Common use of Consent to Restructuring Clause in Contracts

Consent to Restructuring. The Administrative Agent, the L/C Issuers and the undersigned Lenders hereby consent and agree, to the extent such consent is required under the Credit Agreement, to the Restructuring; provided that within 30 days (or such later date as is acceptable to the Administrative Agent) after the consummation of (a) each Subsidiary Restructuring, the Borrower delivers to the Administrative Agent (i) notice from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, of the consummation of such Subsidiary Restructuring and, if such Subsidiary Restructuring results in the consummation of the Restructuring, confirmation of the consummation of the Restructuring and (ii) true and correct copies of the documents and agreements evidencing or effectuating such Subsidiary Restructuring as described in the applicable clause in the second recital to this Amendment, and (b) the Restructuring, the Borrower delivers to the Administrative Agent a revised Schedule 5.14 to the Credit Agreement reflecting the consummation of the Restructuring. In furtherance of the foregoing, as of the Effective Date, the Administrative Agent, the L/C Issuers and the Lenders (the “Releasing Parties”) release and terminate, without recourse, representation or warranty of any kind, (A) all Guarantees, Liens, security interests, pledges, claims or encumbrances granted by the Reorganized Released Guarantors pursuant to the Subsidiary Guaranty, Security Agreement and each other Collateral Document executed and delivered prior to the Effective Date by such Reorganized Released Guarantor, (B) all obligations and liabilities of the Reorganized Released Guarantors to the Releasing Parties howsoever arising under the Loan Documents or otherwise and whether actual or contingent (other than those obligations and liabilities which expressly survive termination of such Loan Documents) and (C) all Liens against the Equity Interests of the Reorganized Subsidiaries granted to the favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to any Collateral Document shall be released and such Equity Interests shall cease to be Collateral under the Loan Documents. Each Secured Party that is a party hereto expressly authorizes and consents to the execution and delivery, and the further taking of action, by the Administrative Agent, at the Borrower’s sole cost and expense, of all additional Loan Documents, amendments or other modifications to existing Loan Documents and all such further actions as the Borrower may reasonably request or the Administrative Agent may deem reasonably necessary or advisable to terminate or amend any financing statements executed in

Consent to Restructuring. The Administrative Agent, the L/C Issuers and the undersigned Lenders hereby consent and agree, to the extent such consent is required under the Credit Agreement, agree to the Restructuring; provided that within 30 days (that, the Borrower shall satisfy or such later date as is acceptable cause to be satisfied the Administrative Agent) after the consummation of following conditions: (a) each Subsidiary true and correct certified copies of the documents and agreements evidencing or effectuating the Restructuring, the Borrower delivers to the Administrative Agent (i) notice from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, of shall be delivered to the consummation of such Subsidiary Restructuring and, if such Subsidiary Restructuring results in the consummation of the Restructuring, confirmation of Administrative Agent within 45 days after the consummation of the Restructuring and (ii) true and correct copies of or such later date as acceptable to the documents and agreements evidencing or effectuating such Subsidiary Restructuring as described in the applicable clause in the second recital to this AmendmentAdministrative Agent, and (b) after the consummation of the activities described in clauses (a), (b), (c), (d) and (f) of the definition of “Restructuring”, the Borrower delivers EXXI GOM shall execute and deliver to the Administrative Agent a revised Schedule 5.14 to the Credit Agreement reflecting the consummation on behalf of the Restructuring. In furtherance of the foregoing, as of the Effective Date, Secured Parties (and in form and substance satisfactory to the Administrative Agent), the L/C Issuers and the Lenders (the “Releasing Parties”) release and terminatea Security Agreement, without recourseor an amendment or supplement to an existing Security Agreement, representation or warranty of any kindif appropriate, (A) all Guarantees, Liens, security interests, pledges, claims or encumbrances granted by the Reorganized Released Guarantors pursuant to which all of the Subsidiary Guaranty, Security Agreement and each other Collateral Document executed and delivered prior equity interests outstanding (after giving effect to the Effective Date by such Reorganized Released GuarantorRestructuring) in Energy XXI Texas Onshore, (B) all obligations LLC and liabilities of the Reorganized Released Guarantors in Energy XXI Onshore, LLC shall be pledged to the Releasing Parties howsoever arising under the Loan Documents or otherwise and whether actual or contingent (other than those obligations and liabilities which expressly survive termination of such Loan Documents) and (C) all Liens against the Equity Interests of the Reorganized Subsidiaries granted to the favor of the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, pursuant and shall take such other actions as shall be reasonably requested by the Administrative Agent or necessary, including the delivery of all certificates evidencing such equity interests, to perfect, preserve, protect, confirm or maintain the Liens created thereunder, in each case promptly upon request therefor by the Administrative Agent, (c) each of the Borrower, EXXI GOM, Energy XXI Texas Onshore, LLC and Energy XXI Onshore, LLC and other relevant Obligors shall execute and deliver a ratification and assumption (in form and substance reasonably satisfactory to the Administrative Agent) of the relevant Guaranties, Security Agreements, Mortgages and other Loan Documents as requested by the Administrative Agent (or otherwise to evidence or provide notice of the Restructuring) promptly following such request, (d) within 20 Business Days after the consummation of the activities described in clause (d) of the definition of “Restructuring” or such later date as acceptable to the Administrative Agent, Energy XXI Onshore, LLC shall execute and deliver or cause to be executed and delivered to the Administrative Agent, all agreements, documents, instruments and other writings described in Section 5.1.2 of the First Lien Credit Agreement with respect to such Obligor, (e) each of the Borrower, EXXI GOM, Energy XXI Texas Onshore, LLC and Energy XXI Onshore, LLC and other relevant Obligors shall execute and deliver a Mortgage or Mortgage Supplement as reasonably requested by the Administrative Agent promptly following such request, (f) the Borrower shall promptly deliver or cause to be delivered to the Administrative Agent such opinions, if any, as reasonably requested by the Administrative Agent in connection with the Restructuring (or otherwise to evidence or provide notice of the Restructuring) in order to perfect, confirm, ratify, protect, preserve or maintain the Liens or other rights in the Collateral securing the Obligations, and (g) the Borrower shall promptly deliver, file or record or cause to be delivered, filed or recorded, any other financing statements, continuation statements, extension agreements, modifications to mortgages and other Security Documents and Loan Documents (including schedules and exhibits thereto), ratifications, documents, instruments or agreements in form and substance reasonably satisfactory to the Administrative Agent, which the Administrative Agent reasonably requests in connection with the Restructuring (or otherwise to evidence or provide notice of the Restructuring) for the purpose of perfecting, confirming, ratifying, protecting, preserving or maintaining the Liens or other rights in the Collateral securing the Obligations; provided, further that notwithstanding anything herein to the contrary, it is understood and agreed that the Restructuring will not cause or result in a disposition of any Collateral Document shall be released and such Equity Interests shall cease to be Collateral free of any security interests under the Loan DocumentsSecurity Documents unless the Administrative Agent shall have expressly and specifically released such Collateral in writing. Each Secured Party that is a party hereto expressly authorizes and consents to the execution and delivery, and the further taking of action, delivery by the Administrative Agent, at the Borrower’s sole cost Agent of any and expense, of all additional Loan Documents, Documents or amendments or other modifications to existing Loan Documents and all such further actions as the Borrower specified in or required by this Amendment or that may reasonably request or be deemed by the Administrative Agent may deem reasonably (acting reasonably) to be necessary or advisable to terminate or amend any financing statements executed inin furtherance of the purposes of implementing the Restructuring.