Exhibit 10.3


 


Execution Version


 


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


 


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


 


SECOND LIEN PLEDGE
AND SECURITY AGREEMENT

and irrevocable proxy


 


This SECOND LIEN PLEDGE
AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of March 12, 2015 (as amended, supplemented, amended and restated or otherwise
modified from time to time, this “Security Agreement”) is entered into by ENERGY XXI GULF COAST, INC., a Delaware
corporation (the “Company”), and each SUBSIDIARY GUARANTOR (as
defined in the Indenture hereinafter described) party hereto on the date hereof or that becomes a party hereto after the date hereof
pursuant to Section 7.11 (the Company and each such Subsidiary Guarantor from time to time party hereto, collectively, the
“Grantors” and each, individually, a “Grantor”), in favor of U.S. BANK NATIONAL ASSOCIATION,
in its capacity as Collateral Trustee (as defined in the Indenture hereinafter described) for the ratable benefit of the Secured
Parties (as defined below).


 


WITNESSETH
:


 


A.           The
Company will issue its 11.000% Senior Secured Second Lien Notes due 2020 in an initial aggregate principal amount of $1,450,000,000,
pursuant to an Indenture dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified from
time to time, the “Indenture”) by and among the Company, Energy
XXI Ltd, Energy XXI USA, Inc., a Delaware corporation (“Intermediate Holdco”), the Subsidiary Guarantors
party thereto from time to time and U.S. Bank National Association, as the Trustee (as defined therein).


 


B.           The
Indenture requires the Grantors to enter into this Security Agreement and grant to the Collateral Trustee, for the ratable benefit
of the Secured Parties, a security interest in the Collateral (as hereinafter defined).


 


C.           In
connection with the Indenture, the Grantors, Intermediate Holdco, the Trustee and the Collateral Trustee are entering into that
certain Collateral Trust Agreement dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “Collateral Trust Agreement”), which sets
forth the terms on which the Collateral Trustee will receive, hold, administer, maintain, enforce and distribute the proceeds of
all liens upon any property of any Grantor or Intermediate Holdco at any time held by the Collateral Trustee, in trust for the
benefit of the current and future holders of the Parity Lien Obligations (as defined in the Indenture), including the Secured Parties.


 


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D.           Certain
Priority Lien Obligations and Junior Lien Obligations (each, as defined in the Indenture) may be outstanding from time to time
and, as such, to set forth the relative rights of the holders of the Priority Lien Obligations, the holders of the Parity Lien
Obligations (including the Secured Parties), and the holders of the Junior Lien Obligations, The Royal Bank of Scotland plc, as
the Priority Lien Collateral Agent (as defined in the Indenture), and the Collateral Trustee are entering into that certain Intercreditor
Agreement dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified from time to
time, the “Intercreditor Agreement”).


 


E.           The
board of directors or equivalent governing body of each Grantor, as applicable, has determined that such Grantor’s execution,
delivery and performance of this Security Agreement may reasonably be expected to provide substantial benefit to such Grantor,
directly or indirectly, and are in the best interests of such Grantor.


 


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


 


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


 


ARTICLE
I

DEFINITIONS


 


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


 


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


 


“Collateral”
is defined in Section 2.1.


 


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


 


“Company”
is defined in the preamble.


 


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


 


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


 


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


 


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


 


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


 


“Filing Statements” is defined
in Section 3.5.


 


“Excluded EPL
Intercompany Note” means the intercompany note described in clause (5) of the definition of “Excluded Assets”
in the Indenture, so long as the same constitutes an “Excluded Asset”.


 


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


 


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


 


“Grantor”
is defined in the preamble.


 


“Indenture”
is defined in the recitals.


 


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


 


“Intercreditor
Agreement” is defined in the recitals.


 


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


 


“Obligor” means the Company
and each Guarantor.


 


“Organic Document”
means, relative to any Person, its certificate or articles of incorporation, articles and memorandum of association, by-laws, certificate
of partnership, partnership agreement, certificate of formation, limited liability agreement, operating agreement and similar or
comparable agreement or certificate, and all shareholder agreements, voting trusts and similar arrangements applicable to any of
such Person’s Capital Securities.


 


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


 


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


 


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


 


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


 


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“Pledged
Notes” means all promissory notes issued to any Grantor, as such promissory notes are amended, restated, modified
or supplemented from time to time and together with any promissory note of any Pledged Note Issuer taken in extension or renewal
thereof or substitution therefor, provided, however, that the Excluded EPL Intercompany Note shall not constitute
a “Pledged Note” hereunder.


 


“Pledged
Property” means all Pledged Notes, Pledged Interests, Pledged Shares, all assignments of any amounts due or to
become due with respect to the Pledged Interests or the Pledged Shares, all other instruments which are required to be delivered
by any Grantor to the Collateral Trustee under this Security Agreement or any other Note Document, and all proceeds of any of the
foregoing, provided, however, that the Excluded EPL Intercompany Note shall not constitute “Pledged Property”
hereunder.


 


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


 


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


 


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


 


“second priority”
means Liens that (a) may be junior in priority to the Liens securing Priority Lien Obligations, to the extent permitted to be incurred
or to exist under the Intercreditor Agreement, and (b) are senior in priority to the Liens securing Junior Lien Obligations, to
the extent permitted to be incurred or to exist under the Intercreditor Agreement.


 


“Secured Obligations”
is defined in Section 2.2.


 


“Secured
Parties” means the Trustee, the Collateral Trustee, the Holders and each other holder of any Secured Obligation.


 


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


 


“Security Agreement”
is defined in the preamble.


 


“Subsidiary Grantor”
is defined in Section 2.8.


 


“Termination Date”
means the earliest to occur of (a) the satisfaction and discharge of the Indenture pursuant to Article 10 thereof, (b) Legal Defeasance
pursuant to Article 8 of the Indenture, (c) Covenant Defeasance pursuant to Article 8 of the Indenture, and (d) the date on which
all outstanding Secured Obligations have been indefeasibly paid in full in cash and discharged.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
II

SECURITY INTEREST


 


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


 


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


 


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


 


(c)          all
accounts, money, payment intangibles, deposit accounts (including, without limitation, each Deposit Account listed on Item G
of Schedule II, each Collateral Account and all amounts on deposit therein and all cash equivalent investments carried therein
and all proceeds thereof), contracts, contract rights, all rights constituting a right to the payment of money, chattel paper,
documents, documents of title, instruments, letters of credit, letter-of-credit rights and General Intangibles of such Grantor,
whether or not earned by performance or arising out of or in connection with the sale or lease of goods or the rendering of services,
including all moneys due or to become due in repayment of any loans or advances, and all rights of such Grantor now or hereafter
existing in and to all security agreements, guaranties, leases, agreements and other contracts securing or otherwise relating to
any such accounts, money, payment intangibles, deposit accounts, contracts, contract rights, rights to the payment of money, chattel
paper, documents, documents of title, instruments, letters of credit, letter-of-credit rights and General Intangibles (any and
all such accounts, money, payment intangibles, deposit accounts, contracts, contract rights, rights to the payment of money, chattel
paper, documents, documents of title, instruments, letters of credit, letter-of-credit rights and General Intangibles being the
“Receivables”, and any and all such security agreements, guaranties, leases, agreements and other contracts
being the “Related Contracts”);


 


(d)          all
Intellectual Property Collateral of such Grantor;


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)          all
of such Grantor’s other property and rights of every kind and description and interests therein, including without limitation,
all other “Accounts”, “Certificated Securities”, “Chattel Paper”, “Commercial Tort Claims”
(including those set forth on Item I of Schedule II attached hereto (as such schedule may be updated from time to
time in accordance with Section 4.8 hereof)), “Commodity Accounts”, “Commodity Contracts”, “Deposit
Accounts”, “Documents”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”,
“Instruments”, “Inventory”, “Investment Property”, “Letter-of-Credit Rights”, “Letters
of Credit”, “Money”, “Proceeds”, “Securities”, “Securities Accounts”, “Security
Entitlements”, “Supporting Obligations” and “Uncertificated Securities” as such terms are defined
in the UCC.


 


Notwithstanding anything to the contrary contained
in this Security Agreement (including this Section 2.1) or in any other Note Document, the term “Collateral” shall
not include any Excluded Assets.


 


SECTION 2.2. Security
for Obligations. This Security Agreement and the Collateral secure the prompt and indefeasible payment in full and performance
of all Notes Obligations now or hereafter existing under this Security Agreement, the Indenture or any other Note Document, whether
for principal, interest, costs, fees, expenses or otherwise, howsoever created, arising or evidenced, whether direct or indirect,
primary or secondary, fixed or absolute or contingent, joint or several, or now or hereafter existing under this Security Agreement
and each other Note Document (as used herein, the “Secured Obligations”).


 


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SECTION 2.3. Continuing
Security Interest; Transfer of Notes; Reinstatement.


 


(a)          This
Security Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect
until the Termination Date, (ii) be binding upon each Grantor and its successors, transferees and assigns, and (iii) inure, together
with the rights and remedies of the Collateral Trustee hereunder, to the benefit of the Collateral Trustee and each other Secured
Party and their respective successors, transferees and assigns. Without limiting the generality of the foregoing, any Holder may
assign or otherwise transfer (in whole or in part) any Note held by it as provided in the Indenture and any successor or assignee
thereof shall thereupon become vested with all the rights and benefits in respect thereof granted to such Holder under each Note
Document (including this Security Agreement) to the extent contemplated by the Indenture. Upon the Termination Date, (i) the security
interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor and
(ii) the Collateral Trustee will, at the Grantors’ sole expense, deliver to each applicable Grantor, without any representations,
warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Notes, Pledged
Shares and Pledged Interests, together with all other Collateral held by the Collateral Trustee hereunder, and execute and deliver
to any Grantor such documents as such Grantor shall reasonably request to evidence such termination.


 


(b)          If
at any time all or any part of any payment theretofore applied by the Collateral Trustee or any Secured Party to any of the Secured
Obligations is or must be rescinded or returned by the Collateral Trustee or any such Secured Party for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy, reorganization or other similar proceeding of any Grantor or any other Person),
such Secured Obligations shall, for purposes of this Security Agreement, to the extent that such payment is or must be rescinded
or returned, be deemed to have continued to be in existence, notwithstanding any application by the Collateral Trustee or such
Secured Party or any termination agreement or release provided to any Grantor, and this Security Agreement shall continue to be
effective or reinstated, as the case may be, as to such Secured Obligations, all as though such application by the Collateral Trustee
or such Secured Party had not been made. This Section 2.3(b) shall survive the Termination Date.


 


SECTION 2.4. Grantor
Remains Liable. Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts
and agreements included in the Collateral to the extent set forth therein, and will perform all of its duties and obligations under
such contracts and agreements to the same extent as if this Security Agreement had not been executed, (b) the exercise by
the Collateral Trustee of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under
any such contracts or agreements included in the Collateral, and (c) neither the Collateral Trustee nor any other Secured
Party shall have any obligation or liability under any contracts or agreements included in the Collateral by reason of this Security
Agreement, nor shall the Collateral Trustee nor any Secured Party be obligated to perform any of the obligations or duties of any
Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.


 


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SECTION 2.5. Delivery of Pledged Property.


 


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


 


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


 


SECTION 2.6. Distributions
on Pledged Shares. In the event that any Distribution with respect to any Pledged Shares or Pledged Interests pledged hereunder
is permitted to be paid in accordance with the Indenture, such Distribution or payment may be paid directly to the applicable Grantor.
If any Distribution is made in contravention of the Indenture, the applicable Grantor shall hold the same segregated and in trust
for the Collateral Trustee until paid to the Collateral Trustee in accordance with Section 4.1(e).


 


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


 


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SECTION
2.8. Waiver of Subrogation. Until one year and one
day after the Termination Date, each Grantor that is a Subsidiary Guarantor (as used in this Section 2.8, a “Subsidiary
Grantor”) hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company
or any other Obligor that arise from the existence, payment, performance or enforcement of such Grantor’s obligations under
this Security Agreement or any other Note Document, including any right of subrogation, reimbursement, exoneration or indemnification,
any right to participate in any claim or remedy of any Secured Party against the Company or any other Obligor or any collateral
which any Secured Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract,
statute or common law, including the right to take or receive from the Company or any other Obligor, directly or indirectly, in
cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount
shall be paid to such Subsidiary Grantor in violation of the preceding sentence and the Termination Date shall have not occurred,
then such amount shall be deemed to have been paid to such Subsidiary Grantor for the benefit of, and held in trust for, the Collateral
Trustee (on behalf of the Secured Parties), and shall forthwith be paid to the Collateral Trustee to be credited and applied upon
the Secured Obligations, whether matured or unmatured. Each Subsidiary Grantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this Section 2.8
is knowingly made in contemplation of such benefits.


 


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


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


Each Grantor hereby represents
and warrants to the Collateral Trustee and each other Secured Party as at the date hereof, as follows:


 


SECTION
3.1. Reserved.


 


SECTION 3.2. Non-Contravention. The execution, delivery and performance by such Grantor of this Security Agreement do
not contravene such Grantor’s Organic Documents.


 


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SECTION 3.3. No Governmental
Approval, etc. Except for filings to perfect and maintain the perfection of the Liens arising pursuant to the Security Documents,
no authorization or approval or other action by, and no notice to or filing with, any governmental authority or other Person (other
than those that have been, or on the date hereof will be, duly obtained or made and that are, or on the date hereof will be, in
full force and effect) is required for (a) the consummation of the transactions contemplated hereby or the due execution,
delivery or performance by such Grantor of this Security Agreement, (b) for the grant by such Grantor of the security interest
granted hereby, (c) for the perfection or maintenance of the security interests hereunder, including the second priority (subject
to Permitted Liens) nature of such security interest, or the exercise by the Collateral Trustee of its rights and remedies hereunder,
or (d) for the exercise by the Collateral Trustee of the rights of control, possession, voting or other rights provided for
in this Security Agreement (subject to the Intercreditor Agreement), except (i) with respect to any Pledged Shares or Pledged
Interests, as may be required in connection with a disposition of such Pledged Shares or Pledged Interests by laws affecting the
offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any
“change of control” or similar filings required by state licensing agencies.


 


SECTION 3.4. Validity,
etc. This Security Agreement constitutes the legal, valid and binding obligations of such Grantor, enforceable against such
Grantor in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and by principles of equity).


 


SECTION 3.5. Ownership,
No Liens, etc. Such Grantor is the legal and beneficial owner of, and has good and defensible title to (and has full right
and authority to pledge, grant and assign) its Collateral, free and clear of all Liens and options, except for any Lien (a) granted
pursuant to this Security Agreement in favor of the Collateral Trustee or (b) that is a Permitted Lien. No effective UCC financing
statement or other filing similar in effect covering all or any part of the Collateral is on file in any recording office, except
those filed in favor of the Collateral Trustee relating to this Security Agreement or the Note Documents, Permitted Liens or as
to which a duly authorized termination statement relating to such UCC financing statement or other instrument has been delivered
to the Collateral Trustee on the date hereof. This Security Agreement creates a valid security interest in the Collateral, securing
the payment of the Secured Obligations, and, except for the proper filing with the Secretary of State of the jurisdiction of incorporation
or formation of the applicable Grantor of UCC-1 financing statements naming each Grantor as debtor and the Collateral Trustee as
secured party (collectively, the “Filing Statements”), all filings and other actions necessary to perfect and
protect such security interest have been duly taken and such security interest shall be a second priority security interest.


 


SECTION 3.6. As to Capital
Securities of the Subsidiaries, Investment Property.


 


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


 


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


 


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


 


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


 


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


 


(f)          The
Grantor payee, Pledged Note Issuer, initial principal balance and outstanding principal balance as of the date hereof of each Pledged
Note (and the date and name thereof) is set forth on Item B of Schedule I. All of Pledged Notes have been duly authorized,
executed, endorsed, issued and delivered, and are the legal, valid and binding obligation of the issuers thereof, and are not in
default.


 


SECTION 3.7. Grantor’s
Name, Location, etc.


 


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


 


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


 


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


 


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(d)          Such
Grantor has not been known by any legal name different from the one set forth on Item A-1 of Schedule II, nor has
such Grantor been the subject of any merger or other corporate reorganization, except as set forth in Item E of Schedule
II hereto.


 


(e)          (Reserved).


 


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


 


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


 


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


 


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


 


(j)          The
name set forth on Item A-1 of Schedule II is the true and correct legal name (as defined in the UCC) of such Grantor.


 


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


 


SECTION 3.8. Possession
of Inventory, Control; etc. Such Grantor (a) has exclusive possession and control of its Equipment and Inventory, and
(b) is the sole entitlement holder of its Accounts and no other Person (other than the Collateral Trustee pursuant to this
Security Agreement or any other Person with respect to Permitted Liens) has “control” or “possession” of,
or any other interest in, any of its Accounts or any other securities or property credited thereto except as permitted pursuant
to this Security Agreement.


 


SECTION 3.9. Negotiable
Documents, Instruments and Chattel Paper. Such Grantor has, contemporaneously herewith, delivered to the Collateral Trustee
possession of all originals of all Documents, Instruments, Promissory Notes, Pledged Notes and tangible Chattel Paper owned or
held by such Grantor (duly endorsed, in blank, if requested by the Collateral Trustee).


 


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SECTION 3.10. Intellectual
Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral
specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and Trade Secrets
Collateral, such Grantor owns and has no interests in any Intellectual Property Collateral as of the date hereof other than the
Computer Hardware and Software Collateral.


 


ARTICLE
IV

COVENANTS


 


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


 


SECTION 4.1. As to Investment
Property, etc.


 


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


 


(b)          Investment
Property (other than Certificated Securities). Within 60 days of the Issue Date (and at all times thereafter), with respect
to (i) any Deposit Accounts, Securities Accounts, Commodity Accounts, Commodity Contracts or Security Entitlements constituting
Investment Property Collateral owned or held by any Grantor, such Grantor shall cause the intermediary maintaining such Investment
Property to execute a Control Agreement relating to such Investment Property pursuant to which such intermediary agrees to comply
with the Collateral Trustee’s instructions with respect to such Investment Property without further consent by such Grantor,
or (ii) any Uncertificated Securities (other than Uncertificated Securities credited to a Securities Account) constituting
Investment Property owned or held by such Grantor, such Grantor will cause the Pledged Interests Issuer or other issuer of such
securities to either (A) register the Collateral Trustee as the registered owner thereof on the books and records of the issuer,
or (B) execute a Control Agreement relating to such Investment Property pursuant to which the Pledged Interests Issuer or
other issuer agrees to comply with the Collateral Trustee’s instructions with respect to such Uncertificated Securities without
further consent by such Grantor.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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SECTION 4.2. Organic
Documents; Change of Name, etc. No Grantor will change its state of incorporation, formation or organization or its name, identity,
organizational identification number or corporate structure unless such Grantor shall have (a) given the Collateral Trustee
at least fifteen (15) days’ prior notice of such change and (b) taken all actions necessary or as requested by the Collateral
Trustee to ensure that the Liens on the Collateral granted in favor of the Collateral Trustee for the benefit of the Secured Parties
remain perfected, second priority Liens.


 


SECTION 4.3. As to Accounts.


 


(a)          Each
Grantor shall have the right to collect all Accounts, subject to the other provisions of this Security Agreement.


 


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


 


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


 


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


 


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


 


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SECTION 4.4. As to Grantors’
Use of Collateral.


 


(a)          Reserved.


 


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


 


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


 


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


 


SECTION 4.5. Reserved.


 


SECTION 4.6. As to Intellectual
Property Collateral. Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to
any Intellectual Property Collateral material to the operations or business of such Grantor:


 


(a)          Reserved;


 


(b)          Reserved;


 


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


 


(d)          Reserved;


 


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


 


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


 


SECTION 4.7. As to Letter-of-Credit
Rights.


 


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


 


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


 


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


 


SECTION 4.9. Electronic
Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel
paper or any “transferable record,” as that term is defined in Section 201 of the U.S. Federal Electronic Signatures
in Global and National Commerce Act, or in Section 16 of the U.S. Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction, with a value in excess of $1,000,000, such Grantor shall promptly notify the Collateral Trustee thereof and, at the
request of the Collateral Trustee and subject to the terms of the Intercreditor Agreement, shall take such action as the Collateral
Trustee may request to vest in the Collateral Trustee control under Section 9-105 of the UCC of such electronic chattel paper or
control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section
16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral
Trustee agrees with the Grantors that the Collateral Trustee will arrange, pursuant to procedures reasonably satisfactory to the
Collateral Trustee and so long as such procedures will not result in the Collateral Trustee’s loss of control, for each Grantor
to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the
case may be, Section 201 of the U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S.
Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred
and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper
or transferable record.


 


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SECTION 4.10. Reserved.


 


SECTION 4.11. Reserved.


 


SECTION 4.12. Further
Assurances, etc. Each Grantor shall warrant and defend the right and title herein granted unto the Collateral Trustee in and
to the Collateral (and any right, title and interest represented by the Collateral) against the claims and demands of all Persons
whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or that the Collateral Trustee may reasonably request, in order
to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee
to exercise and enforce its rights and remedies hereunder with respect to any Collateral. No Grantor shall enter into any amendment
or supplement to, or modification or waiver of, any term or provision of any Organic Document of such Grantor or a Pledged Interests
Issuer, which could reasonably be expected to be materially adverse to the interests of the Collateral Trustee and the other Secured
Parties. Each Grantor shall provide, or cause the applicable Pledged Interests Issuer to provide, the Collateral Trustee with a
copy of any amendment or supplement to, or modification or waiver of, any term or provision of any of Organic Document of any Pledged
Interests Issuer. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with
respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions
with respect to such Collateral or any part thereof as required by the Note Documents. Without limiting the generality of the foregoing,
each Grantor will:


 


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


 


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(b)          file
(and each Grantor hereby authorizes the Collateral Trustee and each designee thereof to file) such Filing Statements or continuation
statements, or amendments thereto (which, in each case, may describe the collateral covered thereby as “all assets”
or words of similar import), and such other instruments or notices (including any assignment of claim form under or pursuant to
the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated
under or pursuant to any version thereof), as may be necessary or that the Collateral Trustee may request in order to perfect and
preserve the security interests and other rights granted or purported to be granted to the Collateral Trustee hereby (with the
authorization contained in this Section 4.12 being irrevocable and continuing until the Termination Date);


 


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


 


(d)          Reserved;


 


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


 


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


 


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


 


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


 


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ARTICLE
V

THE COLLATERAL TRUSTEE


 


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


 


SECTION 5.2. Collateral
Trustee May Perform. If any Grantor fails to perform any agreement contained herein, the Collateral Trustee may itself perform,
or cause performance of such agreement, and the expenses of the Collateral Trustee incurred in connection therewith shall be payable
by such Grantor pursuant to Section 7.8 of the Collateral Trust Agreement and the Collateral Trustee may from time to time
take any other action which the Collateral Trustee reasonably deems necessary for the maintenance, preservation or protection of
any of the Collateral or of its security interest therein.


 


SECTION 5.3. Collateral
Trustee Has No Duty.


 


(a)          The
powers conferred on the Collateral Trustee hereunder are solely to protect its interest (on behalf of the Secured Parties) in the
Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral
in its possession and the accounting for moneys actually received by it hereunder, the Collateral Trustee shall have no duty as
to any Collateral or responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Investment Property and any other Pledged Property, whether or not the Collateral Trustee
has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral.


 


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


 


SECTION 5.4. Reasonable
Care. The Collateral Trustee is required to exercise reasonable care in the custody and preservation of any of the Collateral
in its possession; provided, that the Collateral Trustee shall be deemed to have exercised reasonable care in the custody
and preservation of any of the Collateral (a) if such Collateral is accorded treatment substantially equal to that which the
Collateral Trustee accords its own personal property, or (b) if the Collateral Trustee takes such action for that purpose
as any Grantor reasonably requests in writing at times other than upon the occurrence and during the continuance of an Event of
Default; provided, further, that failure of the Collateral Trustee to comply with any such request at any time shall
not in itself be deemed a failure to exercise reasonable care.


 


SECTION 5.5. Collateral
Trust Agreement Controls. Subject to Section 7.12, in the event of any conflict or inconsistency between the provisions
of the Collateral Trust Agreement and this Article V, the provisions of the Collateral Trust Agreement shall control.


 


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ARTICLE
VI

REMEDIES


 


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


 


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


 


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


 


(c)          All
cash Proceeds received by the Collateral Trustee in respect of any sale of, collection from, or other realization upon, all or
any part of the Collateral shall be applied by the Collateral Trustee in accordance with Section 3.4 of the Collateral Trust Agreement.
The Collateral Trustee shall not be obligated to apply or pay over for application noncash proceeds of collection or enforcement
unless (i) the failure to do so would be commercially unreasonable, and (ii) the affected party has provided the Collateral Trustee
with a written demand to apply or pay over such noncash proceeds on such basis.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.5. Warranties.
The Collateral Trustee may sell the Collateral without giving any warranties or representations as to the Collateral. The Collateral
Trustee may disclaim any warranties of title or the like. Each Grantor agrees that this procedure will not be considered to adversely
affect the commercial reasonableness of any sale of the Collateral.


 


ARTICLE
VII

MISCELLANEOUS PROVISIONS


 


SECTION 7.1. Note Document.
This Security Agreement is a Note Document executed pursuant to the Indenture and shall (unless otherwise expressly indicated herein)
be construed, administered and applied in accordance with the terms and provisions thereof.


 


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


 


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


 


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SECTION 7.4. Notices.
Except as otherwise provided in this Security Agreement, all notices and other communications provided for hereunder shall be in
writing or by facsimile and addressed, delivered or transmitted to the appropriate party at the address or facsimile number of
such party specified on the signature pages of this Security Agreement or at such other address or facsimile number as may be designated
by such party in a notice to the other party (in accordance with the procedures specified in the Indenture, mutatis mutandis).


 


SECTION 7.5. Release
of Liens. The security interests granted herein shall be automatically released (a) in accordance with Sections 4.1 and 4.4
of the Collateral Trust Agreement and (b) upon the occurrence of the Termination Date. Upon any such release, the Collateral Trustee
will, at the Grantors’ sole expense, deliver to the Grantors, without any representations, warranties or recourse of any
kind whatsoever, all Collateral held by the Collateral Trustee hereunder, and execute and deliver to the Grantors such documents
as the Grantors shall reasonably request to evidence such release.


 


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


 


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


 


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


 


SECTION 7.9. Governing
Law, Entire Agreement, etc. THIS SECURITY AGREEMENT AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER HEREOF,
WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT
THAT THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION, AND PRIORITY OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER,
IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. 


 


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THIS
WRITTEN AGREEMENT AND THE OTHER NOTE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


SECTION 7.10. Counterparts.
This Security Agreement may be transmitted and/or signed by facsimile or other electronic transmission. The effectiveness of any
such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and
shall be binding on all parties hereto. The Collateral Trustee may also require that any such documents and signatures be confirmed
by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness
of any facsimile or electronically transmitted document or signature. This Security Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


SECTION
7.11. Additional Grantors. If at any time any Person is required to become a “Grantor” hereunder pursuant
to Section 4.17 of the Indenture, such Person shall execute and deliver a Second Lien Pledge and Security Agreement Supplement
substantially in the form of Annex A hereto (each, a “Supplement”). Upon such execution and delivery,
any such Person shall become a “Grantor” hereunder for all purposes under this Security Agreement, and each Schedule
hereto shall be automatically updated to reflect the information set forth on each Schedule attached to the applicable Supplement.


 


SECTION
7.12. Intercreditor Agreement Controls.


 


(a)          Each
Secured Party, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination
of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take
no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the Collateral
Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed
to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Secured Party.


 


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


 


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


 


[Signature Pages Follow]


 


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


 


	 	GRANTORS
	 	 
	 	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
	 	 	 
	 	Notice address for Grantors:
	 	c/o Energy XXI Gulf Coast, Inc.
	 	 
	 	1021 Main (One City Centre), Suite 2626
	 	Houston, Texas 77002
	 	Attention: Bruce Busmire
	 	Telephone No.: (713) 351-3033
	 	Telecopier No.: (713) 351-3333


  


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	 	COLLATERAL TRUSTEE
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Steven A. Finklea
	 	 	Name: Steven A. Finklea
	 	 	Title: Vice President
	 	 	 
	 	Notice address for Collateral Trustee:
	 	5555 San Felipe St., Suite 1150
	 	Houston, Texas 77056
	 	Attention:  Mauri J. Cowen
	 	Telephone:  713-235-9206
	 	Facsimile:  713-235-9213





 


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SCHEDULE I


to Security Agreement


 


Item A.           Pledged
Interests.


 


1.          Corporations


 


	Grantor	 	Pledged

Interests Issuer

(Corporation)	 	# of Shares Owned/

Type of Shares	 	Certificate

No.	 	# of Total

Outstanding

Shares	 	% of Total

Outstanding

Shares Owned
	Energy XXI Gulf Coast, Inc.	 	EPL Oil & Gas, Inc.	 	1,000 shares common stock	 	ZQ00000668	 	1,000	 	100%


 


2.          Partnerships


 


	Grantor	 	Pledged Interests Issuer

(Partnership)	 	Type of

Partnership

Interests Owned	 	% of Total

Partnership

Interests

Owned1
	 	 	 	 	 	 	 


 


3.          Limited
Liability Companies


 


	Grantor	 	Pledged Interests Issuer

(Limited Liability Company)	 	Type of Interests

Owned	 	% of Total LLC

Interests

Owned
	Energy XXI Gulf Coast, Inc.	 	Energy XXI GOM, LLC	 	Membership Interest	 	100%
	Energy XXI Gulf Coast, Inc.	 	MS Onshore, LLC	 	Membership Interest	 	100%
	Energy XXI GOM, LLC	 	Energy XXI Onshore, LLC	 	Membership Interest	 	100%
	Energy XXI GOM, LLC	 	Energy XXI Texas Onshore, LLC	 	Membership Interest	 	100%
	Energy XXI GOM, LLC	 	Energy XXI Pipeline, LLC	 	Membership Interest	 	100%
	Energy XXI GOM, LLC	 	Energy XXI Pipeline II, LLC	 	Membership Interest	 	100%
	Energy XXI GOM, LLC	 	Energy XXI Leasehold, LLC	 	Membership Interest	 	100%


 





 









1
If an entity holds both general partner and limited partner interests, please specify (i) percent of general partner and limited
partner interests owned and (ii) percent of total partnership interests owned.


 




    	Schedule I-1



    	 



    

 


Item B.           Pledged
Notes.


 


	Grantor	 	Pledged Note

Issuer	 	Name and Date of

Pledged Note	 	Initial Aggregate

Principal Balance	 	Current

Outstanding

Principal Balance
	 	 	 	 	 	 	 	 	 


 




    	Schedule I-2



    	 



    

 


SCHEDULE II


to Security Agreement


 


Item A-l.            Legal
Name and Location.


 


	Legal Name of Grantor	 	Location
	Energy XXI Gulf Coast, Inc.	 	Delaware
	Energy XXI GOM, LLC	 	Delaware
	Energy XXI Onshore, LLC	 	Delaware
	Energy XXI Texas Onshore, LLC	 	Delaware
	Energy XXI Pipeline, LLC	 	Delaware
	Energy XXI Pipeline II, LLC	 	Delaware
	Energy XXI Leasehold, LLC	 	Delaware
	MS Onshore, LLC	 	Delaware


 


Item A-2.          Place
of business/chief executive office.


 


	Grantor	 	Place of Business/Chief Executive Office
	Energy XXI Gulf Coast, Inc.	 	c/o Corporation Trust Center

1209 Orange Street, Room 123

Wilmington, DE 19801
	Energy XXI GOM, LLC	 	1021 Main Street, Suite 2626

Houston,  TX 77002
	Energy XXI Onshore, LLC	 	1021 Main Street, Suite 2626

Houston,  TX 77002
	Energy XXI Texas Onshore, LLC	 	1021 Main Street, Suite 2626

Houston,  TX 77002
	Energy XXI Pipeline, LLC	 	1021 Main Street, Suite 2626

Houston,  TX 77002
	Energy XXI Pipeline II, LLC	 	1021 Main Street, Suite 2626

Houston,  TX 77002
	Energy XXI Leasehold, LLC	 	1021 Main Street, Suite 2626

Houston,  TX 77002
	MS Onshore, LLC	 	1021 Main Street, Suite 2626

Houston,  TX 77002


 


Item A-3.          Taxpayer
ID number.


 


	Grantor	 	Taxpayer ID Number
	Energy XXI Gulf Coast, Inc.	 	20-4278595
	Energy XXI GOM, LLC	 	56-2140027
	Energy XXI Onshore, LLC	 	20-0650308
	Energy XXI Texas Onshore, LLC	 	20-0650294
	Energy XXI Pipeline, LLC	 	27-4165863
	Energy XXI Pipeline II, LLC	 	45-3938238
	Energy XXI Leasehold, LLC	 	45-3948121
	MS Onshore, LLC	 	37-1708573


 




    	Schedule II-3



    	 



    

 


Item B.           Equipment.


 


	Grantor	 	Equipment Location
	Energy XXI Gulf Coast, Inc.	 	N/A
	Energy XXI GOM, LLC	 	Texas and Louisiana
	Energy XXI Onshore, LLC	 	Louisiana
	Energy XXI Texas Onshore, LLC	 	Texas
	Energy XXI Pipeline, LLC	 	Texas and Louisiana
	Energy XXI Pipeline II, LLC	 	Texas and Louisiana
	Energy XXI Leasehold, LLC	 	Texas and Louisiana
	MS Onshore, LLC	 	Texas and Mississippi


 


Item C.           Inventory.


 


	Grantor	 	Inventory Location
	Energy XXI Gulf Coast, Inc.	 	N/A
	Energy XXI GOM, LLC	 	Texas and Louisiana
	Energy XXI Onshore, LLC	 	Louisiana
	Energy XXI Texas Onshore, LLC	 	Texas
	Energy XXI Pipeline, LLC	 	Texas and Louisiana
	Energy XXI Pipeline II, LLC	 	Texas and Louisiana
	Energy XXI Leasehold, LLC	 	Texas and Louisiana
	MS Onshore, LLC	 	Texas and Mississippi


 


Item D.           Goods


 


	Grantor	 	Goods Location
	Energy XXI Gulf Coast, Inc.	 	N/A
	Energy XXI GOM, LLC	 	Texas and Louisiana
	Energy XXI Onshore, LLC	 	Louisiana
	Energy XXI Texas Onshore, LLC	 	Texas
	Energy XXI Pipeline, LLC	 	Texas and Louisiana
	Energy XXI Pipeline II, LLC	 	Texas and Louisiana
	Energy XXI Leasehold, LLC	 	Texas and Louisiana
	MS Onshore, LLC	 	Texas and Mississippi


 




    	Schedule II-4



    	 



    

 


SCHEDULE II


to Security Agreement


 


Item E.           Merger
or other corporate reorganization.


 


Energy XXI GOM, LLC changed its name from Marlin
Energy Offshore, L.L.C. on April 5, 2005. Marlin Energy Offshore, L.L.C. had previously changed its name from Duke Energy Hydrocarbons,
LLC on June 20, 2003.


 


Energy XXI Onshore, LLC is a successor by conversion
of Energy XXI Texas, LP on December 1, 2008.


 


Energy XXI Texas Onshore, LLC changed its name
from Energy XXI Texas GP, LLC on December 1, 2008. Energy XXI Texas GP, LLC had previously changed its name from Marlin Texas GP,
L.L.C. on April 5, 2006.


 


Item F.           (Reserved).


 


Item G.           Deposit
Accounts, Securities Accounts and Commodity Accounts.


 


Deposit
Accounts:


 


	Grantor	 	Depositary Institution	 	Account Number
	Energy XXI Gulf Coast, Inc.	 	BBVA Compass Bank	 	3804623571
	Energy XXI Gulf Coast, Inc.	 	Regions Bank	 	011 4820374
	Energy XXI Gulf Coast, Inc.	 	The Royal Bank of Scotland plc	 	RBSEXC
	Energy XXI GOM, LLC	 	Regions Bank	 	011 4820390
	Energy XXI GOM, LLC	 	Bank of America Merrill Lynch	 	433772.1


 


Securities
Accounts: N/A


 


	Grantor	 	Securities Intermediary	 	Account Number
	 	 	 	 	 
	 	 	 	 	 




Commodity Accounts: N/A


 


	Grantor	 	Commodities Intermediary	 	Account Number
	 	 	 	 	 


  




    	Schedule II-5



    	 



    

 


Item H.           Letter-of-Credit
Rights.


 


N/A


 


Item
1.          Commercial Tort Claims.


 


Energy XXI GOM, LLC v. Comstock Offshore, LLC,
Docket No. 06-10826, currently pending in the United States District Court for the Eastern District of Louisiana. Damages reasonably
expected to be claimed is approximately $2,600,000.


 




    	 



    	 



    

  


SCHEDULE
III


to
Security Agreement


 


INTELLECTUAL PROPERTY COLLATERAL


 


Item A.           Patent
Collateral.


 


	
        Issued Patents

	
        Grantor
	
 

	
        Patent No.
	
 

	
        Issue Date
	
 

	
        Country
	
 

	
        Title

	N/A	 	 	 	 	 	 	 	 


 


	
        Pending Patent
        Applications

	
        Grantor
	
 

	
        Serial No.
	
 

	
        Filing Date
	
 

	
        Country
	
 

	
        Title

	N/A	 	 	 	 	 	 	 	 


 


	
        Patent Applications
        in Preparation

	
        Grantor
	
 

	
        Docket No.
	
 

	
        Expected

        Filing Date
	
 

	
        Country
	
 

	
        Title

	N/A	 	 	 	 	 	 	 	 


 


Item B.           Trademark
Collateral.


 


	
        Registered
        Trademarks

	
        Grantor
	
 

	
        Trademark
	
 

	
        Registration
        No.
	
 

	
        Registration
        Date
	 	Country
	N/A	 	 	 	 	 	 	 	 


 


	
        Pending Trademark
        Applications

	
        Grantor
	
 

	
        Trademark
	
 

	
        Serial No.
	
 

	
        Filing Date
	 	Country
	N/A	 	 	 	 	 	 	 	 


 


	
        Trademark
        Applications In Preparation

	
        Grantor
	
 

	
        Docket No.
	
 

	
        Expected

        Filing Date
	
 

	
        Country
	
 

	
        Title

	N/A	 	 	 	 	 	 	 	 


 






    	 



    	 



    




 


Item C.          Copyright Collateral.


 


	
        Registered
        Copyrights/Mask Works

	
        Grantor
	
 

	
        Registration
        No.
	
 

	
        Registration
        Date
	
 

	
        Country
	
 

	
        Title

	N/A	 	 	 	 	 	 	 	 


 


	
        Copyright/Mask
        Work Pending Registration Applications

	
        Grantor
	
 

	
        Serial No.
	
 

	
        Filing Date
	
 

	
        Country
	
 

	
        Title

	N/A	 	 	 	 	 	 	 	 


 


	
        Copyright/Mask
        Work Registration Applications In Preparation

	
        Grantor
	
 

	
        Docket No.
	
 

	
        Filing Date
	
 

	
        Country
	
 

	
        Title

	N/A	 	 	 	 	 	 	 	 


 




    	 



    	 



    

 


ANNEX A



[FORM OF]


 


SECOND LIEN PLEDGE AND SECURITY AGREEMENT
SUPPLEMENT


 


This SECOND LIEN PLEDGE
AND SECURITY AGREEMENT SUPPLEMENT (this “Supplement”), dated as of [_________________], 20[___], is made by
[_________________], a [_________________] (the “Additional Grantor”), in favor of U.S.
BANK NATIONAL ASSOCIATION, in its capacity as Collateral Trustee for the Secured Parties pursuant to the Indenture.


 


WITNESSETH:


 


WHEREAS,
Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), has issued its 11.000% Senior Secured Second
Lien Notes due 2020 in an initial aggregate principal amount of $1,450,000,000, pursuant to an Indenture dated as of March 12,
2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”) by and among
the Company, Energy XXI Ltd, as the Parent and a Guarantor,
Energy XXI USA, Inc., as Intermediate Holdco and a Guarantor, the Subsidiary Guarantors party thereto from time to time and U.S.
Bank National Association, as the Trustee.


 


WHEREAS, in connection
with the Indenture, the Company and certain of its Subsidiaries have entered into a Second Lien Pledge and Security Agreement and
Irrevocable Proxy dated as of March 12, 2015 (as amended, restated, supplemented or otherwise modified from time to time, including
as supplemented by this Supplement, the “Security Agreement”) in favor of the Collateral Trustee for the benefit
of the Secured Parties;


 


WHEREAS, the Indenture
requires the Additional Grantor to become a party to the Security Agreement by executing and delivering this Supplement and grant
to the Collateral Trustee, for the ratable benefit of the Secured Parties, a security interest in the Collateral;


 


WHEREAS, the board of
directors or equivalent governing body of the Additional Grantor has determined that the Additional Grantor’s execution and
delivery of this Supplement and it becoming a party to the Security Agreement may reasonably be expected to provide substantial
benefit to the Additional Grantor, directly or indirectly, and are in the best interests of the Additional Grantor;


 


NOW, THEREFORE, IT IS AGREED:


 


SECTION 1.          Defined
Terms. Capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture or Pledge and
Security Agreement.


 




    	 



    	 



    

 


SECTION 2.          Agreement.
In accordance with Section 7.11 of the Security Agreement, the Additional Grantor, by its signature below, hereby becomes a “Grantor”
under the Security Agreement in all respects and for all purposes, with the same force and effect as if originally named therein
as a “Grantor”, and the Additional Grantor hereby (a) agrees to all of the covenants (including, without limitation,
those set forth in Section 4 of the Security Agreement), terms and provisions of the Security Agreement applicable to it as a Grantor
thereunder and (b) makes each representation and warranty set forth in Section 3 of the Security Agreement with regard to
itself (assuming that all references in such Section 3 to the “date hereof” refer to the date of this Supplement),
after giving effect to Section 4 hereof. After the date hereof, each reference to a “Grantor” in the Security
Agreement shall be deemed to include the Additional Grantor. The Security Agreement is hereby incorporated herein by reference.


 


SECTION 3.          Grant
of Security Interest. In furtherance of the foregoing and to secure the prompt and indefeasible payment in full and performance
of all Secured Obligations, the Additional Grantor hereby pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers
to the Collateral Trustee, for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Collateral
Trustee, for its benefit and the ratable benefit of each of the other Secured Parties, a continuing security interest in all of
the Additional Grantor’s property of the type described in Section 2.1 of the Security Agreement, whether now or hereafter
existing, owned or acquired by the Additional Grantor, and wherever located.


 


SECTION 4.          Schedules.
Schedule I, Schedule II and Schedule III of the Security Agreement are hereby automatically updated to include the information
set forth on Schedule I, Schedule II and Schedule III attached hereto, respectively.


 


SECTION
5.          Governing Law. THIS SUPPLEMENT AND ANY CLAIM OR
CONTROVERSY RELATING TO THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY
THE LAW OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION, AND PRIORITY
OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF
A JURISDICTION OTHER THAN THE STATE OF NEW YORK.


 


SECTION
6.          Waiver.
Notice of acceptance of this Supplement and of the Security Agreement, as supplemented hereby, is hereby waived by the Additional
Grantor.


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the
undersigned has caused this Supplement to be executed and delivered by its duly authorized representative as of the date first
above written.


 


	 	Very truly yours,	 
	 	 	 
	 	[NAME OF ADDITIONAL GRANTOR]	 
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Notice Address:	 
	 	 	 
	 	 	 
	 	 	 


 




    	 



    	 



    

 


SCHEDULE I


to Supplement


 


Item A.           Pledged
Interests.


 


1.          Corporations


  





	Grantor	 	Pledged

Interests Issuer

(Corporation)	 	
        # of Shares Owned/

        Type of Shares
	 	Certificate

No.	 	# of Total

Outstanding

Shares	 	% of Total

Outstanding

Shares Owned
	[Additional Grantor]	 	 	 	 	 	 	 	 	 	 







 


2.          Partnerships


 


	Grantor	 	Pledged Interests Issuer

(Partnership)	 	
        Type of

        Partnership

        Interests Owned
	 	
        % of Total

        Partnership

        Interests

        Owned2

	[Additional Grantor]	 	 	 	 	 	 


 


3.          Limited
Liability Companies


 


	Grantor	 	Pledged Interests Issuer

(Limited Liability Company)	 	Type of Interests

Owned	 	% of Total LLC

Interests

Owned
	[Additional Grantor]	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Item B.           Pledged
Notes.


 


	Grantor	 	Pledged Note

Issuer	 	Name and Date of

Pledged Note	 	Initial Aggregate

Principal Balance	 	Current

Outstanding

Principal Balance
	[Additional Grantor]	 	 	 	 	 	 	 	 


 





 






2
If an entity holds both general partner and limited partner interests, please specify (i) percent of general partner and limited
partner interests owned and (ii) percent of total partnership interests owned.


 






    	 



    	 



    




 


SCHEDULE II


to Supplement


 


Item A-l.            Legal
Name and Location.


 


	Legal Name of Grantor	 	Location
	[Additional Grantor]	 	 


 


Item A-2.          Place
of business/chief executive office.


 


	Grantor	 	Place of Business/Chief Executive Office
	[Additional Grantor]	 	 


 


Item A-3.          Taxpayer
ID number.


 


	Grantor	 	Taxpayer ID Number
	[Additional Grantor]	 	 


 


Item B.           Equipment.


 


	Grantor	 	Equipment Location
	[Additional Grantor]	 	 


 


Item C.           Inventory.


 


	Grantor	 	Inventory Location
	[Additional Grantor]	 	 


 


Item D.           Goods


 


	Grantor	 	Goods Location
	[Additional Grantor]	 	 


 




    	 



    	 



    

 


Item E.           Merger
or other corporate reorganization.


 


[_________]


 


Item F.           (Reserved).


 


Item G.           Deposit
Accounts, Securities Accounts and Commodity Accounts.


 


Deposit
Accounts:


 


	Grantor	 	Depositary Institution	 	Account Number
	[Additional Grantor]	 	 	 	 


 


Securities
Accounts:


 


	Grantor	 	Securities Intermediary	 	Account Number
	[Additional Grantor]	 	 	 	 


 


Commodity
Accounts:


 


	Grantor	 	Commodities Intermediary	 	Account Number
	[Additional Grantor]	 	 	 	 


 


Item H.           Letter-of-Credit
Rights.


 


[_________]


 


Item
1.          Commercial Tort Claims.


 


[_________]


 




    	 



    	 



    

  


SCHEDULE
III


to Supplement


 


INTELLECTUAL PROPERTY COLLATERAL


 


Item A. Patent
Collateral.


 


	
        Issued Patents

	
        Grantor
	
 

	
        Patent No.
	
 

	
        Issue Date
	
 

	
        Country
	
 

	
        Title

	[Additional Grantor]	 	 	 	 	 	 	 	 


 


	
        Pending Patent
        Applications

	
        Grantor
	
 

	
        Serial No.
	
 

	
        Filing Date
	
 

	
        Country
	
 

	
        Title

	[Additional Grantor]	 	 	 	 	 	 	 	 


 


	
        Patent Applications
        in Preparation

	
        Grantor
	
 

	
        Docket No.
	
 

	
        Expected

        Filing Date
	
 

	
        Country
	
 

	
        Title

	[Additional Grantor]	 	 	 	 	 	 	 	 


 


Item B. Trademark
Collateral.


 





	Registered Trademarks
	Grantor	 	Trademark	 	Registration No.	 	Registration Date	 	Country
	[Additional Grantor]	 	 	 	 	 	 	 	 







 


	
        Pending Trademark
        Applications

	
        Grantor
	
 

	
        Trademark
	
 

	
        Serial No.
	
 

	
        Filing Date
	 	Country
	[Additional Grantor]	 	 	 	 	 	 	 	 


 


	
        Trademark
        Applications In Preparation

	
        Grantor
	
 

	
        Docket No.
	
 

	
        Expected

        Filing Date
	
 

	
        Country
	
 

	
        Title

	[Additional Grantor]	 	 	 	 	 	 	 	 


 




    	 



    	 



    

 


Item C. Copyright Collateral.


 


	
        Registered
        Copyrights/Mask Works

	
        Grantor
	
 

	
        Registration
        No.
	
 

	
        Registration
        Date
	
 

	
        Country
	
 

	
        Title

	[Additional Grantor]	 	 	 	 	 	 	 	 


 


	
        Copyright/Mask
        Work Pending Registration Applications

	
        Grantor
	
 

	
        Serial No.
	
 

	
        Filing Date
	
 

	
        Country
	
 

	
        Title

	[Additional Grantor]	 	 	 	 	 	 	 	 


 


	
        Copyright/Mask
        Work Registration Applications In Preparation

	
        Grantor
	
 

	
        Docket No.
	
 

	
        Filing Date
	
 

	
        Country
	
 

	
        Title

	[Additional Grantor]