a)          Each
of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any
Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien
Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the
Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Discharge of Second Lien Obligations
shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section
4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party
may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations
resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses
(including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are
paid by such Person upon request for payment thereof.


 




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(b)          Following
the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee,
for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured
Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation
in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section
4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may
reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting
from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all
reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person
upon request for payment thereof.


 


SECTION
4.09.         Acknowledgment by the Secured Debt Representatives. Each
of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Parties, the Second Lien Collateral Trustee,
for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, for itself and on behalf
of the other Third Lien Secured Parties, hereby acknowledges that this Agreement is a material inducement to enter into a business
relationship, that each has relied on this Agreement to enter into the Priority Credit Agreement, the Second Lien Indenture and
the Third Lien Indenture, as applicable, and all documentation related thereto, and that each will continue to rely on this Agreement
in their related future dealings.


 




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Article
V

Gratuitous Bailment for Perfection of Certain Security Interests


 


SECTION
5.01.         General. (a) Prior to the Discharge of Priority Lien Obligations,
the Priority Lien Agent agrees that if it shall at any time hold a Priority Lien on any Collateral that can be perfected by the
possession or control of such Collateral or of any Account in which such Collateral is held, and if such Collateral or any such
Account is in fact in the possession or under the control of the Priority Lien Agent, the Priority Lien Agent will serve as gratuitous
bailee for (i) the Second Lien Collateral Trustee for the sole purpose of perfecting the Second Lien of the Second Lien Collateral
Trustee on such Collateral and (ii) the Third Lien Collateral Trustee for the sole purpose of perfecting the Third Lien of the
Third Lien Collateral Trustee on such Collateral. It is agreed that the obligations of the Priority Lien Agent and the rights of
the Second Lien Collateral Trustee, the other Second Lien Secured Parties, the Third Lien Collateral Trustee and the other Third
Lien Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article
II. Notwithstanding anything to the contrary herein, the Priority Lien Agent will be deemed to make no representation as to the
adequacy of the steps taken by it to perfect the Second Lien or Third Lien on any such Collateral and shall have no responsibility,
duty, obligation or liability to the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral
Trustee or any other Third Lien Secured Party or any other Person for such perfection or failure to perfect, it being understood
that the sole purpose of this Article is to enable the Second Lien Secured Parties to obtain a perfected Second Lien and the Third
Lien Secured Parties to obtain a perfected Third Lien in such Collateral to the extent, if any, that such perfection results from
the possession or control of such Collateral or any such Account by the Priority Lien Agent. The Priority Lien Agent acting pursuant
to this Section 5.01 shall not have by reason of the Priority Lien Security Documents, the Second Lien Security Documents, the
Third Lien Security Documents, this Agreement or any other document or theory, a fiduciary relationship in respect of any Priority
Lien Secured Party, the Second Lien Collateral Trustee, any Second Lien Secured Party, the Third Lien Collateral Trustee or any
Third Lien Secured Party. Subject to Section 4.03, from and after the Discharge of Priority Lien Obligations, the Priority Lien
Agent shall take all such actions in its power as shall reasonably be requested by the Second Lien Collateral Trustee (at the sole
cost and expense of the Grantors) to transfer possession or control of such Collateral or any such Account (in each case to the
extent the Second Lien Collateral Trustee has a Lien on such Collateral or Account after giving effect to any prior or concurrent
releases of Liens) to the Second Lien Collateral Trustee for the benefit of all Second Lien Secured Parties.


 


(b)          Following
the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Second Lien Collateral Trustee
agrees that if it shall at any time hold a Second Lien on any Collateral that can be perfected by the possession or control of
such Collateral or of any Account in which such Collateral is held, and if such Collateral or any such Account is in fact in the
possession or under the control of the Second Lien Collateral Trustee, the Second Lien Collateral Trustee will serve as gratuitous
bailee for the Third Lien Collateral Trustee for the sole purpose of perfecting the Third Lien of the Third Lien Collateral Trustee
on such Collateral. It is agreed that the obligations of the Second Lien Collateral Trustee and the rights of the Third Lien Collateral
Trustee and the other Third Lien Secured Parties in connection with any such bailment arrangement will be in all respects subject
to the provisions of Article II. Notwithstanding anything to the contrary herein, the Second Lien Collateral Trustee will be deemed
to make no representation as to the adequacy of the steps taken by it to perfect the Third Lien on any such Collateral and shall
have no responsibility, duty, obligation or liability to the Third Lien Collateral Trustee or any other Third Lien Secured Party
or any other Person for such perfection or failure to perfect, it being understood that the sole purpose of this Article is to
enable the Third Lien Secured Parties to obtain a perfected Third Lien in such Collateral to the extent, if any, that such perfection
results from the possession or control of such Collateral or any such Account by the Second Lien Collateral Trustee. The Second
Lien Collateral Trustee acting pursuant to this Section 5.01 shall not have by reason of the Second Lien Security Documents, the
Third Lien Security Documents, this Agreement or any other document or theory, a fiduciary relationship in respect of any Second
Lien Secured Party, the Third Lien Collateral Trustee or any Third Lien Secured Party. Subject to Section 4.03, from and after
the Discharge of Second Lien Obligations, the Second Lien Collateral Trustee shall take all such actions in its power as shall
reasonably be requested by the Third Lien Collateral Trustee (at the sole cost and expense of the Grantors) to transfer possession
or control of such Collateral or any such Account (in each case to the extent the Third Lien Collateral Trustee has a Lien on such
Collateral or Account after giving effect to any prior or concurrent releases of Liens) to the Third Lien Collateral Trustee for
the benefit of all Third Lien Secured Parties.


 




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SECTION
5.02.         Deposit Accounts. (a) Prior to the Discharge of Priority
Lien Obligations, to the extent that any Account is under the control of the Priority Lien Agent at any time, the Priority Lien
Agent will act as gratuitous bailee for (i) the Second Lien Collateral Trustee for the purpose of perfecting the Liens of the Second
Lien Secured Parties and (ii) the Third Lien Collateral Trustee for the purpose of perfecting the Liens of the Third Lien Secured
Parties in such Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility
or obligation to the Second Lien Secured Parties or the Third Lien Secured Parties (including, without limitation, any duty, responsibility
or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except
as set forth in the last sentence of this Section 5.02(a)). Unless the Second Liens on such Collateral shall have been or concurrently
are released, after the occurrence of Discharge of Priority Lien Obligations, the Priority Lien Agent shall, at the request of
the Second Lien Collateral Trustee, cooperate with the Grantors and the Second Lien Collateral Trustee (at the expense of the Grantors)
in permitting control of any other Accounts to be transferred to the Second Lien Collateral Trustee (or for other arrangements
with respect to each such Accounts satisfactory to the Second Lien Collateral Trustee to be made).


 


(b)          Following
the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, to the extent that any Account
is under the control of the Second Lien Collateral Trustee at any time, the Second Lien Collateral Trustee will act as gratuitous
bailee for the Third Lien Collateral Trustee for the purpose of perfecting the Liens of the Third Lien Secured Parties in such
Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation
to the Third Lien Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance
of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence
of this Section 5.02(b)). Unless the Third Liens on such Collateral shall have been or concurrently are released, after the occurrence
of Discharge of Second Lien Obligations, the Second Lien Collateral Trustee shall, at the request of the Third Lien Collateral
Trustee, cooperate with the Grantors and the Third Lien Collateral Trustee (at the expense of the Grantors) in permitting control
of any other Accounts to be transferred to the Third Lien Collateral Trustee (or for other arrangements with respect to each such
Accounts satisfactory to the Third Lien Collateral Trustee to be made).


 


Article
VI

Application of Proceeds; Determination of Amounts


 


SECTION
6.01.         Application of Proceeds. (a) Prior to the Discharge of
Priority Obligations, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, Collateral or Proceeds
received in connection with the enforcement or exercise of any rights or remedies with respect to any portion of the Collateral
will be applied:


 


(i)         first,
to the payment in full in cash of all Priority Lien Obligations that are not Excess Priority Lien Obligations,


 




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(ii)         second,
to the payment in full in cash of all Second Lien Obligations,


 


(iii)        third,
to the payment in full in cash of all Third Lien Obligations,


 


(iv)        fourth,
to the payment in full in cash of all Excess Priority Lien Obligations, and


 


(v)         fifth,
to the Borrowers or as otherwise required by applicable law.


 


(b)          Following
the Discharge of Priority Obligations but prior to the Discharge of Second Lien Obligations, and regardless of whether an Insolvency
or Liquidation Proceeding has been commenced, Collateral or Proceeds received in connection with the enforcement or exercise of
any rights or remedies with respect to any portion of the Collateral will be applied:


 


(i)          first,
to the payment in full of all Second Lien Obligations,


 


(ii)         second,
to the payment in full of all Third Lien Obligations, and


 


(iii)        third,
to the Borrowers or as otherwise required by applicable law.


 


SECTION
6.02.         Determination of Amounts. Whenever a Secured Debt Representative
shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine
the existence or amount of any Priority Lien Obligations (or the existence of any commitment to extend credit that would constitute
Priority Lien Obligations), Second Lien Obligations or Third Lien Obligations, or the existence of any Lien securing any such obligations,
or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Secured
Debt Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided,
however, that if a Secured Debt Representative shall fail or refuse reasonably promptly to provide the requested information,
the requesting Secured Debt Representative shall be entitled to make any such determination by such method as it may, in the exercise
of its good faith judgment, determine, including by reliance upon a certificate of the Borrowers. Each Secured Debt Representative
may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions
of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrowers
or any of their subsidiaries, any Secured Party or any other Person as a result of such determination.


 


Article
VII

No Reliance; No Liability; Obligations Absolute; Consent of Grantors; Etc.


 


SECTION
7.01.         No Reliance; Information. The Priority Lien Secured Parties,
the Second Lien Secured Parties and the Third Lien Secured Parties shall have no duty to disclose to any Third Lien Secured Party,
Second Lien Secured Party or to any Priority Lien Secured Party, as the case may be, any information relating to EXXI, any other
Borrower or any of the other Grantors, or any other circumstance bearing upon the risk of non-payment of any of the Priority Lien
Obligations, the Second Lien Obligations or the Third Lien Obligations, as the case may be, that is known or becomes known to any
of them or any of their Affiliates. In the event any Priority Lien Secured Party, any Second Lien Secured Party or any Third Lien
Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, any Third
Lien Secured Party, any Second Lien Secured Party or any Priority Lien Secured Party, as the case may be, it shall be under no
obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including
with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional
information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.


 




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SECTION
7.02.         No Warranties or Liability. (a) The Priority Lien Agent,
for itself and on behalf of the other Priority Lien Secured Parties, acknowledges and agrees that, except for the representations
and warranties set forth in Article VIII, (i) neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party
has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness,
collectability or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority
of any Liens thereon and (ii) neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party has made any express
or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability
or enforceability of any of the Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens
thereon. The Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and
agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any
other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution,
validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any
Collateral or the perfection or priority of any Liens thereon and (ii) neither the Third Lien Collateral Trustee nor any other
Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity,
legality, completeness, collectability or enforceability of any of the Third Lien Documents, the ownership of any Collateral or
the perfection or priority of any Liens thereon. The Third Lien Collateral Trustee, for itself and on behalf of the other Third
Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i)
neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty,
including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority
Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Second
Lien Collateral Trustee nor any other Second Lien Secured Party has made any express or implied representation or warranty, including
with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents,
the ownership of any Collateral or the perfection or priority of any Liens thereon.


 


(b)          The
Priority Lien Agent and the other Priority Lien Secured Parties shall have no express or implied duty to the Second Lien Collateral
Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, the Second
Lien Collateral Trustee and the other Second Lien Secured Parties shall have no express or implied duty to the Priority Lien Agent,
any other Priority Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, and the Third Lien
Collateral Trustee shall have no express or implied duty to the Priority Lien Agent, any other Priority Lien Secured Party, the
Second Lien Collateral Trustee or any other Second Lien Secured Party, to act or refrain from acting in a manner which allows,
or results in, the occurrence or continuance of a default or an event of default under any Priority Lien Document, any Second Lien
Document and any Third Lien Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they
may have or be charged with.


 




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(c)          Each
of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party and the Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby waives any claim that may be had against the Priority
Lien Agent or any other Priority Lien Secured Party arising out of any actions which the Priority Lien Agent or such Priority Lien
Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any
Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Collateral,
and actions with respect to the collection of any claim for all or only part of the Priority Lien Obligations from any account
debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use,
protection or release of any security for such Priority Lien Obligations. The Third Lien Collateral Trustee, for itself and on
behalf each other Third Lien Secured Party, hereby waives any claim that may be had against the Second Lien Collateral Trustee
or any other Second Lien Secured Party arising out of any actions which the Second Lien Collateral Trustee or such Second Lien
Secured Party takes or omits to take following the Discharge of Priority Lien Obligations but prior to the Discharge of Second
Lien Obligations (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions
with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Collateral, and actions
with respect to the collection of any claim for all or only part of the Second Lien Obligations from any account debtor, guarantor
or any other party) in accordance with this Agreement and the Second Lien Documents or the valuation, use, protection or release
of any security for such Second Lien Obligations.


 


SECTION
7.03.         Obligations Absolute. The Lien priorities provided for
herein and the respective rights, interests, agreements and obligations hereunder of the Priority Lien Agent and the other Priority
Lien Secured Parties, the Second Lien Collateral Trustee and the other Second Lien Secured Parties, and the Third Lien Collateral
Trustee and the other Third Lien Secured Parties shall remain in full force and effect irrespective of:


 


(a)          any
lack of validity or enforceability of any Secured Debt Document;


 


(b)          any
change in the time, place or manner of payment of, or in any other term of (including the Replacing of), all or any portion of
the Priority Lien Obligations, it being specifically acknowledged that a portion of the Priority Lien Obligations consists or may
consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to
time may be increased or reduced and subsequently reborrowed;


 


(c)          any
amendment, waiver or other modification, whether by course of conduct or otherwise, of any Secured Debt Document;


 




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(d)          the
securing of any Priority Lien Obligations, Second Lien Obligations or Third Lien Obligations with any additional collateral or
guarantees, or any exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral or any other
collateral or any release of any guarantee securing any Priority Lien Obligations, Second Lien Obligations or Third Lien Obligations;


 


(e)          the
commencement of any Insolvency or Liquidation Proceeding in respect of EXXI or any other Grantor; or


 


(f)          any
other circumstances that otherwise might constitute a defense available to, or a discharge of, EXXI or any other Grantor in respect
of the Priority Lien Obligations, the Second Lien Obligations or the Third Lien Obligations.


 


SECTION
7.04.         Grantors Consent. Each Grantor hereby consents to the
provisions of this Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of the Grantors
under the Secured Debt Documents will in no way be diminished or otherwise affected by such provisions or arrangements (except
as expressly provided herein).


 


Article
VIII

Representations and Warranties


 


SECTION
8.01.         Representations and Warranties of Each Party. Each party
hereto represents and warrants to the other parties hereto as follows:


 


(a)          Such
party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all
requisite power and authority to enter into and perform its obligations under this Agreement.


 


(b)          This
Agreement has been duly executed and delivered by such party.


 


(c)          The
execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration
or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to
have a Material Adverse Effect (as defined in the Priority Credit Agreement), (ii) will not violate any applicable law or regulation
or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could
reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational
documents of such party.


 


SECTION
8.02.         Representations and Warranties of Each Representative.
Each of the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee represents and warrants
to the other parties hereto that it is authorized under the Priority Credit Agreement, the Second Lien Collateral Trust Agreement
and the Third Lien Collateral Trust Agreement, as the case may be, to enter into this Agreement.


 




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Article
IX

Miscellaneous


 


SECTION
9.01.         Notices. All notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail
or sent by telecopy, as follows:


 


		(a)	if to the Original Priority Lien Agent, to it at:



 


	 	600 Washington Boulevard
	 	Stanford, Connecticut 06901
	 	Fax: (203) 873-3569
	 	Attention: Soulaf Kassisse
	 	 
	 	with a copy to:
	 	 
	 	600 Travis Street
	 	Suite 6500
	 	Houston, Texas 77002
	 	Fax: (203) 873-3056
	 	Attention: Meredith Mann


 


		(b)	if to the Original Second Lien Collateral Trustee, to it
at:



 


U.S. Bank National Association


5555 San Felipe Street, 11th Floor


Houston, Texas 77056


Fax: (713) 235-9213


 


with a copy to:


 


Charles J. McGuire


McGuire, Craddock & Strother, P.C.


2501 N. Harwood Street, Suite 1800


Dallas, Texas 75201


Fax: (214) 954-6868; and


 


(c)          if
to any other Secured Debt Representative, to such address as specified in the Priority Confirmation Joinder.


 


Any party hereto may change its address or
facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of
receipt (if a business day) and on the next business day thereafter (in all other cases) if delivered by hand or overnight courier
service or sent by telecopy or on the date five business days after dispatch by certified or registered mail if mailed, in each
case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01. As agreed to in writing among EXXI, the Priority
Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee from time to time, notices and other communications
may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by
such person.


 




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SECTION
9.02.         Waivers; Amendment. (a) No failure or delay on the part
of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement
or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph
(b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or
demand in similar or other circumstances.


 


(b)          Neither
this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by each Secured Debt Representative; provided, however, that this Agreement may be amended from
time to time as provided in Section 4.04. Any amendment of this Agreement that is proposed to be effected without the consent of
a Secured Debt Representative as permitted by the proviso to the preceding sentence shall be submitted to such Secured Debt Representative
for its review at least 5 business days prior to the proposed effectiveness of such amendment.


 


SECTION
9.03.         Actions Upon Breach; Specific Performance. (a) (i) Prior
to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement,
commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written
consent of the Priority Lien Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority
Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii)
following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured
Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral,
such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea
the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its or their
name or in the name of such Grantor.


 




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(b)          (i)
Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured Party or Third Lien Secured Party, contrary
to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Collateral (including any attempt
to realize upon or enforce any remedy with respect to this Agreement), or take any other action in violation of this Agreement
or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its
own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written consent of the Priority Lien Agent,
(A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific
performance and/or other appropriate equitable relief, it being understood and agreed by each of the Second Lien Collateral Trustee
on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that
(x) the Priority Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable,
and (y) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien
Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages,
as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to enforce
the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second
Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take
any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement),
or take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Second Lien
Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant
Grantor, with the prior written consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured
Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third
Lien Collateral Trustee on behalf of each Third Lien Secured Party that (x) the Second Lien Secured Parties damages from its actions
may at that time be difficult to ascertain and may be irreparable, and (y) each Third Lien Secured Party waives any defense that
the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages,
and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in
connection with any action to enforce the provisions of this Agreement.


 


SECTION
9.04.         Parties in Interest. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Secured Parties,
all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.


 


SECTION
9.05.         Survival of Agreement. All covenants, agreements, representations
and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement.


 


SECTION
9.06.         Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of
an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.


 


SECTION
9.07.         Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof;
and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 




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SECTION
9.08.         Governing Law; Jurisdiction; Consent to Service of Process.
(a) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES
(BUT GIVING EFFECT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).


 


(b)          Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District Court .of the Southern District
of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating
to this Agreement in the courts of any jurisdiction.


 


(c)          Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any court referred to in paragraph (b) of this Section 9.08. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.


 


(d)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


SECTION
9.09.         WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 




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SECTION
9.10.         Headings. Article, Section and Annex headings used herein
are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.


 


SECTION
9.11.         Conflicts. In the event of any conflict or inconsistency
between the provisions of this Agreement and the provisions of any Secured Debt Documents, the provisions of this Agreement shall
control; provided, however, that if any of the provisions of the Second Lien Security Documents or Third Lien Security Documents
limit, qualify or conflict with the duties imposed by the provisions of the TIA, in each case, the TIA shall control.


 


SECTION
9.12.         Provisions Solely to Define Relative Rights. The provisions
of this Agreement are and are intended solely for the purpose of defining the distinct and separate relative rights of the Priority
Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties. None of the Borrowers, any other Grantor
or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided
that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise
modify the provisions of the Priority Credit Agreement, the Second Lien Indenture or the Third Lien Indenture, as applicable),
and except as expressly provided in this Agreement neither the Borrowers nor any other Grantor may rely on the terms hereof (other
than Sections 4.01, 4.02, 4.04, 4.05, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the
obligations of the Borrowers or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Secured
Debt Documents as and when the same shall become due and payable in accordance with their terms. Notwithstanding anything to the
contrary herein or in any Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this
Agreement, any Priority Lien Document, any Second Lien Document or any Third Lien Document with respect to any Collateral in any
manner that would cause a default under any Priority Lien Document.


 


SECTION
9.13.         Certain Terms Concerning the Second Lien Collateral Trustee
and the Third Lien Collateral Trustee. (a) The Second Lien Collateral Trustee is executing and delivering this Agreement solely
in its capacity as such and pursuant to direction set forth in the Second Lien Collateral Trust Agreement; and in so doing, the
Second Lien Collateral Trustee shall not be responsible for the terms or sufficiency of this Agreement for any purpose. The Second
Lien Collateral Trustee shall have no duties or obligations under or pursuant to this Agreement other than such duties and obligations
as may be expressly set forth in this Agreement as duties and obligations on its part to be performed or observed. In entering
into this Agreement, or in taking (or forbearing from) any action under or pursuant to the Agreement, the Second Lien Collateral
Trustee shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the
Second Lien Indenture and the other Second Lien Documents (including without limitation Article 5 and Section 7.8 of the Second
Lien Collateral Trust Agreement).


 


(b)          The
Third Lien Collateral Trustee is executing and delivering this Agreement solely in its capacity as such and pursuant to direction
set forth in the Third Lien Collateral Trust Agreement; and in so doing, the Third Lien Collateral Trustee shall not be responsible
for the terms or sufficiency of this Agreement for any purpose. The Third Lien Collateral Trustee shall have no duties or obligations
under or pursuant to this Agreement other than such duties and obligations as may be expressly set forth in this Agreement as duties
and obligations on its part to be performed or observed. In entering into this Agreement, or in taking (or forbearing from) any
action under or pursuant to the Agreement, the Third Lien Collateral Trustee shall have and be protected by all of the rights,
immunities, indemnities and other protections granted to it under any Third Lien Indenture and the Third Lien Documents.


 




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SECTION
9.14.         Certain Terms Concerning the Priority Lien Agent, the Second
Lien Collateral Trustee and the Third Lien Collateral Trustee. None of the Priority Lien Agent, the Second Lien Collateral
Trustee or the Third Lien Collateral Trustee shall have any liability or responsibility for the actions or omissions of any other
Secured Party, or for any other Secured Party’s compliance with (or failure to comply with) the terms of this Agreement.
None of the Priority Lien Agent, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee shall have individual
liability to any Person if it shall mistakenly pay over or distribute to any Secured Party (or the Borrowers) any amounts in violation
of the terms of this Agreement, so long as the Priority Lien Agent, the Second Lien Collateral Trustee or the Third Lien Collateral
Trustee, as the case may be, is acting in good faith. Each party hereto hereby acknowledges and agrees that each of the Priority
Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee is entering into this Agreement solely in
its capacity under the Priority Lien Documents, the Second Lien Documents and the Third Lien Documents, respectively, and not in
its individual capacity. The Priority Lien Agent shall not be deemed to owe any fiduciary duty to (i) the Second Lien Collateral
Trustee or any other Second Lien Representative or any other Second Lien Secured Party or (ii) the Third Lien Collateral Trustee
or any other Third Lien Representative or any other Third Lien Secured Party; the Second Lien Collateral Trustee shall not be deemed
to owe any fiduciary duty to (i) the Priority Lien Agent or any other Priority Lien Secured Party or (ii) the Third Lien Collateral
Trustee or any other Third Lien Representative or any other Third Lien Secured Party; and the Third Lien Collateral Trustee shall
not be deemed to owe any fiduciary duty to (i) the Priority Lien Agent or any other Priority Lien Secured Party or (ii) the Second
Lien Collateral Trustee or any other Second Lien Representative or any other Second Lien Secured Party.


 


SECTION
9.15.         Authorization of Secured Agents. By accepting the benefits
of this Agreement and the other Priority Lien Security Documents, each Priority Lien Secured Party authorizes the Priority Lien
Agent to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith. By accepting
the benefits of this Agreement and the other Second Lien Security Documents, each Second Lien Secured Party authorizes the Second
Lien Collateral Trustee to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith.
By accepting the benefits of this Agreement and the other Third Lien Security Documents, each Third Lien Secured Party authorizes
the Third Lien Collateral Trustee to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection
herewith.


 


SECTION
9.16.         Further Assurances. Each of the Priority Lien Agent, for
itself and on behalf of the other Priority Lien Secured Party, the Second Lien Collateral Trustee, for itself and on behalf of
the other Second Lien Secured Parties, the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured
Parties, and each Grantor party hereto, for itself and on behalf of its subsidiaries, agrees that it will execute, or will cause
to be executed, any and all further documents, agreements and instruments, and take all such further actions, as may be required
under any applicable law, or which the Priority Lien Agent, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee
may reasonably request, to effectuate the terms of this Agreement, including the relative Lien priorities provided for herein.


 




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SECTION
9.17.         Relationship of Secured Parties. Nothing set forth herein
shall create or evidence a joint venture, partnership or an agency or fiduciary relationship among the Secured Parties. None of
the Secured Parties nor any of their respective directors, officers, agents or employees shall be responsible to any other Secured
Party or to any other Person for any Grantor’s solvency, financial condition or ability to repay the Priority Lien Obligations,
the Second Lien Obligations or the Third Lien Obligations, or for statements of any Grantor, oral or written, or for the validity,
sufficiency or enforceability of the Priority Lien Documents, the Second Lien Documents or the Third Lien Documents, or any security
interests granted by any Grantor to any Secured Party in connection therewith. Each Secured Party has entered into its respective
financing agreements with the Grantors based upon its own independent investigation, and none of the Priority Lien Agent, the Second
Lien Collateral Trustee or the Third Lien Collateral Trustee makes any warranty or representation to the other Secured Debt Representatives
or the Secured Parties for which it acts as agent nor does it rely upon any representation of the other agents or the Secured Parties
for which it acts as agent with respect to matters identified or referred to in this Agreement.


 


SECTION
9.18.         Third Lien Provisions. Notwithstanding any of the foregoing
provisions, until such time as the Third Lien Collateral Trustee has, pursuant to the terms hereof (including but not limited Section
4.04(c)), entered into, and, for itself and on behalf of the Third Lien Secured Parties, agreed to be bound by the terms of, this
Agreement and executed a Priority Joinder Confirmation, the provisions of this Agreement relating to the Third Lien Obligations
(including, but not limited to, the definitions of “Additional Third Lien Debt Facility”, “Additional
Third Lien Documents”, “Additional Third Lien Obligations”, “Additional Third Lien Secured
Parties”, “Additional Third Lien Security Documents”, “Third Lien”, “Third
Lien Cap”, “Third Lien Collateral”, “Third Lien Collateral Trust Agreement”, “Third
Lien Collateral Trustee”, “Third Lien Debt”, “Third Lien Documents”, “Third
Lien First Standstill Period”, “Third Lien Indenture”, “Third Lien Indenture Notes”,
“Third Lien Obligations”, “Third Lien Representative”, “Third Lien Second Standstill
Period”, “Third Lien Secured Parties”, “Third Lien Security Documents” and “Third
Lien Substitute Facility” and provisions regarding priority, enforcement actions, Standstill Periods, release of Liens,
Insolvency or Liquidation Proceedings, reinstatement, amendments to Third Lien Documents and application of proceeds) shall not
be operative.


 


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


 


	 	THE ROYAL BANK OF SCOTLAND plc,	 
	 	as Priority Lien Agent	 
	 	 	 	 
	 	By	/s/ James L. Moyes 	 
	 	 	James L. Moyes	 
	 	 	Authorised Signatory 	 


 


Signature page to Intercreditor Agreement


 




    	 



    	 



    

 


 


	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Second Lien Collateral Trustee	 
	 	 	 	 
	 	By:	/s/ Steven A. Finklea	 
	 	 	Steven A. Finklea	 
	 	 	Vice President 	 


 


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	 	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
	 	 
	 	ENERGY XXI GULF COAST, INC.
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	ENERGY XXI GOM, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	ENERGY XXI TEXAS ONSHORE, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	ENERGY XXI ONSHORE, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	ENERGY XXI PIPELINE, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President


 


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	 	ENERGY XXI LEASEHOLD, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	ENERGY XXI PIPELINE II, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	MS ONSHORE, LLC
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	EPL OIL & GAS, INC.
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	EPL PIPELINE, L.L.C.
	 	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President


 


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	 	NIGHTHAWK, L.L.C.
	 	 	 
	 	By:  	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	EPL OF LOUISIANA, L.L.C.
	 	 	 
	 	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
	 	 	 
	 	ANGLO-SUISSE OFFSHORE PIPELINE
	 	PARTNERS, 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


 


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	 	ENERGY PARTNERS, LTD., LLC
	 	 	 
	 	By:  	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President
	 	 	 
	 	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN IN ITS CAPACITY AS GUARANTOR UNDER ITS LIMITED RECOURSE GUARANTY AND GRANTOR UNDER ITS PLEDGE AGREEMENT AND IRREVOCABLE PROXY:
	 	 	 
	 	ENERGY XXI USA, INC.
	 	 	 
	 	By:  	/s/ Antonio de Pinho
	 	 	Name: Antonio de Pinho
	 	 	Title: President


 


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ANNEX I


Provision for the Second Lien Indenture,
any Additional Second Lien Debt Facility, the Second Lien Documents, the Initial Third Lien Debt Facility, any Additional Third
Lien Debt Facility and the Third Lien Documents 


 


Reference is made to the Intercreditor Agreement,
dated as of March 12, 2015, between THE ROYAL BANK OF SCOTLAND plc, as Priority Lien Agent (as defined therein), and U.S. BANK
NATIONAL ASSOCIATION, as Second Lien Collateral Trustee (as defined therein) (the “Intercreditor Agreement”).
Each holder of [any Additional Second Lien Obligations][Initial Third Lien Obligations][Additional Third Lien Obligations], by
its acceptance of such [Additional Second Lien Obligations][Initial Third Lien Obligations][Additional Third Lien Obligations]
(a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and
will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the [Second/Third]
Lien Collateral Trustee on behalf of each [Second/Third] Lien Secured Party (as defined therein) to enter into the Intercreditor
Agreement as [Second/Third] Lien Collateral Trustee on behalf of such [Second/Third] Lien Secured Parties. The foregoing provisions
are intended as an inducement to the lenders under the Priority Credit Agreement to extend credit to the Borrowers and such lenders
are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.


 


Provision for all Priority Lien Security
Documents, Indenture Second Lien Security Documents, any Additional Second Lien Security Documents, the Initial Third Lien Security
Documents and the Additional Third Lien Security Documents that Grant a Security Interest in Collateral


 


Reference is made to the Intercreditor Agreement,
dated as of March 12, 2015, between THE ROYAL BANK OF SCOTLAND plc, as Priority Lien Agent (as defined therein), and U.S. BANK
NATIONAL ASSOCIATION, as Second Lien Collateral Trustee (as defined therein) (the “Intercreditor Agreement”).
Each Person that is secured hereunder, 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,]1[(i)][(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, [(ii)][(iii)]
authorizes (or is deemed to authorize) the [Priority Lien Agent] [Second Lien Collateral Trustee] [Third Lien Collateral Trustee]
on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and [(iii)][(iv)] acknowledges (or is deemed
to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person.


 


Notwithstanding any other provision contained
herein, this 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 and, to the extent provided therein, the applicable Security Documents
(as defined in the Intercreditor Agreement). In the event of any conflict or inconsistency between the provisions of this
Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.


 


 






1 This bracketed language would not apply to the Priority
Lien Security Documents.


 




    	Annex I



    	 



    

 


EXHIBIT A

to Intercreditor Agreement


 


[FORM OF]

PRIORITY CONFIRMATION JOINDER


 


Reference is made to the Intercreditor Agreement,
dated as of March 12, 2015 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time,
the “Intercreditor Agreement”) between THE ROYAL BANK OF SCOTLAND plc, as Priority Lien Agent for the
Priority Lien Secured Parties (as defined therein), and U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Trustee for the
Second Lien Secured Parties (as defined therein).


 


Capitalized terms used but not otherwise defined
herein shall have the meaning set forth in the Intercreditor Agreement. This Priority Confirmation Joinder is being executed and
delivered pursuant to Section 4.04 [a][b][c] of the Intercreditor Agreement as a condition precedent to the debt for which the
undersigned is acting as representative being entitled to the rights and obligations of being [Additional [Second/Third] Lien Obligations][Initial
third Lien Obligations] under the Intercreditor Agreement.


 


1.          Joinder.
The undersigned, [_______________], a [_______________], (the “New Representative”) as [trustee] [collateral
trustee] [administrative agent] [collateral agent] under that certain [describe applicable indenture, credit agreement or other
document governing the Additional Second or [Initial/Additional] Third Lien Obligations] hereby:


 


(a)          represents
that the New Representative has been authorized to become a party to the Intercreditor Agreement on behalf of the [Priority Lien
Secured Parties under a Priority Substitute Facility] [Indenture Second Lien Secured Parties under the Second Lien Substitute Facility]
[Additional Second Lien Secured Parties under the Additional Second Lien Debt Facility] [Initial Third Lien Secured Parties under
the Initial Third Lien Debt Facility] [Additional Third Lien Secured Parties under the Additional Third Lien Debt Facility] as
[a Priority Lien Agent under a Priority Substitute Facility] [a Second Lien Collateral Trustee under a Second Lien Substitute Facility]
[a Third Lien Collateral Trustee under a Third Lien Substitute Facility] [Secured Debt Representative] [Second Lien Representative]
[Third Lien Representative] under the Intercreditor Agreement for all purposes thereof on the terms set forth therein, and to be
bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement
as of the date thereof; and


 


(b)          agrees
that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows:


 


[Address];


 


2.          Priority
Confirmation.


 


[Option A: to be used
if additional debt constitutes Priority Debt] The undersigned New Representative, on behalf of itself and each Priority
Lien Secured Party for which the undersigned is acting as [Administrative Agent] hereby agrees, for the benefit of all Secured
Parties and each future Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the
Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions
relating to the ranking of Priority Liens. [or]


 




    	Exhibit A



    	 



    

 


[Option B: to be used
if additional debt constitutes a Series of Second Lien Debt] The undersigned New Representative, on behalf of itself
and each holder of Obligations in respect of the Series of Second Lien Debt [that constitutes Second Lien Substitute Facility]
for which the undersigned is acting as [Second Lien Representative][Second Lien Collateral Trustee] hereby agrees, for the benefit
of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the
Intercreditor Agreement, that:


 


(a)          all
Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Borrowers or
any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise
constituting Collateral for such Series of Second Lien Debt, and that all such Second Liens will be enforceable by the Second Lien
Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and
ratably;


 


(b)          the New Representative
and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Second Lien
Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking
of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second
Liens and Third Liens; and


 


(c)          the
New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting
as [Second Lien Representative] appoints the Second Lien Collateral Trustee and consents to the terms of the Intercreditor
Agreement and the performance by the Second Lien Collateral Trustee of, and directs the Second Lien Collateral Trustee to perform,
its obligations under the Intercreditor Agreement and the Second Lien Collateral Trust Agreement, together with all such powers
as are reasonably incidental thereto. [or]


 


[Option C: to be used
if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself
and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes Third Lien Substitute Facility] for
which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Trustee] hereby agrees, for the benefit of
all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the
Intercreditor Agreement, that:


 


(a)          all
Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by the Borrowers or any
other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting
Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee
with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably;


 




    	Exhibit A



    	 



    

 


(b)          the New Representative
and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien
Representative][Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including
the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds
from enforcement of Priority Liens, Second Liens and Third Liens; and


 


[(c)          the
New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting
as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor
Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform,
its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers
as are reasonably incidental thereto.]2


 


3.          Full
Force and Effect of Intercreditor Agreement.  Except as expressly supplemented
hereby, the Intercreditor Agreement shall remain in full force and effect.


 


4.          Governing
Law and Miscellaneous Provisions. The provisions of Article 9 of the Intercreditor Agreement will apply with like effect to
this Priority Confirmation Joinder.


 


5.          Expenses.
The Borrowers agree to reimburse each Secured Debt Representative for its reasonable out of pocket expenses in connection with
this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of counsel.


 


 






2 Necessary only in the case of an incurrence of Additional
Third Lien Obligations.


 




    	Exhibit A



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Priority Confirmation Joinder to be executed by their respective officers or representatives as of [______________,
20____].


 


	 	[insert name of New Representative]
	 	 
	 	By:  _____________________________
	 	Name:
	 	Title:


 


The Priority Lien Agent hereby acknowledges
receipt of this Priority Confirmation Joinder [and agrees to act as Priority Lien Agent for the New Representative and the holders
of the Obligations represented thereby]:


 


	 	__________________________________,
	 	as Priority Lien Agent
	 	 
	 	By:  _____________________________
	 	Name:
	 	Title:


 


The Second Lien Collateral Trustee hereby acknowledges
receipt of this Priority Confirmation Joinder [and agrees to act as Second Lien Collateral Trustee for the New Representative and
the holders of the Obligations represented thereby]:


 


	 	__________________________________,
	 	as Second Lien Collateral Trustee
	 	 
	 	By:  _____________________________
	 	Name:
	 	Title:


 


[The Third Lien Collateral Trustee hereby acknowledges
receipt of this Priority Confirmation Joinder [and agrees to act as Third Lien Collateral Trustee for the New Representative and
the holders of the Obligations represented thereby]:


 


	 	__________________________________,
	 	as Third Lien Collateral Trustee
	 	 
	 	By:  _____________________________
	 	Name:
	 	Title:]


 




    	Exhibit A



    	 



    

 


	 	Acknowledged and Agreed to by: 	 
	 	 	 
	 	ENERGY XXI GULF COAST, INC.,	 
	 	as Borrower	 
	 	 	 
	 	By	 	 
	 	 	[Name]	 
	 	 	[Title]	 
	 	 	 
	 	EPL OIL & GAS, INC.,	 
	 	as Borrower	 
	 	 	 
	 	By	 	 
	 	 	[Name]	 
	 	 	[Title]	 


 




    	Exhibit A



    	 



    

 


EXHIBIT B

to Intercreditor Agreement


 


SECURITY DOCUMENTS


 


PART A.


 


List of Priority Lien Security Documents


 


		1.	First Lien Mortgage, Deed of Trust, Assignment, Security
Agreement, Financing Statement and Fixture Filing, dated as of April 4, 2006 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the “GOM Deed of Trust”), from Energy XXI GOM, LLC (“GOM”),
as Mortgagor and Debtor (as defined in the GOM Deed of Trust) to the Trustee (as defined in the GOM Deed of Trust) and the Priority
Lien Agent, as Administrative Agent, Mortgagee and Secured Party (as defined in the Deed of Trust).



 


		2.	First Lien Mortgage, Assignment, Security Agreement, Financing
Statement and Fixture Filing, dated as of April 4, 2006 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “GOM Mortgage”), from GOM, as Mortgagor and Debtor (as defined in the GOM Mortgage)
to the Priority Lien Agent, as Administrative Agent, Mortgagee and Secured Party (as defined in the GOM Mortgage).



 


		3.	First Lien Mortgage, Assignment, Security Agreement, Financing
Statement and Fixture Filing, dated as of July 28, 2006 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “EXXI Mortgage”), from EXXI, as Mortgagor and Debtor (as defined in the EXXI
Mortgage) to the Priority Lien Agent, as Administrative Agent, Mortgagee and Secured Party (as defined in the EXXI Mortgage).



 


		4.	Second Amended and Restated First Lien Pledge and Security
Agreement and Irrevocable Proxy, dated as of May 5, 2011 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “EXXI Security Agreement”), made by EXXI in favor of the Priority Lien Agent
for each of the Secured Parties (as defined in the EXXI Security Agreement).



 


		5.	Second Amended and Restated First Lien Pledge and Security
Agreement and Irrevocable Proxy, dated as of May 5, 2011 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “GOM Security Agreement”), made by GOM in favor of the Priority Lien Agent for
each of the Secured Parties (as defined in the GOM Security Agreement).



 


		6.	Second Amended and Restated First Lien Pledge and Security
Agreement and Irrevocable Proxy, dated as of May 5, 2011 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “Onshore Security Agreement”), made by Energy XXI Onshore, LLC in favor of the
Priority Lien Agent for each of the Secured Parties (as defined in the Onshore Security Agreement).



 




    	Exhibit B



    	 



    

 


		7.	Amended and Restated First Lien Pledge and Security Agreement
and Irrevocable Proxy, dated as of May 5, 2011 (as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Pipeline Security Agreement”), made by Energy XXI Pipeline, LLC in favor of the Priority
Lien Agent for each of the Secured Parties (as defined in the Pipeline Security Agreement).



 


		8.	Second Amended and Restated First Lien Pledge and Security
Agreement and Irrevocable Proxy, dated as of May 5, 2011 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “Texas Onshore Security Agreement”), made by Energy XXI Texas Onshore, LLC in
favor of the Priority Lien Agent for each of the Secured Parties (as defined in the Texas Onshore Security Agreement).



 


		9.	Second Amended and Restated First Lien Pledge Agreement
and Irrevocable Proxy dated as of May 5, 2011 (as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Intermediate Holdco Pledge Agreement”), made by Energy XXI USA, Inc. (“Intermediate
Holdco”) in favor of the Priority Lien Agent for each of the Secured Parties (as defined in the Intermediate Holdco
Pledge Agreement).



 


		10.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of December 7, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the
“Leasehold Security Agreement”), made by Energy XXI Leasehold, LLC in favor of the Priority Lien Agent
for each of the Secured Parties (as defined in the Leasehold Security Agreement).



 


		11.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of December 7, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the
“Pipeline II Security Agreement”), made by Energy XXI Pipeline II, LLC in favor of the Priority Lien
Agent for each of the Secured Parties (as defined in the Pipeline II Security Agreement).



 


		12.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of November 29, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time,
the “MS Onshore Security Agreement”), made by MS Onshore, LLC in favor of the Priority Lien Agent for
each of the Secured Parties (as defined in the MS Onshore Security Agreement).



 


		13.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of June 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Anglo-Suisse
Security Agreement”), made by Anglo-Suisse Offshore Pipeline Partners, LLC in favor of the Priority Lien Agent for
each of the Secured Parties (as defined in the Anglo-Suisse Security Agreement).



 


		14.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of June 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Delaware
EPL of Texas Security Agreement”), made by Delaware EPL of Texas, LLC in favor of the Priority Lien Agent for each
of the Secured Parties (as defined in the Delaware EPL of Texas Security Agreement).



 




    	Exhibit B



    	 



    

 


		15.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of June 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Energy
Partners Security Agreement”), made by Energy Partners Ltd., LLC in favor of the Priority Lien Agent for each of
the Secured Parties (as defined in the Energy Partners Security Agreement).



 


		16.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of June 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “EPL
of LA Security Agreement”), made by EPL of Louisiana, L.L.C. (“EPL OF LA”) in favor of
the Priority Lien Agent for each of the Secured Parties (as defined in the EPL of LA Security Agreement).



 


		17.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of June 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “EPL
Security Agreement”), made by EPL in favor of the Priority Lien Agent for each of the Secured Parties (as defined
in the EPL Security Agreement).



 


		18.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of June 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “EPL
Pioneer Security Agreement”), made by EPL Pioneer Houston, Inc. in favor of the Priority Lien Agent for each of
the Secured Parties (as defined in the EPL Pioneer Security Agreement).



 


		19.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of June 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “EPL
Pipeline Security Agreement”), made by EPL Pipeline, L.L.C. in favor of the Priority Lien Agent for each of the
Secured Parties (as defined in the EPL Pipeline Security Agreement).



 


		20.	First Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of June 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Nighthawk
Security Agreement”), made by Nighthawk, L.L.C. in favor of the Priority Lien Agent for each of the Secured Parties
(as defined in the Nighthawk Security Agreement).



 


		21.	First Lien Mortgage, Assignment, Security Agreement, Financing
Statement and Fixture Filing, dated as of June 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from
time to time, the “EPL Mortgage”), from EPL, as Mortgagor (as defined in the EPL Mortgage) and EPL OF
LA, as Mortgagor (as defined in the EPL Mortgage) to the Priority Lien Agent, as Administrative Agent and Mortgagee (as defined
in the EPL Mortgage).



 


		22.	First Lien Security Agreement, dated as of the date hereof
(as amended, supplemented, amended and restated or otherwise modified from time to time, the “Intermediate Holdco
Security Agreement”) made by Intermediate Holdco in favor of the Priority Lien Agent for each of the Secured Parties
(as defined in the Intermediate Holdco Security Agreement).



 




    	Exhibit B



    	 



    

 


PART B.


 


List of Indenture Second Lien Security Documents


 


		1.	Second Lien Pledge and Security Agreement and Irrevocable
Proxy, dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified from time to time, the
“Security Agreement”), among EXXI and each Subsidiary Guarantor (as defined in the Second Lien Indenture)
party thereto in favor of the Second Lien Collateral Trustee for the ratable benefit of the Secured Parties (as defined in the
Security Agreement).



 


		2.	Second Lien Pledge Agreement and Irrevocable Proxy, dated
as of the date hereof (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Intermediate
Holdco Pledge Agreement”), by Energy XXI USA, Inc., a Delaware corporation (“Intermediate Holdco”),
in favor of the Second Lien Collateral Trustee for the ratable benefit of the Secured Parties (as defined in the Intermediate
Holdco Pledge Agreement).



 


		3.	Second Lien Security Agreement, dated as of the date hereof
(as amended, supplemented, amended and restated or otherwise modified from time to time, the “Intermediate Holdco
Security Agreement”), by Intermediate Holdco, in favor of the Second Lien Collateral Trustee for the ratable benefit
of the Secured Parties (as defined in the Intermediate Holdco Security Agreement).



 


PART C.


 


List of Initial Third Lien Security Documents


 


		1.	None as of the date hereof.



 




    	Exhibit B