Exhibit 10.4


 


Execution Version


 


FIRST LIEN PLEDGE AND SECURITY AGREEMENT

AND IRREVOCABLE PROXY


 


This FIRST LIEN PLEDGE
AND SECURITY AGREEMENT AND IRREVOCABLE PROXY, effective as of December 30, 2016 (as amended, supplemented, amended and restated
or otherwise modified from time to time, this “Security Agreement”), is made by ENERGY XXI GULF COAST, INC.
and each of its undersigned subsidiaries (each, a “Grantor” and, together with each of the other signatories
hereto and any other entities from time to time party hereto, the “Grantors”), in favor of the Administrative
Agent and each of the Secured Parties (each as defined below).


 


WITNESSETH:


 


WHEREAS, reference is made
to the First Lien Exit Credit Agreement, dated as of December 30, 2016, by and among Energy XXI Gulf Coast, Inc., a Delaware corporation
(“Borrower”), the lenders party thereto (the “Lenders”), Wells Fargo Bank, N.A., as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties party thereto (as
amended, supplemented, amended and restated or otherwise modified from time to time, the “First Lien Credit Agreement”);


 


WHEREAS, each Grantor has
duly authorized the execution, delivery and performance of this Security Agreement; and


 


WHEREAS, each Grantor (other
than Borrower) is a wholly owned Subsidiary of Borrower and it is in the best interests of each Grantor to execute this Security
Agreement inasmuch as each Grantor will derive substantial direct and indirect benefits from the First Lien Credit Agreement.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees, for the benefit
of each Secured Party, 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):


 


“Administrative
Agent” means Wells Fargo Bank, N.A., in its capacity as “Administrative Agent” under the First Lien Credit
Agreement and the other Loan Documents, together with any successor(s) and assign(s) thereto.


 


“Collateral”
is defined in Section 2.1.


 


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


 




     


     


    

 


“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 Administrative Agent, that provides for the
Administrative Agent 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).


 


“First Lien Credit
Agreement” is defined in the first recital.


 


“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).


 




    	 	- 2 -	EXXI Pledge and Security Agreement



     


    

 


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


 


“Grantor”
is defined in the preamble.


 


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


 


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


 


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


 


“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.


 


“Permitted Liens”
means all Liens permitted by Section 7.2.3 of the First Lien Credit Agreement or any other Loan Document.


 


“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 opposite the name of such Person.


 


“Pledged Note
Issuer” means each Person identified in Item B of Schedule I hereto as the issuer of the Pledged Notes
identified opposite the name of such Person.


 


“Pledged Notes”
means all promissory notes of any Pledged Note Issuer evidencing Indebtedness incurred pursuant to of Section 7.2.2(f) of the First
Lien Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent delivered by any Grantor to the
Administrative Agent as Pledged Property hereunder, as such promissory notes, in accordance with Section 7.3 hereof, are
amended, modified or supplemented from time to time and together with any promissory note of any Pledged Note Issuer taken in extension
or renewal thereof or substitution therefor.


 




    	 	- 3 -	EXXI Pledge and Security Agreement



     


    

 


“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 now being delivered by any Grantor to the Administrative
Agent or may from time to time hereafter be delivered by any Grantor to the Administrative Agent for the purpose of pledge under
this Security Agreement or any other Loan Document, and all proceeds of any of the foregoing.


 


“Pledged Shares”
means all Capital Securities of any Pledged Interests Issuer identified under Item A of Schedule I which are delivered
by any Grantor to the Administrative Agent as Pledged Property hereunder.


 


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


 


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


 


“Secured Obligations”
is defined in Section 2.2.


 


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


 


“Security Agreement”
is defined in the preamble.


 


“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.


 




    	 	- 4 -	EXXI Pledge and Security Agreement



     


    

 


“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.          First
Lien Credit Agreement 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 First Lien Credit Agreement.


 


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
Administrative Agent, for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative
Agent, 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”);


 


(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”);


 




    	 	- 5 -	EXXI Pledge and Security Agreement



     


    

 


(c)          all
accounts, money, payment intangibles, deposit accounts (including, without limitation, each Deposit Account of Borrower and its
Subsidiaries identified on Item 6.19(a) of the Disclosure Schedule attached to the First Lien Credit Agreement and the Collateral
Accounts and all amounts on deposit therein and all cash equivalent investments carried therein and all proceeds thereof), contracts,
contract rights, all rights constituting a right to the payment of money, chattel paper, documents, documents of title, instruments,
letters of credit, letter-of-credit rights and General Intangibles of such Grantor, whether or not earned by performance or arising
out of or in connection with the sale or lease of goods or the rendering of services, including all moneys due or to become due
in repayment of any loans or advances, and all rights of such Grantor now or hereafter existing in and to all security agreements,
guaranties, leases, agreements and other contracts securing or otherwise relating to any such accounts, money, payment intangibles,
deposit accounts, contracts, contract rights, rights to the payment of money, chattel paper, documents, documents of title, instruments,
letters of credit, letter-of-credit rights and General Intangibles (any and all such accounts, money, payment intangibles, deposit
accounts, contracts, contract rights, rights to the payment of money, chattel paper, documents, documents of title, instruments,
letters of credit, letter-of-credit rights and General Intangibles being the “Receivables”, and any and all
such security agreements, guaranties, leases, agreements and other contracts being the “Related Contracts”);


 


(d)          all
Intellectual Property Collateral of such Grantor;


 


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


 


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


 


(g)          all
interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements
designed to protect such Grantor against fluctuations in interest rates or currency exchange rates and all commodity hedge, commodity
swap, exchange, forward, future, floor, collar or cap agreements, fixed price agreements and all other agreements or arrangements
designed to protect such Grantor against fluctuations in commodity prices (including, without limitation, any Hedging Agreement);


 


(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 whether now or hereafter delivered to the Administrative
Agent in connection with this Security Agreement and all Distributions, interest, and other payments and rights with respect to
such Pledged Property;


 




    	 	- 6 -	EXXI Pledge and Security Agreement



     


    

 


(j)          all
insurance and insurance policies;


 


(k)          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 (j) 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 Administrative Agent 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


 


(l)          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”,
“Commodity Accounts”, “Commodity Contracts”, “Deposit Accounts”, “Documents”, “Equipment”,
“Fixtures”, “General Intangibles”, “Goods”, “Instruments”, “Inventory”,
“Investment Property”, “Letter of Credit Rights”, “Letters of Credit”, “Money”,
“Proceeds”, “Securities”, “Securities Account”, “Security Entitlements”, “Supporting
Obligations” and “Uncertificated Securities” as such terms are defined in the UCC.


 


Notwithstanding anything
in the foregoing to the contrary, the term “Collateral” shall not include any Excluded Securities.


 


SECTION 2.2.          Security
for Obligations. This Security Agreement, and the Collateral in which the Administrative Agent for the benefit of the Secured
Parties is granted a security interest hereunder by each Grantor, secures the prompt and indefeasible payment in full and performance
of all Obligations of such Grantor and each other Obligor now or hereafter existing under the First Lien Credit Agreement, the
Guaranties and each other Loan Document and each Bank Product Agreement with a Bank Product Provider, whether for principal, interest,
costs, fees, expenses or otherwise, and any and all other obligations of such Grantor and each other Obligor to the Secured Parties,
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 Loan Document and Bank Product Agreement
to which it is or may become a party (all such Obligations and other obligations of the Borrower and such Grantor being the “Secured
Obligations”). Notwithstanding the foregoing, with respect to any Obligor (other than the Borrower) the term Secured
Obligations shall not include Excluded Swap Obligations.


 




    	 	- 7 -	EXXI Pledge and Security Agreement



     


    

 


SECTION 2.3.          Continuing
Security Interest; Transfer of Loans. This Security Agreement shall create a continuing security interest in the Collateral
and shall (a) remain in full force and effect until the Termination Date, (b) be binding upon each Grantor and its successors,
transferees and assigns, and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit
of the Administrative Agent and each other Secured Party and their respective successors, transferees and assigns. Without limiting
the generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or
any Loan held by it as provided in Section 10.11 of the First Lien Credit Agreement and any Secured Party may assign or otherwise
transfer (in whole or in part) its interest pursuant to any Hedging Agreement or any Bank Product Agreement, and any successor
or assignee thereof shall thereupon become vested with all the rights and benefits in respect thereof granted to such Secured Party
under any Loan Document (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and as applicable to the provisions of Section 10.11 and Article 9 of the First Lien Credit Agreement,
and, with respect to the Hedging Agreements and the Bank Product Agreements, the limitation on rights in collateral pursuant to
the Security Documents. Upon the Termination Date, the security interest granted herein shall terminate and all rights to the Collateral
shall revert to the applicable Grantor. Upon any such payment and termination or expiration, the Administrative Agent 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 Administrative Agent hereunder, and execute and deliver to any Grantor such documents
as such Grantor shall reasonably request to evidence such termination. If at any time all or any part of any payment theretofore
applied by the Administrative Agent or any Secured Party to any of the Secured Obligations is or must be rescinded or returned
by the Administrative Agent 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 Administrative Agent 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 Administrative Agent or such Secured Party had not been made.


 


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 Administrative
Agent 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 Administrative Agent 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 Administrative
Agent 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.


 


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 Administrative Agent
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.


 




    	 	- 8 -	EXXI Pledge and Security Agreement



     


    

 


(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 Administrative Agent 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 Section 7.2.6 of the First Lien Credit Agreement), such Distribution or payment may
be paid directly to the applicable Grantor. If any Distribution is made in contravention of Section 7.2.6 of the First Lien Credit
Agreement, the applicable Grantor shall hold the same segregated and in trust for the Administrative Agent until paid to the Administrative
Agent 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 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 Administrative Agent (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 Loan Document or Bank Product Agreement, (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 Loan Document or Bank Product Agreement or otherwise, or (ii) to exercise any right or
remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place
of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal
of any Secured Obligations, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the
case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability
of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver,
or other modification of, or any consent to or departure from, any of the terms of any Loan Document or Bank Product Agreement,
(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 other guarantor.


 




    	 	- 9 -	EXXI Pledge and Security Agreement



     


    

 


SECTION 2.8.          Waiver
of Subrogation. Until the Termination Date, each Grantor (other than Borrower) hereby irrevocably waives any claim or other
rights which it may now or hereafter acquire against the Borrower 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 Loan Document or Bank
Product Agreement, including any right of subrogation, reimbursement, exoneration or indemnification, any right to participate
in any claim or remedy of any Secured Party against the Borrower 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 Borrower 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 any
Grantor in violation of the preceding sentence and the Secured Obligations shall not have been indefeasibly paid in full in cash
or all Commitments and all other commitments by any Secured Party to the Borrower have not been terminated or all Letters of Credit
have not terminated or expired, then such amount shall be deemed to have been paid to such Grantor for the benefit of, and held
in trust for, the Administrative Agent (on behalf of the Secured Parties), and shall forthwith be paid to the Administrative Agent
to be credited and applied upon the Secured Obligations, whether matured or unmatured. Each Grantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by the First Lien Credit Agreement 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 First Lien Credit Agreement, if the Administrative Agent may, under applicable
law, proceed to realize its benefits under any of this Security Agreement or the other Loan Documents giving the Administrative
Agent a lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, the Administrative Agent
may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies
under this Security Agreement. If, in the exercise of any of its rights and remedies, the Administrative Agent 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 the Administrative Agent and waives any claim based upon such action, even if such action by the Administrative
Agent shall result in a full or partial loss of any rights of subrogation that such Grantor might otherwise have had but for such
action by the Administrative Agent.


 


ARTICLE
III.



REPRESENTATIONS AND WARRANTIES


 


Each Grantor hereby represents
and warrants to the Administrative Agent and each other Secured Party as of the date hereof, as follows.


 


SECTION 3.1.          Government
Approval, Regulation, 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 duly obtained or made and that are in full force and effect) is required (a) for the due
execution, delivery or performance by such Grantor of this Security Agreement or any Loan Document or Bank Product Agreement to
which it is a party, (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 first priority (subject to Permitted Liens) nature of such security interest
or the exercise by the Administrative Agent of its rights and remedies hereunder, or (d) for the exercise by the Administrative
Agent of the rights of control, possession, voting or other rights provided for in this Security 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.


 




    	 	- 10 -	EXXI Pledge and Security Agreement



     


    

 


SECTION 3.2.          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) the Collateral, free and clear of all Liens or options, except for any Lien (a) granted
pursuant to this Security Agreement in favor of the Administrative Agent, 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 Administrative Agent relating to this Security Agreement or the Loan Documents, Permitted Liens or
as to which a duly authorized termination statement relating to such UCC financing statement or other instrument was delivered
to the Administrative Agent on or before the Effective Date. This Security Agreement creates a valid security interest in the Collateral,
securing the payment of the Secured Obligations, and, except for the proper filing of the applicable Filing Statements with the
Secretary of State of the State of Delaware, all filings and other actions necessary to perfect and protect such security interest
have been duly taken and such security interest shall be a first priority security interest.


 


SECTION 3.3.          As
to Capital Securities of the Subsidiaries, Investment Property.


 


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


 


(b)          With
respect to the Pledged Interests, no such Pledged Interests (i) are dealt in or traded on securities exchanges or in securities
markets, (ii) expressly provide that such Pledged Interests are securities governed by Article 8 of the UCC, or (iii) are held
in a Securities Account, except, with respect to this clause (b), Pledged Interests (A) for which the Administrative Agent
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 Administrative Agent to comply with any instructions of the Administrative Agent without the consent
of such Grantor.


 


(c)          Such
Grantor delivered all Certificated Securities constituting Collateral held by such Grantor on or prior to the Effective Date to
the Administrative Agent, together with duly executed undated blank stock powers, or other equivalent instruments of transfer reasonably
acceptable to the Administrative Agent.


 




    	 	- 11 -	EXXI Pledge and Security Agreement



     


    

 


(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 Administrative Agent as the registered owner of such security, or (ii)
to agree in an authenticated record with such Grantor and the Administrative Agent that such Pledged Interests Issuer or other
issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent
of such Grantor.


 


(e)          The
percentage of the issued and outstanding Pledged Shares and Pledged Interests of each Pledged Interests Issuer pledged by such
Grantor hereunder is as set forth on Schedule I. All of the Pledged Shares and Pledged Interests constitute one hundred
percent (100%) (or, in the case of Exergy XXI Insurance Limited, 65%) 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)          Such
Grantor has no outstanding rights, rights to subscribe, options, warrants or convertible securities outstanding or any other rights
outstanding whereby any Person would be entitled to acquire shares, member interests or units of any Pledged Interest Issuer.


 


(g)          In
the case of each Pledged Note, all of such 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 3.4.          Each
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 (as such schedule may be amended or supplemented from time to time), (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 (as such schedule may be amended or supplemented from time to time
with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed)), and (iii) such Grantor’s
federal taxpayer identification number is set forth in Item A-3 of Schedule II hereto (as such schedule may be amended
or supplemented from time to time with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or
delayed)).


 


(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 (as such schedule may be amended or supplemented from time to time with the consent
of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed)).


 


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


 




    	 	- 12 -	EXXI Pledge and Security Agreement



     


    

 


(d)          During
the period beginning on the date that is five years prior to the Effective Date, such Grantor has not been known by any legal name
different from the one set forth on the signature page hereto, nor has such Grantor been the subject of any merger or other corporate
reorganization, except as set forth in Item E of Schedule II hereto (as such schedule may be amended or supplemented
from time to time with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed)).


 


(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 (as such schedule may be amended or supplemented from time to time with the
consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed)).


 


(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 Administrative Agent (with appropriate endorsements) or that has a face amount less than $500,000.


 


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


 


(i)          Such
Grantor does not have Commercial Tort Claims (i) in which a suit has been filed by the Grantor, and (ii) where the amount of damages
reasonably expected to be claimed exceeds $500,000, except as set forth on Item I of Schedule II (as such schedule
may be amended or supplemented from time to time with the consent of the Administrative Agent (not to be unreasonably withheld,
conditioned or delayed)).


 


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


 


(k)          Such
Grantor has obtained a legal, valid and enforceable consent of each issuer of any Letter of Credit with a stated amount in excess
of $1,000,000 to the assignment of the Proceeds of such Letter of Credit to the Administrative Agent and has not consented to,
and is otherwise aware of, any Person (other than the Administrative Agent pursuant hereto) having control (within the meaning
of Section 9-104 of the UCC) over, or any other interest in any of such Grantor’s rights in respect thereof.


 


SECTION 3.5.          Possession
of Inventory, Control, etc. Such Grantor (a) has exclusive possession and control of the Equipment and Inventory, and (b) is
the sole entitlement holder of its Deposit Accounts, Securities Accounts and other bank accounts and no other Person (other than
the Administrative Agent 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 (other than those set forth on Item 7.1.9 of the
Disclosure Schedule to the First Lien Credit Agreement) or any other securities or property credited thereto except as permitted
pursuant to this Security Agreement.


 




    	 	- 13 -	EXXI Pledge and Security Agreement



     


    

 


SECTION 3.6.          Negotiable
Documents, Instruments and Chattel Paper. Such Grantor has, contemporaneously herewith, delivered to the Administrative Agent
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 Administrative Agent).


 


SECTION 3.7.          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. Such Grantor further represents and warrants that, with respect to all Intellectual
Property Collateral (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been
abandoned or adjudged invalid or unenforceable, in whole or in part except as could not reasonably be expected to have a Material
Adverse Effect, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and
to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does
or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party, (c)
such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral,
including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and
Trademark Office and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States
Copyright Office and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice
in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral, (d)
such Grantor has taken all reasonable steps to safeguard its Trade Secrets and to its knowledge (i) none of the Trade Secrets of
such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, (ii)
no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the course
of the performance of his or her duties as an employee, independent contractor or agent of such Grantor, and (iii) no employee,
independent contractor or agent of such Grantor is in default or breach of any term of any employment agreement, non-disclosure
agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership,
development, use or transfer of such Grantor’s Intellectual Property Collateral, (e) to such Grantor’s knowledge, no
third party is infringing upon any material Intellectual Property owned or used by such Grantor in any material respect, or any
of its respective licensees, (f) no settlement or consents, covenants not to sue, nonassertion assurances, or releases have been
entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual
Property except as would not reasonably have a Material Adverse Effect, (g) such Grantor has not made a previous assignment, sale,
transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of
granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards
of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under
or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of
any Trademarks owned by such Grantor use such adequate standards of quality, (i) the consummation of the transactions contemplated
by the First Lien Credit Agreement and this Security Agreement will not result in the termination or material impairment of any
material portion of the Intellectual Property Collateral, and (j) such Grantor owns directly or is entitled to use by license or
otherwise, any Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights
with respect to any of the foregoing used in, necessary for the conduct of such Grantor’s business.


 




    	 	- 14 -	EXXI Pledge and Security Agreement



     


    

 


SECTION 3.8.          Best
Interests. It is in the best interests of each Grantor to execute this Security Agreement in as much as each Grantor will derive
substantial direct and indirect benefits from the Loans and other Credit Extensions made from time to time pursuant to the First
Lien Credit Agreement, and each Grantor agrees that the Secured Parties are relying on this representation in agreeing to make
such Loans and other Credit Extensions pursuant to the First Lien Credit Agreement.


 


SECTION 3.9.          Reaffirmation
of Representations and Warranties. All of the representations and warranties made by the Borrower or any other Obligor regarding
such Grantor or any of its Subsidiaries in the First Lien Credit Agreement or in any other Loan Document are true and correct in
all respects as if such representations and warranties were incorporated herein in their entirety and made by such Grantor.


 


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 Administrative Agent,
and (B) such Grantor delivers a supplement to Schedule I to the Administrative Agent 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 other Loan Document
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.


 




    	 	- 15 -	EXXI Pledge and Security Agreement



     


    

 


(b)          Investment
Property (other than Certificated Securities). With respect to (i) any Deposit Accounts, Securities Accounts, Commodity Accounts,
Commodity Contracts or Security Entitlements constituting Investment Property owned or held by any Grantor (other than any of such
Accounts listed on Item 7.1.9 of the Disclosure Schedule to the First Lien Credit Agreement), such Grantor will, upon the Administrative
Agent’s request, cause the intermediary maintaining such Investment Property to execute a Control Agreement relating to such
Investment Property pursuant to which such intermediary agrees to comply with the Administrative Agent’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 Administrative Agent
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 Administrative Agent’s
instructions with respect to such Uncertificated Securities without further consent by such Grantor.


 


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


 


(d)          Continuous
Pledge. Each Grantor will (subject to the terms of the First Lien Credit Agreement) deliver to the Administrative Agent and
at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis all Pledged Property,
Investment Property, all Payment Intangibles to the extent they are evidenced by a Document, Instrument, Promissory Note or Chattel
Paper, and, from and after an Event of Default while it is continuing, 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 Administrative Agent 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 Effective Date and shall deliver to the Administrative Agent a supplement to Schedule I identifying any such new Pledged
Interests, Pledged Shares, Pledged Notes or other Pledged Property.


 




    	 	- 16 -	EXXI Pledge and Security Agreement



     


    

 


(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 Administrative Agent and without
any request therefor by the Administrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed
where required hereby or requested by the Administrative Agent) to the Administrative Agent 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 Administrative
Agent as additional Collateral;


 


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


 


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


 


(A)         the
Administrative Agent 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 EACH GRANTOR HEREBY
GRANTS THE ADMINISTRATIVE AGENT 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


 




    	 	- 17 -	EXXI Pledge and Security Agreement



     


    

 


(B)         promptly
to deliver to the Administrative Agent such additional proxies and other documents as may be necessary to allow the Administrative
Agent 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 Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor
separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an
Event of Default shall have occurred and be continuing and the Administrative Agent 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. Administrative Agent 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 First Lien Credit Agreement or any
other Loan Document (including this Security Agreement).


 


SECTION 4.2.          Organic
Documents, Change of Name, etc. No Grantor will change its state of incorporation, formation or organization or its name, identity,
organizational identification number or corporate structure unless such Grantor shall have (a) given the Administrative Agent at
least fifteen (15) days’ prior written notice of such change, (b) obtained the consent of the requisite Secured Parties,
if such consent is so required by the Loan Documents, and (c) taken all actions necessary or as requested by the Administrative
Agent to ensure that the Liens on the Collateral granted in favor of the Administrative Agent for the benefit of the Lender Parties
remain perfected, first-priority Liens.


 


SECTION 4.3.          As
to Accounts.


 


(a)          Each
Grantor shall have the right to collect all Accounts so long as (i) no Event of Default shall have occurred and be continuing and
(ii) the Administrative Agent has not delivered the notice referred to in clause (b)(ii) below.


 


(b)          Upon
(i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Administrative Agent to the applicable
Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Administrative Agent for deposit
in a Deposit Account of such Grantor (A) maintained with the Administrative Agent or (B) maintained at a depositary bank other
than the Administrative Agent to which such Grantor, the Administrative Agent and the depositary bank have entered into a Control
Agreement in form and substance acceptable to the Administrative Agent in its sole discretion providing that the depositary bank
will comply with the instructions originated by the Administrative Agent 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 Administrative Agent, 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 Administrative Agent until delivery thereof is made to the
Administrative Agent.


 




    	 	- 18 -	EXXI Pledge and Security Agreement



     


    

 


(c)          Following
the delivery of notice pursuant to clause (b)(ii), the Administrative Agent shall have the right to apply any amount in
the Collateral Account to the payment of any Secured Obligations which are due and payable or in accordance with the Loan Documents.


 


(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 Administrative
Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account once the Administrative
Agent has delivered the notice referred to in clause (b)(ii) above.


 


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


 


SECTION 4.4.          As
to Grantors’ Use of Collateral.


 


(a)          Subject
to clause (b), such Grantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under
the contracts of service any of the Inventory normally held by such Grantor for such purpose, and use and consume, in the ordinary
course of its business, any raw materials, work in process or materials normally held by such Grantor for such purpose, (ii) shall,
at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the
taking of such action with respect to such collection as the Administrative Agent may request following the occurrence and during
the continuance of an Event of Default or, in the absence of such request, as such Grantor may deem advisable, and (iii) may grant,
in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such
party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall
have given rise to such Collateral.


 


(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, the Administrative Agent may (i) revoke any or all of the rights of such Grantor set forth in clause
(a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts
due or to become due thereunder, and (iii) 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.


 




    	 	- 19 -	EXXI Pledge and Security Agreement



     


    

 


(c)          Upon
request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, each Grantor will,
at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent 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, the Administrative Agent may endorse, in
the name of any Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other Proceeds
of any of the Collateral.


 


SECTION 4.5.          As
to Equipment and Inventory and Goods. Each Grantor hereby agrees that it shall keep all of the Equipment and Inventory (other
than Inventory sold in the ordinary course of business) and Goods located at the places therefore specified in Section 3.7(b)
or, upon ten (10) days’ prior written notice to the Administrative Agent, at such other places in a jurisdiction within the
United States of America where all representations and warranties set forth in Article III shall be true and correct, and
all action required pursuant to the second sentence of Section 4.12 shall have been taken with respect to the Equipment
and Inventory and Goods.


 


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)          such
Grantor will not (i) do or fail to perform any act whereby any of the Patent Collateral may lapse or become abandoned or dedicated
to the public or unenforceable, (ii) permit any of its licensees to (A) fail to continue to use any of the Trademark Collateral
in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (B) fail to
maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (C) fail to employ
all of the Trademark Collateral registered with any federal or state or foreign authority with an appropriate notice of such registration,
(D) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral,
(E) use any of the Trademark Collateral registered with any federal, state or foreign authority except for the uses for which registration
or application for registration of all of the Trademark Collateral has been made, or (F) do or permit any act or knowingly omit
to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable, or (iii) do or permit any act
or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become
invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration
thereof, unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor
shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic
value to such Grantor, or (y) the loss of the Intellectual Property Collateral would not be reasonably likely to have a Material
Adverse Effect on the business;


 




    	 	- 20 -	EXXI Pledge and Security Agreement



     


    

 


(b)          such
Grantor shall promptly notify the Administrative Agent if it knows, or has reason to know, that any application or registration
relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed
in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of,
or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States
Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual
Property Collateral, its right to register the same or to keep and maintain and enforce the same;


 


(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 Administrative
Agent, and upon request of the Administrative Agent (subject to the terms of the First Lien Credit Agreement), executes and delivers
all agreements, instruments and documents as the Administrative Agent may reasonably request to evidence the Administrative Agent’s
security interest in such Intellectual Property Collateral;


 


(d)          such
Grantor will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United
States Copyright Office or (subject to the terms of the First Lien Credit Agreement) any similar office or agency in any other
country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration)
filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications
for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the
payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clause
(a) or (b));


 


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


 


(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 Administrative Agent, such Grantor shall deliver all agreements, instruments
and documents the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in
such Intellectual Property Collateral and as may otherwise be required to acknowledge or register or perfect the Administrative
Agent’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good
faith (with the consent of the Administrative Agent) that any Intellectual Property Collateral is of negligible economic value
to such Grantor.


 




    	 	- 21 -	EXXI Pledge and Security Agreement



     


    

 


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 Administrative Agent, intends to (and hereby does)
collaterally assign to the Administrative Agent 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) with respect to each Letter of Credit having a stated amount in excess of $500,000, cause
the issuer of such 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 Administrative Agent and deliver written
evidence of such consent to the Administrative Agent.


 


(b)          Upon
the occurrence and during the continuation of an Event of Default, each Grantor will, promptly upon request by the Administrative
Agent, (i) notify (and each Grantor hereby authorizes the Administrative Agent 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 Administrative Agent hereunder
and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent and (ii) arrange for
the Administrative Agent 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 $500,000 individually or in the aggregate hereafter arising, it shall deliver to the Administrative Agent
a supplement to Schedule II in form and substance reasonably satisfactory to the Administrative Agent, 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 $500,000, such Grantor shall promptly notify the Administrative Agent thereof and, at the
request of the Administrative Agent, shall take such action as the Administrative Agent may request to vest in the Administrative
Agent 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 Administrative Agent agrees with the Grantors that the Administrative
Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will
not result in the Administrative Agent’s loss of control, for such Grantor to make alterations to the electronic chattel
paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the U.S. Federal Electronic
Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control
to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account
any action by such Grantor with respect to such electronic chattel paper or transferable record.


 




    	 	- 22 -	EXXI Pledge and Security Agreement



     


    

 


SECTION 4.10.         Transfers
and Other Liens. No Grantor shall: (a) sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral,
except Inventory in the ordinary course of business or as permitted by the First Lien Credit Agreement, or (b) create or suffer
to exist any Lien or other charge or encumbrance upon or with respect to any of the Collateral to secure Indebtedness of any Person
or entity, except for the security interest created by this Security Agreement and the other Loan Documents and except for Liens
and other charges or encumbrances specifically permitted by the First Lien Credit Agreement.


 


SECTION 4.11.         Taxes.
Each Grantor agrees to pay promptly when due all Taxes imposed upon such Grantor or any of its direct or indirect Subsidiaries
or upon their property except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP have been set aside on the books of such Grantor or such Subsidiaries, as applicable.


 


SECTION 4.12.         Further
Assurances, etc. Each Grantor shall warrant and defend the right and title herein granted unto the Administrative Agent in
and to the Collateral (and all 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 Administrative Agent may reasonably request, in order
to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Administrative
Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon
the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder
is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof
as required by the Loan Documents. Without limiting the generality of the foregoing, each Grantor will:


 


(a)          from
time to time upon the request of the Administrative Agent, promptly deliver to the Administrative Agent such stock powers, instruments
and similar documents, reasonably satisfactory in form and substance to the Administrative Agent, with respect to such Collateral
as the Administrative Agent may reasonably request and will, from time to time upon the request of the Administrative Agent, 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 Administrative Agent; if any Collateral shall be evidenced by an Instrument, negotiable
Document, Promissory Note or tangible Chattel Paper, deliver and pledge to the Administrative Agent 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 Administrative Agent;


 


(b)          file
(and hereby authorize the Administrative Agent to file) such Filing Statements or continuation statements, or amendments thereto,
and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims
statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any
version thereof), as may be necessary or that the Administrative Agent may request in order to perfect and preserve the security
interests and other rights granted or purported to be granted to the Administrative Agent hereby. The authorization contained in
this Section 4.12 shall be irrevocable and continuing until the Termination Date;


 




    	 	- 23 -	EXXI Pledge and Security Agreement



     


    

 


(c)          deliver
to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected
basis, at the request of the Administrative Agent, all Investment Property constituting Collateral (except for Permitted Liens),
and, from and after an Event of Default and during the continuation thereof, all Distributions with respect thereto, and all interest
and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such
Grantor in respect of any of the foregoing Collateral;


 


(d)          not
take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation
of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;


 


(e)          not
create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Administrative
Agent indicating that the Administrative Agent has a security interest in such Chattel Paper;


 


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


 


(g)          do
all things reasonably requested by the Administrative Agent in accordance with this Security Agreement in order to enable the Administrative
Agent to have and maintain control over the Collateral consisting of Investment Property and/or Deposit Accounts (except for those
that are listed in Item 7.1.9 of the Disclosure Schedule to the First Lien Credit Agreement), 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 Administrative Agent to file one or more financing or continuation
statements, any amendments thereto, and other similar documents necessary or desirable in the opinion of the Administrative Agent
to perfect or maintain the perfection of the Administrative Agent’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 Administrative Agent 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.


 




    	 	- 24 -	EXXI Pledge and Security Agreement



     


    

 


SECTION 4.13.         Performance
of Covenants in Loan Documents. Each Grantor will perform, comply with, observe and fulfill, and will cause each of its Subsidiaries
to perform, comply with, observe and fulfill, each of the covenants, agreements and obligations contained in the First Lien Credit
Agreement and the other Loan Documents pertaining to or otherwise applicable to such Grantor or any of its Subsidiaries.


 


ARTICLE
V.



THE ADMINISTRATIVE AGENT


 


SECTION 5.1.          Administrative
Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Administrative Agent 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 Administrative
Agent’s discretion, following the occurrence and during the continuance of an Event of Default, to take any action and to
execute any instrument which the Administrative Agent 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 Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise
to enforce the rights of the Administrative Agent 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.          Administrative
Agent May Perform. If any Grantor fails to perform any agreement contained herein, the Administrative Agent may itself perform,
or cause performance of, such agreement, and the expenses of the Administrative Agent incurred in connection therewith shall be
payable by such Grantor pursuant to Section 6.5 hereof and Section 10.3 of the First Lien Credit Agreement and the Administrative
Agent may from time to time take any other action which the Administrative Agent reasonably deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest therein.


 


SECTION 5.3.          Administrative
Agent Has No Duty. The powers conferred on the Administrative Agent 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 Administrative Agent
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 Administrative Agent 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.


 




    	 	- 25 -	EXXI Pledge and Security Agreement



     


    

 


SECTION 5.4.          Reasonable
Care. The Administrative Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral
in its possession; provided, that the Administrative Agent 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 Administrative
Agent accords its own personal property, or (b) if the Administrative Agent 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 Administrative Agent to comply with any such request at any time shall not in itself be deemed
a failure to exercise reasonable care.


 


ARTICLE
VI.



REMEDIES


 


SECTION 6.1.          Certain
Remedies. If any Event of Default shall have occurred and be continuing:


 


(a)          The
Administrative Agent 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 Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make
it available to the Administrative Agent at a place to be designated by the Administrative Agent 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 Administrative Agent’s offices or elsewhere,
for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent 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 Administrative Agent
shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent
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.


 




    	 	- 26 -	EXXI Pledge and Security Agreement



     


    

 


(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 Administrative Agent in respect of any sale of, collection from, or other realization upon, all or
any part of the Collateral shall be applied by the Administrative Agent against, all or any part of the Obligations as set forth
in Section 4.7 of the First Lien Credit Agreement. The Administrative Agent 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 Administrative Agent with a written demand to apply or pay over such noncash proceeds on such basis.


 


(d)          The
Administrative Agent may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Administrative
Agent 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 Administrative Agent 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 Administrative Agent 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 Administrative Agent, 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 Administrative Agent, 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 Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules
and regulations of the SEC applicable thereto;


 




    	 	- 27 -	EXXI Pledge and Security Agreement



     


    

 


(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 Administrative Agent;


 


(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 Administrative Agent or the Secured Parties by reason of the
failure by such Grantor to perform any of the covenants contained in this Section 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 Administrative Agent in good faith) of such Collateral on the date the Administrative Agent shall
demand compliance with this Section 6.2; provided that in no event shall the Grantors be obligated in respect hereof
for an amount that exceeds the sum of Total Exposure Amount plus all interest, fees and expenses owing in respect thereof.


 


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 Administrative Agent 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 Administrative Agent 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 Administrative Agent 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 Administrative Agent may from time to time take any other action which the
Administrative Agent deems reasonably necessary for the maintenance, preservation or protection of any of the Collateral or of
its security interest therein.


 




    	 	- 28 -	EXXI Pledge and Security Agreement



     


    

 


SECTION 6.5.          Indemnity
and Expenses.


 


(a)          Without
limiting the generality of the provisions of Section 10.4 of the First Lien Credit Agreement, each Grantor hereby indemnifies and
holds harmless the Administrative Agent, each Secured Party and each of their respective officers, directors, employees and agents
(the “Indemnified Parties”) from and against any and all claims, losses and liabilities arising out of or resulting
from this Security Agreement or any other Loan Document (including, without limitation, enforcement of this Security Agreement),
except claims, losses or liabilities resulting from any Indemnified Party’s gross negligence, willful misconduct or unlawful
acts; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED IN THE CASE
OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE,
IMPUTED, JOINT OR TECHNICAL. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each
Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the foregoing which is permissible
under applicable law.


 


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


 


SECTION 6.6.          Warranties.
The Administrative Agent may sell the Collateral without giving any warranties or representations as to the Collateral. The Administrative
Agent 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.          Loan
Document. This Security Agreement is a Loan Document executed pursuant to the First Lien Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof,
including Article 10 thereof.


 




    	 	- 29 -	EXXI Pledge and Security Agreement



     


    

 


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 permitted under the terms of the First Lien Credit Agreement or this Security Agreement) assign any of
its obligations hereunder without, subject to the First Lien Credit Agreement, the prior written consent of the Required Lenders.


 


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 Administrative Agent (on behalf of the Lenders or the Required Lenders, as the case may be, pursuant to Section 10.1 of the
First Lien Credit 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.


 


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. Except as otherwise provided in this Security Agreement, any notice or other communication,
if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed
given when received; any such notice or other communication, if transmitted by facsimile, shall be deemed given when transmitted
and electronically confirmed.


 


SECTION 7.5.          Release
of Liens. Upon (a) the Disposition of Collateral in accordance with the First Lien Credit Agreement or (b) the occurrence of
the Termination Date, the security interests granted herein shall automatically terminate with respect to (i) such Collateral (in
the case of clause (a)) or (ii) all Collateral (in the case of clause (b)). Upon any such Disposition or termination,
the Administrative Agent 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 Administrative Agent hereunder, and execute and deliver to the Grantors
such documents as the Grantors shall reasonably request to evidence such termination.


 


SECTION 7.6.          No
Waiver; Remedies. In addition to, and not in limitation of Section 2.7, no failure on the part of 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.


 




    	 	- 30 -	EXXI Pledge and Security Agreement



     


    

 


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


 


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


 


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


 


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


 


THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


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


 


SECTION 7.11.         Additional
Grantors; Additional Pledged Securities. Each Subsidiary of the Borrower that is required to become a party to this Security
Agreement pursuant to Section 7.1.8 of the First Lien Credit Agreement shall become a Grantor for all purposes of this Agreement
upon execution and delivery by such Subsidiary of an Assumption Agreement substantially in the form of Annex I hereto. Each
Grantor that is required to pledge additional Equity Interests pursuant to the First Lien Credit Agreement shall execute and deliver
to the Administrative Agent a Supplement.


 


(Signatures Begin on Following Page)


 




    	 	- 31 -	EXXI Pledge and Security Agreement



     


    

 


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


 


	 	GRANTORS
	 	 
	 	ENERGY XXI GULF COAST, INC.
	 	 	 	 
	 	By:	/s/ Hugh Menown
	 	 	Name:	Hugh Menown
	 	 	Title:	Executive Vice President,
	 	 	 	Chief Accounting Officer
	 	 	 	 
	 	ENERGY XXI GOM, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	ENERGY XXI TEXAS ONSHORE, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	ENERGY XXI ONSHORE, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	ENERGY XXI PIPELINE, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer


 




    	 	S-1 	Signature Page to EXXI Pledge
 and Security Agreement



     


    

 


	 	ENERGY XXI LEASEHOLD, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	ENERGY XXI PIPELINE II, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	MS ONSHORE, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	M21K, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	SOILEAU CATERING, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer


 




    	 	S-2 	Signature Page to EXXI Pledge
 and Security Agreement



     


    

 


	 	EPL OIL & GAS, INC.
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	ANGLO-SUISSE OFFSHORE PIPELINE PARTNERS, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	DELAWARE EPL OF TEXAS, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	ENERGY PARTNERS LTD., LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	EPL OF LOUISIANA, L.L.C.
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer


 




    	 	S-3 	Signature Page to EXXI Pledge
 and Security Agreement



     


    

 


	 	EPL PIONEER HOUSTON, INC.
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	EPL PIPELINE, L.L.C.
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	NIGHTHAWK, L.L.C.
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	ENERGY XXI OFFSHORE SERVICES, INC.
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	ENERGY XXI NATURAL GAS HOLDINGS, INC.
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer


 




    	 	S-4 	Signature Page to EXXI Pledge
 and Security Agreement



     


    

 


	 	NATURAL GAS ACQUISITION COMPANY I, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer
	 	 	 	 
	 	ENERGY XXI SERVICES, LLC
	 	 	 	 
	 	By:	/s/ Rick Fox
	 	 	Name:	Rick Fox
	 	 	Title:	Chief Financial Officer & Treasurer


 


	 	Notice Address for each Grantor:
	 	 
	 	1021 Main (One City Centre), Suite 2626
	 	Houston, Texas 77002
	 	Attention: Bruce Busmire
	 	Telephone: (713) 351-3033
	 	Facsimile: (713) 351-3333


 




    	 	S-5 	Signature Page to EXXI Pledge
 and Security Agreement



     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 	 	 
	 	WELLS FARGO BANK, N.A.
	 	 	 	 
	 	By:	/s/ Catherine K. Cook
	 	 	Name:	Catherine K. Cook
	 	 	Title:	Director


 


	 	Notice Address:
	 	Wells Fargo Bank, N.A.
	 	1525 West W.T. Harris Blvd.
	 	MAC D1109-019
	 	Charlotte, NC 28262
	 	Attention: Agency Services
	 	Telephone: (704) 590-2760
	 	Facsimile: (704) 590-2790
	 	 
	 	With a copy to:
	 	 
	 	Wells Fargo Bank, N.A.
	 	1000 Louisiana Street, 9th Floor
	 	Houston, TX 77002
	 	Attention: Nina Milligan
	 	Telephone: (713) 319-1838
	 	Facsimile: (713) 319-1925


 




    	 	S-6 	Signature Page to EXXI Pledge
 and Security Agreement



     


    

 





SCHEDULE I

to Security Agreement


 


Energy XXI Gulf Coast,
Inc.


 


ITEM A — PLEDGED INTERESTS


 


	 	 	 	 	 	 	 	 	 	 	Common 
Stock	 	 	 	 
	Pledged Interests Issuer 

(corporate)	 	Cert. #	 	#
                                         of
 Shares
	 	 	Authorized
 Shares
	 	 	Outstanding
 Shares
	 	 	%
                                         of
 Shares
 Pledged
	 
	EPL Oil & Gas, Inc.	 	ZQ00000668	 	 	1,000	 	 	 	1,000	 	 	 	1,000	 	 	 	100	%
	Energy XXI Offshore Services, Inc.	 	N/A	 	 	1,000,000	 	 	 	1,000,000	 	 	 	1,000,000	 	 	 	100	%
	Energy XXI Natural Gas Holdings, Inc.	 	N/A	 	 	1,000,000	 	 	 	1,000,000	 	 	 	1,000,000	 	 	 	100	%
	Energy XXI Insurance Limited	 	N/A	 	 	120,000	 	 	 	120,000	 	 	 	120,000	 	 	 	65	%



 


	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	1)  Energy XXI GOM, LLC	 	 	100	%	 	Membership Interest
	2)  MS Onshore, LLC	 	 	100	%	 	Membership Interest
	3)  Energy XXI Services, LLC	 	 	100	%	 	Membership Interest



 


	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 



 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-1	 Schedule I to EXXI Pledge
and Security Agreement





     


    




 


SCHEDULE I

to Security Agreement


 


Energy XXI GOM, LLC


 


ITEM A — PLEDGED INTERESTS


 


	 	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	 	# of

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares

     Pledged	 
	N/A	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 



 


	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	1)  Energy XXI Onshore, LLC	 	 	100	%	 	Membership Interest
	2)  Energy XXI Texas Onshore, LLC	 	 	100	%	 	Membership Interest
	3)  Energy XXI Pipeline, LLC	 	 	100	%	 	Membership Interest
	4)  Energy XXI Pipeline II, LLC	 	 	100	%	 	Membership Interest
	5)  Energy XXI Leasehold, LLC	 	 	100	%	 	Membership Interest
	6)  M21K, LLC	 	 	100	%	 	Membership Interest
	7)  Soileau Catering, LLC	 	 	100	%	 	Membership Interest



 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 


 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 




    
	 	Schedule I-2	 Schedule I to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE I

to Security Agreement


 


Energy XXI Leasehold,
LLC


 


ITEM A — PLEDGED INTERESTS


 





	 	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	 	# of

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares

     Pledged	 
	N/A	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	



 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 


 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 




    
	 	Schedule I-3	 Schedule I to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE I

to Security Agreement


 


Energy XXI Onshore, LLC


 


ITEM A — PLEDGED INTERESTS


 


	 	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	 	# of

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares

     Pledged	 
	N/A	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 





 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	


 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 


 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 




    
	 	Schedule I-4	 Schedule I to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE I

to Security Agreement


 


Energy XXI Pipeline, LLC


 


ITEM A — PLEDGED INTERESTS


 





	 	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer 

(corporate)	 	Cert. #	 	 	# of

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares

     Pledged	 
	N/A	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	


 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 


 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 




    
	 	Schedule I-5	 Schedule I to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE I

to Security Agreement


 


Energy XXI Pipeline II,
LLC


 


ITEM A — PLEDGED INTERESTS


 





	 	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	 	# of

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares

     Pledged	 
	N/A	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	


 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 


 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 




    
	 	Schedule I-6	 Schedule I to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE I

to Security Agreement


 


Energy XXI Texas Onshore,
LLC


 


ITEM A — PLEDGED INTERESTS


 





	 	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	 	# of

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares

     Pledged	 
	N/A	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	


 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 


 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 




    
	 	Schedule I-7	 Schedule I to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE I

to Security Agreement


 


MS Onshore, LLC


 


ITEM A — PLEDGED INTERESTS


 





	 	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	 	# of

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares

     Pledged	 
	N/A	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests
    

Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	


 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 


 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 




    
	 	Schedule I-8	 Schedule I to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE I

to Security Agreement


 


M21K, LLC


 


ITEM A — PLEDGED INTERESTS


 





	 	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer 

(corporate)	 	Cert. #	 	 	# of

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares

     Pledged	 
	N/A	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 


 


	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-9	 Schedule I to EXXI Pledge
and Security Agreement





     


    




 


SCHEDULE I

to Security Agreement


 


Soileau Catering, LLC


 


ITEM A — PLEDGED INTERESTS


 





	 	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	 	# of

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares

     Pledged	 
	N/A	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 


 


	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-10	 Schedule I to EXXI Pledge
and Security Agreement





     


    




 


SCHEDULE I

to Security Agreement


 


EPL Oil & Gas, Inc.


 


ITEM A — PLEDGED INTERESTS


 


	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	EPL Pioneer Houston, Inc.	 	6	 	 	1,000	 	 	 	1,000	 	 	 	1,000	 	 	 	100	%



 


	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	1)  Anglo-Suisse Offshore Pipeline Partners, LLC	 	 	100	%	 	Membership Interest
	2)  Delaware EPL of Texas, LLC	 	 	100	%	 	Membership Interest
	3)  Energy Partners Ltd., LLC	 	 	100	%	 	Membership Interest
	4)  EPL of Louisiana, L.L.C.	 	 	100	%	 	Membership Interest
	5)  EPL Pipeline, L.L.C.	 	 	100	%	 	Membership Interest
	6)  Nighthawk, L.L.C.	 	 	100	%	 	Membership Interest



 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 


 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-11	 Schedule I to EXXI Pledge
and Security Agreement





     


    




 


SCHEDULE I

to Security Agreement


 


Anglo-Suisse Offshore
Pipeline Partners, LLC


 


ITEM A — PLEDGED INTERESTS


 





	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests
    

Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-12	 Schedule I to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE I

to Security Agreement


 


Delaware EPL of Texas,
LLC


 


ITEM A — PLEDGED INTERESTS





 








	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-13	 Schedule I to EXXI Pledge
and Security Agreement





     


    

  


SCHEDULE I

to Security Agreement


 


Energy Partners Ltd.,
LLC


 


ITEM A — PLEDGED INTERESTS


 








	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-14	 Schedule I to EXXI Pledge
and Security Agreement





     


    




 


SCHEDULE I

to Security Agreement


 


EPL of Louisiana, L.L.C.


 


ITEM A — PLEDGED INTERESTS


 








	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-15	 Schedule I to EXXI Pledge
and Security Agreement





     


    

  


SCHEDULE I

to Security Agreement


 


EPL Pioneer Houston, Inc.


 


ITEM A — PLEDGED INTERESTS


 








	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-16	 Schedule I to EXXI Pledge
and Security Agreement





     


    




 


SCHEDULE I

to Security Agreement


 


EPL Pipeline, L.L.C.


 


ITEM A — PLEDGED INTERESTS


 








	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests
    

Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-17	 Schedule I to EXXI Pledge
and Security Agreement





     


    




 


SCHEDULE I

to Security Agreement


 


Nighthawk, L.L.C.


 


ITEM A — PLEDGED INTERESTS


 








	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests


    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-18	 Schedule I to EXXI Pledge
and Security Agreement





     


    




 


SCHEDULE I

to Security Agreement


 


Energy XXI Offshore Services,
Inc.


 


ITEM A — PLEDGED INTERESTS


 








	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests
    

Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	N/A	 	 			 	





 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-19	 Schedule I to EXXI Pledge
and Security Agreement





     


    




 


SCHEDULE I

to Security Agreement


 


Energy XXI Natural Gas
Holdings, Inc.


 


ITEM A — PLEDGED INTERESTS


 








	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests

 Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	1)  Natural Gas Acquisition Company I, LLC	 	 	100	%	 	Membership Interest
	2)  Energy XXI M21K, LLC	 	 	20	%	 	Membership Interest



 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 






    
	 	Schedule I-20	 Schedule I to EXXI Pledge
and Security Agreement





     


    

  


SCHEDULE I

to Security Agreement


 


Energy XXI Services, LLC


 


ITEM A — PLEDGED INTERESTS


 


	 	 	 	 	 	 	 	 	 	 	Common

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

    Shares	 	 	Authorized 

    Shares	 	 	Outstanding 

    Shares	 	 	% of

    Shares 

    Pledged	 
	Energy XXI Holdings, Inc.	 	N/A	 	 	100,000	 	 	 	100,000	 	 	 	100,000	 	 	 	100	%



 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests

 Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	1)  Energy XXI GIGS Services, LLC	 	 	100	%	 	Membership Interest



 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	N/A	 	 		 	 	 		 


 





ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 


N/A


 




    
	 	Schedule I-21	 Schedule I to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE II

to Security Agreement


 


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



 


	 	Delaware:	Energy XXI Gulf Coast, Inc. (“EXXI”)
	 	 	Energy XXI GOM, LLC (“EXXI GOM”)
	 	 	Energy XXI Leasehold, LLC (“EXXI Leasehold”)
	 	 	Energy XXI Onshore, LLC (“EXXI Onshore”)
	 	 	Energy XXI Pipeline, LLC (“EXXI Pipeline”)
	 	 	Energy XXI Pipeline II, LLC (“EXXI Pipeline II”)
	 	 	Energy XXI Texas Onshore, LLC (“EXXI Texas”)
	 	 	MS Onshore, LLC (“MS Onshore”)
	 	 	M21K, LLC (“M21K”)
	 	 	Soileau Catering, LLC (“Soileau”)
	 	 	EPL Oil & Gas, Inc. (“EPL”)
	 	 	Anglo-Suisse Offshore Pipeline Partners, LLC (“Anglo-Suisse”)
	 	 	Delaware EPL of Texas, LLC (“Delaware EPL”)
	 	 	Energy Partners Ltd., LLC (“Energy Partners”)
	 	 	EPL Pipeline, L.L.C.  (“EPL Pipeline”)
	 	 	Energy XXI Offshore Services, Inc. (“Offshore Services”)
	 	 	Energy XXI Natural Gas Holdings, Inc. (“Natural Gas Holdings”)
	 	 	Natural Gas Acquisition Company I, LLC (“Natural Gas Acquisition”)
	 	 	Energy XXI Services, LLC (“EXXI Services”)
	 	 	 
	 	Texas:	EPL Pioneer Houston, Inc. (“EPL Pioneer”)
	 	 	 
	 	Louisiana:	EPL of Louisiana, L.L.C. (“EPL Louisiana”)
	 	Nighthawk, L.L.C.	(“Nighthawk”)


 


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



 


1021 Main Street, Suite 2626

Houston, TX 77002


 


		Item A-3.	Taxpayer ID number.



 


	 	EXXI:	20-4278595
	 	EXXI GOM:	56-2140027
	 	EXXI Leasehold:	45-3948121
	 	EXXI Onshore:	20-0650308
	 	EXXI Pipeline:	27-4165863
	 	EXXI Pipeline II:	45-3938238
	 	EXXI Texas:	20-0650294
	 	MS Onshore:	37-1708573
	 	M21K:	90-0793978
	 	Soileau:	47-4972767



 



    
	 	Schedule II-1	 Schedule II to EXXI Pledge
and Security Agreement





     


    

 


	 	EPL:	72-1409562
	 	Anglo-Suisse:	72-1409562
	 	Delaware EPL:	72-1409562
	 	Energy Partners:	72-1409562
	 	EPL Pipeline:	72-1471048
	 	Offshore Services:	47-2054711
	 	Natural Gas Holdings:	45-3137517
	 	Natural Gas Acquisition:	90-0800956
	 	EXXI Services:	20-4583999
	 	EPL Pioneer:	75-2129749
	 	EPL Louisiana:	72-1409562
	 	Nighthawk:	72-1409562


 


		Item B.	Equipment.



 


	 	EXXI:	Texas
	 	EXXI GOM:	Texas and Louisiana
	 	EXXI Leasehold:	Texas and Louisiana
	 	EXXI Onshore:	Louisiana
	 	EXXI Pipeline:	Louisiana
	 	EXXI Pipeline II:	Louisiana
	 	EXXI Texas:	Texas
	 	MS Onshore:	Texas and Mississippi
	 	M21K:	Texas and Louisiana
	 	Soileau:	Texas and Louisiana
	 	EPL:	Texas and Louisiana
	 	Anglo-Suisse:	Louisiana and Texas
	 	Delaware EPL:	Texas
	 	Energy Partners:	N/A
	 	EPL Pipeline:	Louisiana
	 	Offshore Services:	N/A
	 	Natural Gas Holdings:	Texas and Louisiana
	 	Natural Gas Acquisition	N/A
	 	EXXI Services:	Texas, Louisiana and Mississippi
	 	EPL Pioneer:	Texas
	 	EPL Louisiana:	Louisiana
	 	Nighthawk:	N/A


 


SCHEDULE II

to Security Agreement


		Item C.	Inventory.



 


	 	EXXI:	Texas
	 	EXXI GOM:	Texas and Louisiana
	 	EXXI Leasehold:	Texas and Louisiana
	 	EXXI Onshore:	Louisiana
	 	EXXI Pipeline:	Louisiana



 



    
	 	Schedule II-2	 Schedule II to EXXI Pledge
and Security Agreement





     


    

 


	 	EXXI Pipeline II:	Louisiana
	 	EXXI Texas:	Texas
	 	MS Onshore:	Texas and Mississippi
	 	M21K:	Texas and Louisiana
	 	Soileau:	Texas and Louisiana
	 	EPL:	Texas and Louisiana
	 	Anglo-Suisse:	Louisiana and Texas
	 	Delaware EPL:	Texas
	 	Energy Partners:	N/A
	 	EPL Pipeline:	Louisiana
	 	Offshore Services:	N/A
	 	Natural Gas Holdings:	Texas and Louisiana
	 	Natural Gas Acquisition	N/A
	 	EXXI Services:	Texas, Louisiana and Mississippi
	 	EPL Pioneer:	Texas
	 	EPL Louisiana:	Louisiana
	 	Nighthawk:	N/A


 


		Item D.	Goods



 


	 	EXXI:	Texas
	 	EXXI GOM:	Texas and Louisiana
	 	EXXI Leasehold:	Texas and Louisiana
	 	EXXI Onshore:	Louisiana
	 	EXXI Pipeline:	Louisiana
	 	EXXI Pipeline II:	Louisiana
	 	EXXI Texas:	Texas
	 	MS Onshore:	Texas and Mississippi
	 	M21K:	Texas and Louisiana
	 	Soileau:	Texas and Louisiana
	 	EPL:	Texas and Louisiana
	 	Anglo-Suisse:	Louisiana and Texas
	 	Delaware EPL:	Texas
	 	Energy Partners:	N/A
	 	EPL Pipeline:	Louisiana
	 	Offshore Services:	N/A
	 	Natural Gas Holdings:	Texas and Louisiana
	 	Natural Gas Acquisition	N/A
	 	EXXI Services:	Texas, Louisiana and Mississippi
	 	EPL Pioneer:	Texas
	 	EPL Louisiana:	Louisiana
	 	Nighthawk:	N/A


 






    
	 	Schedule II-3	 Schedule II to EXXI Pledge
and Security Agreement





     


    

 


		Item E.	Merger or other corporate reorganization.






 


Description of Merger:


 


	 	EXXI:	N/A
	 	EXXI GOM:	N/A
	 	EXXI Leasehold:	N/A
	 	EXXI Onshore:	N/A
	 	EXXI Pipeline:	N/A
	 	EXXI Pipeline II:	N/A
	 	EXXI Texas:	N/A
	 	MS Onshore:	N/A
	 	M21K:	Previous Name: Energy XXI Natural Gas Partners Assets, LLC (name changed 2/17/2012)
	 	 	Previous Name: Natural Gas Partners Assets, LLC (name changed 11/30/2012)
	 	Soileau:	N/A
	 	EPL:	Merger with Clyde Merger Sub, Inc. on June 3, 2014 (wholly-owned subsidiary of EXXI)
	 	 	Previous Name: Energy Partners of Delaware, Ltd. (name changed 9/1/2012 through short-form merger)
	 	Anglo-Suisse:	N/A
	 	Delaware EPL:	N/A
	 	Energy Partners:	Previous name: EPL Acquisition Corp. LLC (name changed 8/28/2012)
	 	EPL Pipeline:	N/A
	 	Offshore Services:	N/A
	 	Natural Gas Holdings:	N/A
	 	Natural Gas Acquisition:	N/A
	 	EXXI Services:	N/A
	 	EPL Pioneer:	N/A
	 	EPL Louisiana:	N/A
	 	Nighthawk:	N/A


 


		Item F.	[Reserved].



 


		Item G.	Deposit Accounts and Securities Accounts.



 


	 	Deposit Accounts	 
	 	 	 
	 	EXXI:	 
	 	Account Description	Account Number
	 	Regions Bank	0114820374
	 	Regions Bank	0114821192
	 	Texas Capital Bank	176000177
	 	US Bank	001050987955



 






    
	 	Schedule II-4	 Schedule II to EXXI Pledge
and Security Agreement





     


    

 


	 	EXXI GOM:	 
	 	Account Description	Account Number
	 	Regions Bank	0114820390
	 	M21K:	 
	 	Account Description	Account Number
	 	Regions Bank	0128195620
	 	Soileau:	 
	 	Account Description	Account Number
	 	Regions Bank	0114821303
	 	EPL:	 
	 	Account Description	Account Number
	 	Regions Bank	0197711462
	 	EXXI Services:	 
	 	Account Description	Account Number
	 	Regions Bank	0114820404
	 	Frost Bank	020614998
	 	Frost Bank	020615013
	 	Citi Bank	30943077


 


	 	EXXI Leasehold:	N/A
	 	EXXI Onshore:	N/A
	 	EXXI Pipeline:	N/A
	 	EXXI Pipeline II:	N/A
	 	EXXI Texas:	N/A
	 	MS Onshore:	N/A
	 	Anglo-Suisse:	N/A
	 	Delaware EPL:	N/A
	 	Energy Partners:	N/A
	 	EPL Pipeline:	N/A
	 	Offshore Services:	N/A
	 	Natural Gas Holdings:	N/A
	 	Natural Gas Acquisition:	N/A
	 	EPL Pioneer:	N/A
	 	EPL Louisiana:	N/A
	 	Nighthawk:	N/A


 


Securities Accounts


 


N/A


 


		Item H.	Letter of Credit Rights.



 


Description of Letter
of Credit Rights: N/A


 


		Item I.	Commercial Tort Claims.



 


Description of Commercial
Tort Claims:


 




    
	 	Schedule II-5	 Schedule II to EXXI Pledge
and Security Agreement





     


    

 


	 	EXXI:	N/A
	 	EXXI GOM:	N/A
	 	EXXI Leasehold:	N/A
	 	EXXI Onshore:	N/A
	 	EXXI Pipeline:	N/A
	 	EXXI Pipeline II:	N/A
	 	EXXI Texas:	N/A
	 	MS Onshore:	N/A
	 	M21K:	N/A
	 	Soileau:	N/A
	 	EPL:	N/A
	 	Anglo-Suisse:	N/A
	 	Delaware EPL:	N/A
	 	Energy Partners:	N/A
	 	EPL Pipeline:	N/A
	 	Offshore Services:	N/A
	 	Natural Gas Holdings:	N/A
	 	Natural Gas Acquisition:	N/A
	 	EXXI Services:	N/A
	 	EPL Pioneer:	N/A
	 	EPL Louisiana:	N/A
	 	Nighthawk:	N/A


 




    
	 	Schedule II-6	 Schedule II to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE III -A

to Security Agreement


 


INTELLECTUAL PROPERTY COLLATERAL


 


Item A. Patent Collateral.


 


Issued Patents


 





	Country	 	Patent No.	 	Issue Date	 	Inventor(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 


	Pending Patent Applications


 


	Country	 	Serial No.	 	Filing Date	 	Inventor(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 


	Patent Applications in Preparation


 


	Country	 	Docket No.	 	Expected 

Filing Date	 	Inventor(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 








    
	 	Schedule III-A	 Schedule III to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE III -B

to Security Agreement


Item B. Trademark Collateral.


 


Registered Trademarks


  


	Country	 	Trademark	 	Registration No.	 	Registration Date	 
	 	 	 	 	 	 	 	 
	USA	 	Energy XXI (Design plus words, letters, and/or numbers)	 	3372707	 	1/22/2008	 
	 	 	 	 	 	 	 	 
	USA	 	Energy XXI (Standard character mark)	 	3372705	 	1/22/2008	 


 


	Pending Trademark Applications


 


	Country	 	Trademark	 	Serial No.	 	Filing Date	 
	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 


 


	Trademark Applications in Preparation


 


 


	Country	 	Trademark	 	Docket No.	 	
        Expected Filing

        Date
	 	Products/Services
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 









    
	 	Schedule III-B	 Schedule III to EXXI Pledge
and Security Agreement





     


    

 


SCHEDULE III -C

to Security Agreement


 


Item C. Copyright Collateral.


 


Registered Copyrights/Mask Works


 





	Country	 	Registration No.	 	Registration Date	 	Author(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 


	Copyright/Mask Work Pending Registration Applications


 


	Country	 	Serial No.	 	Filing Date	 	Author(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 


	Copyright/Mask Work Registration Applications In Preparation


 


	Country	 	Docket No.	 	Expected 

Filing Date	 	Inventor(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 









    
	 	Schedule III-C	 Schedule III to EXXI Pledge
and Security Agreement





     


    

 


[FORM OF] ASSUMPTION AGREEMENT


Annex I to

First Lien Pledge and Security Agreement and Irrevocable Proxy


 


ASSUMPTION AGREEMENT
(this “Assumption Agreement”), dated as of [ ], 20[ ], made by [ ] (the “Additional Grantor”),
in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions or entities (the “Lenders”) parties to the First Lien Credit
Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such First Lien
Credit Agreement.


 


WITNESSETH :


 


WHEREAS, Energy XXI
Gulf Coast, Inc. (the “Borrower”), the Lenders and the Administrative Agent have entered into the First Lien
Exit Credit Agreement, dated as of December 30, 2016 (as amended, supplemented or otherwise modified from time to time, the “First
Lien Credit Agreement”);


 


WHEREAS, in connection
with the First Lien Credit Agreement the Borrower and certain of its Affiliates (other than the Additional Grantor) have entered
into the First Lien Pledge and Security Agreement and Irrevocable Proxy, dated as of December 30, 2016 (as amended, supplemented
or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent for
the ratable benefit of the Secured Persons;


 


WHEREAS, the First
Lien Credit Agreement requires the Additional Guarantor to become a party to the Security Agreement; and


 


WHEREAS, the Additional
Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Security Agreement;


 


NOW, THEREFORE, IT
IS AGREED:


 


1.            First Lien
Pledge and Security Agreement and Irrevocable Proxy. By executing and delivering this Assumption Agreement, the Additional
Grantor, as provided in Section 7.11 of the Security Agreement, hereby becomes a party to the Security Agreement as
a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality
of the foregoing, hereby expressly (a) assumes all obligations and liabilities of a Grantor thereunder; and (b) grants to
the Administrative Agent, for the ratable benefit of the Secured Persons, a security interest in such Additional Grantor’s
right, title and interest in and to the Collateral, wherever located and whether now owned or at any time hereafter acquired by
the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or
interest, as security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of the Additional Grantor’s Secured Obligations. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in Schedules II and III to the Security Agreement. The Additional Grantor hereby represents
and warrants that each of the representations and warranties contained in Article III of the Security Agreement, as
they relate to the Additional Grantor and its Collateral, is true and correct on and as the date hereof (after giving effect to
this Assumption Agreement) as if made on and as of such date.


 




    Annex I - 1


     


    

 


2.            Governing
Law. THIS ASSUMPTION AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ASSUMPTION AGREEMENT AND ANY CLAIM OR
CONTROVERSY ARISING OUT OF OR RELATED TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


3.            Acceptance.
The Additional Grantor hereby expressly waives notice of acceptance of this Assumption Agreement, acceptance on the part of the
Administrative Agent and the other Secured Persons being conclusively presumed by their request for this Assumption Agreement and
delivery of the same to the Administrative Agent.


 


IN WITNESS WHEREOF,
the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.


 


	 	[ADDITIONAL GRANTOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Annex I - 2


     


    

 


Annex I-A

Schedule I to Security Agreement


 


[GRANTOR]


 


ITEM A — PLEDGED INTERESTS


 











	 	 	 	 	 	 	 	 	 	 	Common

 Stock	 	 	 	 
	Pledged Interests Issuer

 (corporate)	 	Cert. #	 	# of

 Shares	 	 	Authorized

 Shares	 	 	Outstanding

 Shares	 	 	% of

 Shares

 Pledged	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	 	 	 	 	 	 	 



 





	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	 	 	 	 	 	 	 	 	 





 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 




    Annex I-A
Schedule I to Security Agreement


     


    

 


Annex I-A

Schedule II to Security Agreement


 


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



 


[State:]


 


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



 


1021 Main Street, Suite 2626

Houston, TX 77002


 


		Item A-3.	Taxpayer ID number.



 


		Item B.	Equipment.



  




    Annex I-A
Schedule II to Security Agreement


     


    

 


Annex I-A

Schedule II to Security Agreement


 


		Item C.	Inventory.



 


		Item D.	Goods



 


		Item E.	Merger or other corporate reorganization.



 




    Annex I-A
Schedule II-B to Security Agreement


     


    

 


Annex I-A

Schedule II to Security Agreement


 


		Item F.	[Reserved].



 


		Item G.	Deposit Accounts and Securities Accounts.



 


Deposit Accounts


 


Securities Accounts


 


		Item H.	Letter of Credit Rights.



 


Description of Letter
of Credit Rights:


 


		Item I.	Commercial Tort Claims.



 


Description of Commercial
Tort Claims:


 




    Annex I-A
Schedule II-C to Security Agreement


     


    




 


Annex I-A

Schedule III-B to Security Agreement


 


INTELLECTUAL PROPERTY COLLATERAL


 


Item A. Patent Collateral.


 


Issued Patents


 


	Country	 	Patent No.	 	Issue Date	 	Inventor(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 


	Pending Patent Applications


 


	Country	 	Serial No.	 	Filing Date	 	Inventor(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 


	Patent Applications in Preparation


 


	Country	 	Docket No.	 	Expected 

Filing Date	 	Inventor(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 




    Annex I-A
Schedule III-B to Security Agreement


     


    

 


Annex I-A

Schedule III-B to Security Agreement


 


Item B. Trademark Collateral.


 


Registered Trademarks


 


	Country	 	Trademark	 	Registration No.	 	Registration Date	 
	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 


 


	Pending Trademark Applications


 


	Country	 	Trademark	 	Serial No.	 	Filing Date	 
	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 


 


	Trademark Applications in Preparation


 


	Country	 	Trademark	 	Docket No.	 	Expected Filing Date	 	Products/Services
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 




    Annex I-A
Schedule III-B to Security Agreement


     


    

 


Annex I-A

Schedule III-C to Security Agreement


 


Item C. Copyright Collateral.


 


Registered Copyrights/Mask Works


 


	Country	 	Registration No.	 	Registration Date	 	Author(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 


	Copyright/Mask Work Pending Registration Applications


 


	Country	 	Serial No.	 	Filing Date	 	Author(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


 


	Copyright/Mask Work Registration Applications In Preparation


 


	Country	 	Docket No.	 	Expected 

Filing Date	 	Inventor(s)	 	Title
	 	 	 	 	 	 	 	 	 
	None	 	 	 	 	 	 	 	 


  




    Annex I-A
Schedule III-C to Security Agreement


     


    

 


[FORM OF] SUPPLEMENT


 


Annex II to

First Lien Pledge and Security Agreement and Irrevocable Proxy


 


SUPPLEMENT (this “Supplement”),
dated as of [ ], 20[ ], made by [        ] (the “Grantor”), in favor
of Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions or entities (the “Lenders”) parties to the First Lien Credit
Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such First Lien
Credit Agreement.


 


WITNESSETH :


 


WHEREAS, Energy XXI
Gulf Coast, Inc. (the “Borrower”), the Lenders and the Administrative Agent have entered into the First Lien
Exit Credit Agreement, dated as of December 30, 2016 (as amended, supplemented or otherwise modified from time to time, the “First
Lien Credit Agreement”);


 


WHEREAS, in connection
with the First Lien Credit Agreement, the Borrower and certain of its Affiliates (including the Grantor) have entered into the
First Lien Pledge and Security Agreement and Irrevocable Proxy, dated as of December 30, 2016 (as amended, supplemented or otherwise
modified from time to time, the “Security Agreement”) in favor of the Administrative Agent for the ratable benefit
of the Secured Parties;


 


WHEREAS, the First
Lien Credit Agreement requires the Grantor to pledge the Equity Interests described in Annex 1-A hereto; and


 


WHEREAS, the Grantor
has agreed to execute and deliver this Supplement in order to pledge such Equity Interests;


 


NOW, THEREFORE, IT
IS AGREED:


 


1.         First Lien
Pledge and Security Agreement and Irrevocable Proxy. By executing and delivering this Supplement, the information set forth
in Annex 1-A hereto is hereby added to the information set forth in Schedule I to the Security Agreement. The
Grantor hereby represents and warrants that each of the representations and warranties contained in Article 3 of the
Security Agreement is true and correct on and as the date hereof (after giving effect to this Supplement) as if made on and as
of such date.


 


2.         Governing
Law. THIS SUPPLEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT AND ANY CLAIM OR CONTROVERSY ARISING
OUT OF OR RELATED TO THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.


 




    Annex II - 1


     


    

 


3.         Acceptance.
The Grantor hereby expressly waives notice of acceptance of this Supplement, acceptance on the part of the Administrative Agent
and the other Secured Parties being conclusively presumed by their request for this Supplement and delivery of the same to the
Administrative Agent.


 


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


 


	 	[GRANTOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Annex II - 2


     


    

 


Annex II-A

Schedule I to Security Agreement


[GRANTOR]


 


ITEM A — PLEDGED INTERESTS


 








	 	 	 	 	 	 	 	 	 	 	Common 
Stock	 	 	 	 
	Pledged Interests Issuer 

(corporate)	 	Cert. #	 	#
                                         of
 Shares
	 	 	Authorized
 Shares
	 	 	Outstanding
 Shares
	 	 	%
                                         of
 Shares
 Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



  


	 	 	Limited Liability Company Interests
	Pledged Interests Issuer (limited 
 liability company)	 	% of Limited Liability 
 Company Interests
    Pledged	 	 	Type of Limited Liability
 Company Interests Pledged
	 	 	 	 	 	 	 



 


	 	 	Partnership Interests	 
	Pledged Interests Issuer (partnership)	 	% of Partnership
 Interests Owned	 	 	% of Partnership
 Interests Owned	 
	 	 	 	 	 	 	 	 	 







 


ITEM B — PLEDGED NOTES


 


		1.	Pledged Note Issuer Description:



 






    Annex II-A