Common use of Excluded Property Clause in Contracts

Excluded Property. (a) Notwithstanding anything to the contrary contained in the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute a grant of a security interest in: (1) any property to the extent that, and for so long as, such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2).

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.14, the payment and performance of the Obligations shall not be secured by: (a) Notwithstanding anything to any contract, license, permit or franchise that validly prohibits the contrary contained in the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute a grant creation by such Obligor of a security interest in: (1) any property to the extent that, and for so long as, such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreementpermit or franchise (or in any rights or property obtained by such Obligor under such contract, instrument license, permit or franchise); PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (c) any rights or property to the extent that such rights or property secure purchase money financing therefor permitted by the Exchange Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (d) more than 66% of the outstanding voting stock or other document voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or shareholder or similar agreement providing for other voting equity above such prohibition, breach, default or termination or requiring such consent is ineffective amount would result in a repatriation of a material amount of foreign earnings under applicable law; andthe Code (including the "deemed dividend" provisions of section 956 of the Code); (2e) any property securing Indebtedness incurred after Margin Stock unless the date hereof under Section 3.2(b)(6) applicable requirements of Regulations T, U and X of the Indenture with a Lien in reliance on clause (10) Board of Governors of the definition of Permitted Liens contained Federal Reserve System have been satisfied; or (f) the items described in Section 3.2 (but only in the Indenture, but solely event and to the extent the documentation relating thereto prohibits Agent has not specified that such items be included in the Credit Security pursuant thereto). In addition, in the event any Obligor disposes of assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed to third parties in a transaction permitted by means section 4.3 of the Indebtedness described in this clause (2) shall be excluded from Exchange Agreement, such assets, but not the Collateral pursuant to this clause (2)proceeds or products thereof, and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2)Lien of the Credit Security.

Excluded Property. Notwithstanding anything in Section 2.01 hereof to the contrary, the term Collateral shall not include (hereinafter, collectively, the "Excluded Property"): (a) Notwithstanding anything any equipment or goods that is subject to a "purchase money security interest" to the contrary contained extent that such purchase money security interest (i) constitutes a Permitted Lien under the Credit Agreement and (ii) prohibits the creation by a Grantor of a junior security interest therein, unless the holder thereof has consented to the creation of such a junior security interest; (b) any Equity Interest in any Foreign Subsidiary that is not a first-tier Subsidiary of the definition of Collateral, Sections 3.1 and 3.2 Borrower or any other provisions Grantor; (c) any Equity Interest in a Foreign Subsidiary to the extent the same represents, for all Grantors in the aggregate, more than 65% of this Agreement the total combined voting power of all classes of capital stock or similar equity interests of such Foreign Subsidiary which are entitled to vote; (d) upon the written consent of the Administrative Agent, any MortgageEquity Interests in any entity acquired on or after the Closing Date that is not a Subsidiary of the Borrower, neither this Agreement nor any Mortgage shall constitute a if the terms of the Organizational Documents of such entity do not permit the grant of a security interest in: in such Equity Interests by the owner thereof or the applicable Grantor has been unable to obtain any approval or consent to the creation of a security interest therein which is required under such Organizational Documents; (1e) any property rights or interest of any Grantor in any permit, license, Contract, franchise, charter, authorization, or lease or other agreement to the extent that, that (and in each case only for so long as, ) such grant of a security interest: (A) interest is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law applicable law with respect thereto or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any terms of such permit, contract, license, Contract, franchise, charter, authorization, or lease or other agreement, instrument and such prohibition or restriction has not been waived or the consent of the other party (other than such Grantor or any other Credit Party) to such permit, license, Contract or lease has not been obtained, (f) any Property owned by a Grantor on the date hereof or hereafter acquired that is subject to a Lien that is a Permitted Lien securing a purchase money or capital or finance lease obligation if (and in each case only for so long as) the Contract or other document evidencing agreement in which such Lien is granted (or giving rise to the documentation providing for such property orpurchase money, in project financing or capital or finance lease obligation) prohibits the case creation of any Investment other Lien on such Property, Pledged Stock (g) Excluded Accounts, (h) any interests in Real Property, provided that the foregoing exclusions shall not limit the Guarantors' obligations with respect to Landlord's Agreements under Section 6.10(e) of the Credit Agreement, (i) margin stock, (j) any right or Pledged Note, any applicable shareholder or similar agreement, except interest of any Grantor in any asset if and to the extent that such Requirement a security interest reasonably would be expected to result in material adverse tax consequences to any Credit Party (or its Subsidiaries), as reasonably determined by the Borrower, (k) motor vehicles, airplanes and any other assets subject to certificates of Law or title to the term extent a lien therein cannot be perfected by the filing of a UCC-1 financing statement, (l) "intent to use" trademark applications prior to the filing of a statement of use in such contractrespect thereof, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and and (2m) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien Equity Interest in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely any Foreign Subsidiary to the extent the documentation relating thereto prohibits grant of a security interest in such assets from being Collateral and Equity Interest is prohibited by applicable law. Notwithstanding anything herein to the contrary, there shall be no Lien on obligation to take any steps with respect to obtaining or perfecting a security interest in those assets secures any other Indebtedness as to which the Administrative Agent and the Borrower agree that the cost, burden or consequences (including materially adverse tax consequences) of any Grantor; provided that only such property whose price of acquisition, construction obtaining or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no perfecting a security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior therein are excessive in relation to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2)practical benefit afforded thereby.

Excluded Property. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted pursuant to Section 3 above a security interest in or Lien upon, any of the following property of such Grantor (collectively, the “Excluded Property”): (a) Notwithstanding anything any “intent to use” trademark application for which a statement of use has not been filed (but only until such statement is filed) or otherwise where the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; (b) any Excluded Accounts; (c) any Equipment owned by any Grantor that is subject to a Lien expressly permitted under Section 6.2(h) of the Loan Agreement, if the valid grant of a security interest therein would violate, or otherwise be prohibited by, the terms of the applicable contract, lease, instrument or other agreement between such Grantor and the holder of such Lien (other than any other Grantor or any Affiliate of any Grantor) and such restriction or prohibition has not been waived or the consent of the holder of such Lien has not otherwise been obtained; (d) any permit, contract, lease, license, instrument or other agreement (with any Person, other than any other Grantor or any Affiliate of any Grantor) that is now or hereafter held by any Grantor to the contrary contained in the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute extent that a grant of a security interest in: therein would, under the terms of such permit, contract, lease, license, instrument or other agreement, result in a breach of the terms of, or constitute a default under, or result in the termination of such permit, contract, lease, license, instrument or other agreement, or require a consent not obtained of a third party (1) any property other than to the extent thatthat (x) any such term would be rendered ineffective pursuant to Section 9-406, and 9-407 or 9-408 of the UCC of any relevant jurisdiction, any other provision of the UCC of any relevant jurisdiction or any other applicable law or principles of equity or (y) any such contract, lease, license, instrument or other agreement was entered into for so long asthe purpose of creating such breach, such grant of a security interest: (Aprohibition, restriction, default, termination or consent) is or would be prohibited by any Requirements requirement of Law applicable law of a Governmental Authority, (B) requires government authority or require a consent not obtained of any Governmental Authority relevant government authority pursuant to such Requirement requirements of Law or law; provided that (Ci) is prohibited by, or constitutes a breach or default under or results the Collateral shall in any event include the termination of, or requires any consent not obtained under, any Proceeds of such permit, contract, lease, license, agreement, instrument or other document evidencing or giving rise agreement and (ii) if requested by the Secured Party, each Grantor agrees to use its commercially reasonable efforts, for a period not to exceed 60 days from the date of such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except request and to the extent that doing so would not reasonably be expected to adversely affect such Requirement of Law or the term Grantor’s commercial relationships, to obtain all requisite consents to enable such Grantor to provide a security interest in such permit, contract, lease, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibitionagreement, breachand, default in any event, immediately upon the ineffectiveness, lapse or termination of any such restriction or requiring requirement, the Collateral will include, and such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after Grantor will be deemed to have granted a security interest in, such permit, contract, lease, license, instrument or other agreement as of the date hereof under Section 3.2(b)(6as if such restriction or requirement had never been in effect; (e) any Motor Vehicles and other assets subject to certificates of the Indenture with a Lien in reliance on clause title (10) of the definition of Permitted Liens contained in the Indenture, but solely other than to the extent a security interest therein can be perfected by the documentation relating thereto prohibits such assets from being Collateral filing of a financing statement under the UCC); and no Lien on (f) those assets secures any as to which the Secured Party and the applicable Grantor shall jointly and reasonably determine, in writing, that the cost or other Indebtedness consequence of any Grantorobtaining a Lien thereon or perfection thereof are excessive in relation to the benefit to the Secured Party of the security to be afforded thereby; provided that only “Excluded Property” shall not include any Proceeds, products, substitutions or replacements of any Excluded Property (unless such property whose price of acquisitionProceeds, construction products, substitutions or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2replacements would constitute Excluded Property).

Excluded Property. (a) Notwithstanding anything to Sections 3.1.1 through 3.1.14 and 3.2.1, the contrary contained in payment and performance of the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage Credit Obligations shall constitute a grant of a security interest innot be secured by: (1) any property to the extent that, and for so long as, such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreementpermit, instrument lease or other document evidencing or giving rise to franchise that validly prohibits the creation by such property or, in the case Obligor of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term a security interest in such contract, license, agreementpermit, instrument lease or franchise (or in any rights or property obtained by such Obligor under such contract, license, permit, lease or franchise); PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit, lease or franchise (or such rights or property) or to the monetary value of the good will and other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; andgeneral intangibles of the Obligors relating thereto; (2) any rights or property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the documentation relating thereto prohibits creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such rights or property whose price of acquisition, construction or improvement is financed by means to the monetary value of the Indebtedness described in this clause good will and other general intangibles of the Obligors relating thereto; (23) shall be excluded from any lease of real or personal property to the Collateral pursuant to this clause (2), and no extent that the creation of a security interest on or lien would result in a breach or default by such Obligor under such lease or which would result in a change in control or other matter requiring the consent of the other party to such lease; (4) more than 66% of the outstanding voting stock or other voting equity in any property granted pursuant to this Agreement or any Mortgage and existing prior Foreign Subsidiary to the incurrence extent that the pledge of voting stock or other voting equity above such Indebtedness shall be released from amount would result in a repatriation of a material amount of foreign earnings under the Collateral pursuant to this clause Code (2including the "deemed dividend" provisions of section 956 of the Code).; or (5) the property described on EXHIBIT 3.1.15

Excluded Property. Notwithstanding anything herein to the contrary, in no event shall the Mortgaged Property include, and each Mortgagor shall be deemed not to have granted a Lien in, any of such Mortgagor’s right, title or interest (a) Notwithstanding anything in any contract, license, agreement, instrument or other document to the contrary contained in extent that the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute a grant of a security interest in: (1) any property to the extent that, and for so long as, such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) therein is prohibited by, or constitutes a breach or default under or results in the termination of, of or gives rise to a right on the part of the parties thereto other than any Mortgagor to terminate (or materially modify) or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document document, or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2b) in any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely assets to the extent the documentation relating thereto prohibits grant of security interests in such assets from being Collateral and no Lien would (i) be prohibited by a Permitted Contractual Obligation binding on those the assets secures (including permitted liens, leases or licenses) or applicable law (in each case, except to the extent such prohibition (A) could be waived by the Company or any of its Subsidiaries, (B) is the result of an attempt to circumvent the collateral requirements of the Note Documents, or (C) is unenforceable after giving effect to applicable provisions of the Applicable UCC or other Indebtedness applicable law, other than proceeds thereof, the assignment of which is expressly deemed effective under the Applicable UCC or other applicable law notwithstanding such prohibitions) or (ii) require obtaining the consent of any GrantorGovernmental Authority; provided that only such property whose price of acquisition, construction or improvement is financed by means any of the Indebtedness described foregoing exclusions in this clause Section 2.06(a) or (2b) shall not apply if (x) such prohibition has been waived or such other party has otherwise consented to the creation hereunder of a Lien in such asset or (y) such prohibition would be excluded from the Collateral rendered ineffective pursuant to this clause (2)Section 9-406, and no security interest on any property granted pursuant to this Agreement 9-407 or 9-408 of Article 9 of the Applicable UCC or any Mortgage other Governmental Requirement; and existing prior to provided further that immediately upon the incurrence ineffectiveness, lapse or termination of any such Indebtedness exclusion, such Mortgagor shall be released from the Collateral pursuant deemed to this clause (2)have granted a Lien in all its rights, title and interests in and to such contract, agreement or other asset.

Excluded Property. (ai) Notwithstanding anything any Excluded Account; (ii) any equipment or goods that is subject to a “purchase money security interest” to the contrary contained extent that such purchase money security interest (x) constitutes a Permitted Lien under this Agreement and (y) prohibits the creation by an Obligor of a junior security interest therein, unless the holder thereof has consented to the creation of such a junior security interest; (iii) any Equity Interest in any Foreign Subsidiary (x) that is not a first-tier Subsidiary of an Obligor, (y) that the granting of a Lien thereon is prohibited by the laws of the jurisdiction of organization of such Foreign Subsidiary or (z) to the extent the same represents, for all Grantors in the definition aggregate, more than 65% of Collateralthe total combined voting power of all classes of capital stock or similar Equity Interests of such Foreign Subsidiary which are entitled to vote; (iv) any general intangible, Sections 3.1 instrument, software, license, permit, lease, contract, governmental approval or franchise (but not the proceeds thereof), if the grant of a Lien in such general intangible, instrument, software, license, permit, lease, contract, governmental approval or franchise in the manner contemplated by the Loan Documents is prohibited by the terms of such general intangible, instrument, software, license, permit, lease, contract, governmental approval or franchise and 3.2 would result in the termination of such general intangible, instrument, software, license, permit, lease, contract, governmental approval or franchise, but only to the extent that any such prohibition is not rendered ineffective pursuant to the Uniform Commercial Code or any other provisions Applicable Law or principles of this Agreement equity; (v) upon the written consent of Agent, any Equity Interests in any pledged entity acquired on or any Mortgageafter the Closing Date that is not a Subsidiary of an Obligor, neither this Agreement nor any Mortgage shall constitute a if the terms of the Organic Documents of such pledged entity do not permit the grant of a security interest in: in such Equity Interests by the owner thereof or the applicable Obligor has been unable to obtain any approval or consent to the creation of a security interest therein which is required under such Organic Documents, (1vi) any property or asset to the extent that, the burden of perfection would exceed the benefit to the Lenders as determined in writing by Agent in its Permitted Discretion (including without limitation the annotation of vehicle and for so long as, such grant of a security interest: (A) is prohibited other titles to reflect the Liens granted by any Requirements of Law of a Governmental Authoritythe Loan Documents), (Bvii) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law Excluded Real Estate described in clauses (a) or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause (10b) of the definition thereof; provided, however, the foregoing exclusions shall in no way be construed (a) to apply if any such prohibition would be rendered ineffective under the UCC (including Sections 9-406, 9-407 and 9-408 thereof) or other Applicable Law (including the Bankruptcy Code) or principles of Permitted equity, (b) so as to limit, impair or otherwise affect Agent’s unconditional continuing Liens contained upon any rights or interests of any Obligor in or to the Indentureproceeds thereof (including proceeds from the sale, but solely license, lease or other disposition thereof), including monies due or to become due under any such lease, license, contract, or agreement (including any Accounts), or (c) to apply at such time as the condition causing such prohibition shall be remedied (including pursuant to a waiver thereof or a consent related thereto) and, to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures severable, “Collateral” shall include any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence portion of such Indebtedness shall be released from lease, license, contract, agreement or assets subject thereto that does not result in such prohibition. Excluded Real Estate: (a) the Collateral pursuant Colorado Property, (b) any Real Estate acquired by an Obligor after the Closing Date with an individual value less than $1,000,000 or (c) any Real Estate acquired by an Obligor after the Closing Date with an individual value equal to this clause (2)or greater than $1,000,000 with respect to which Agent elects in writing in its sole discretion not to require a Mortgage.

Excluded Property. Notwithstanding Sections 2.1.1 through 2.1.15, the payment and performance of the Credit Obligations shall not be secured by: (a) Notwithstanding anything to any contract, license, permit or franchise that validly prohibits the contrary contained in the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute a grant creation by such Obligor of a security interest in: (1) any property to the extent that, and for so long as, such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreementpermit or franchise (or in any rights or property obtained by such Obligor under such contract, instrument license, permit or franchise); PROVIDED, HOWEVER, that the provisions of this Section 2.1.16 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 2.1.16 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (c) more than 66% of the outstanding voting stock or other document voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or shareholder or similar agreement providing for other voting equity above such prohibition, breach, default or termination or requiring such consent is ineffective amount would result in a repatriation of a material amount of foreign earnings under applicable lawthe Code (including the "deemed dividend" provisions of section 956 of the Code); andor (2d) any property securing Indebtedness incurred after the date hereof under items described in Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause 2.2 (10) of the definition of Permitted Liens contained but only in the Indenture, but solely event and to the extent the documentation relating thereto prohibits Agent has not specified that such items be included in the Credit Security pursuant thereto). In addition, in the event any Obligor disposes of assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed to third parties in a transaction permitted by means section 6.12 of the Indebtedness described in this clause (2) shall be excluded from Credit Agreement, such assets, but not the Collateral pursuant to this clause (2)proceeds or products thereof, and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2)Lien of the Credit Security.

Excluded Property. Notwithstanding anything in Section 2.01 hereof to the contrary, the term Collateral shall not include (hereinafter, collectively, the “Excluded Property”): (a) Notwithstanding anything any equipment or goods that is subject to a “purchase money security interest” to the contrary contained extent that such purchase money security interest (i) constitutes a Permitted Lien under the Credit Agreement and (ii) prohibits the creation by a Grantor of a junior security interest therein, unless the holder thereof has consented to the creation of such a junior security interest; (b) any Equity Interest in any Foreign Subsidiary that is not a first-tier Subsidiary of the definition of Collateral, Sections 3.1 and 3.2 Borrower or any other provisions Grantor; (c) any Equity Interest in a Foreign Subsidiary to the extent the same represents, for all Grantors in the aggregate, more than 65% of this Agreement the total combined voting power of all classes of capital stock or similar equity interests of such Foreign Subsidiary which are entitled to vote; (d) upon the written consent of the Administrative Agent, any MortgageEquity Interests in any entity acquired on or after the Closing Date that is not a Subsidiary of the Borrower, neither this Agreement nor any Mortgage shall constitute a if the terms of the Organizational Documents of such entity do not permit the grant of a security interest in: in such Equity Interests by the owner thereof or the applicable Grantor has been unable to obtain any approval or consent to the creation of a security interest therein which is required under such Organizational Documents; (1e) any property rights or interest of any Grantor in any permit, license, Contract, franchise, charter, authorization, or lease or other agreement to the extent that, that (and in each case only for so long as, ) such grant of a security interest: (A) interest is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law applicable law with respect thereto or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any terms of such permit, contract, license, Contract, franchise, charter, authorization, or lease or other agreement, instrument and such prohibition or restriction has not been waived or the consent of the other party (other than such Grantor or any other Credit Party) to such permit, license, Contract or lease has not been obtained, (f) any Property owned by a Grantor on the date hereof or hereafter acquired that is subject to a Lien that is a Permitted Lien securing a purchase money or capital or finance lease obligation if (and in each case only for so long as) the Contract or other document evidencing agreement in which such Lien is granted (or giving rise to the documentation providing for such property orpurchase money, in project financing or capital or finance lease obligation) prohibits the case creation of any Investment other Lien on such Property, Pledged Stock (g) Excluded Accounts, (h) any interests in Real Property, provided that the foregoing exclusions shall not limit the Guarantors’ obligations with respect to Landlord’s Agreements under Section 6.10(e) of the Credit Agreement, (i) margin stock, (j) any right or Pledged Note, any applicable shareholder or similar agreement, except interest of any Grantor in any asset if and to the extent that such Requirement a security interest reasonably would be expected to result in material adverse tax consequences to any Credit Party (or its Subsidiaries), as reasonably determined by the Borrower, (k) motor vehicles, airplanes and any other assets subject to certificates of Law or title to the term extent a lien therein cannot be perfected by the filing of a UCC-1 financing statement, (l) “intent to use” trademark applications prior to the filing of a statement of use in such contractrespect thereof, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and and (2m) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien Equity Interest in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely any Foreign Subsidiary to the extent the documentation relating thereto prohibits grant of a security interest in such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisitionEquity Interest is prohibited by applicable law. Further, construction or improvement it is financed by means acknowledged that, as of the Indebtedness described in this clause (2) shall be excluded from consummation of an Asset Sale, to the extent such transaction is expressly permitted by Section 7.02 of the Credit Agreement, the property of a Grantor that is the subject of such Asset Sale and which would otherwise constitute Collateral pursuant to this clause (2)Agreement, and shall be deemed Excluded Property. Notwithstanding anything herein to the contrary, there shall be no obligation to take any steps with respect to obtaining or perfecting a security interest on any property granted pursuant in those assets as to this Agreement which the Administrative Agent and the Borrower agree that the cost, burden or any Mortgage and existing prior consequences (including materially adverse tax consequences) of obtaining or perfecting a security interest therein are excessive in relation to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2)practical benefit afforded thereby.

Excluded Property. The security interest granted under Section 2.01 shall not attach to (a) Notwithstanding anything the Grantors' right, title or interest in or to any property or rights in and to which the contrary contained Administrative Agent has been granted a perfected security interest pursuant to either (i) the Aircraft Mortgage or (ii) the SGR Security Agreement, (b) any rights or property acquired under or in connection with a lease, contract, healthcare insurance receivable, property rights agreement or license, so long as the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute a grant of a security interest in: in such rights or property shall (1i) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) require the consent of a third party or constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, contract, healthcare insurance receivable, property rights agreement or license (other than to the extent thatthat any restriction on such assignment would be rendered ineffective pursuant to Sections 9-406, and for so long as9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity), provided that the proceeds therefrom shall not be excluded from the definition of Collateral to the extent that the assignment of such grant of a security interest: (A) proceeds is prohibited by any Requirements of Law of a Governmental Authoritynot prohibited, (Bc) requires a consent not obtained [reserved], (d) Excluded Skymiles Receivables Accounts, Excluded Cargo Receivables Accounts or Excluded Passenger Receivables Accounts, (e) [reserved], (f) any assets or property (x) acquired in connection with acquisitions permitted by the Credit Agreement that are subject to Liens at the time of such acquisition or (y) subject to Liens existing on such assets or properties of any Governmental Authority pursuant Person that becomes a Grantor after the date hereof prior to the time such Requirement of Law Person becomes a Grantor (or (C) is prohibited byto Liens that are replacements, extensions, or constitutes a breach or default under or results in renewals of such Liens on the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property orsame asset), in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) each of the Indenture with a Lien in reliance on clause foregoing sub-clauses (10x) and (y), only for so long as such assets or property remain subject to such Liens and (g) Escrow Accounts (all of the definition of Permitted Liens contained in foregoing, collectively, the Indenture, but solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2“Excluded Property”).

Excluded Property. (a) Notwithstanding anything any ‎permit or license or any contractual obligation entered into by any Obligor (i) that prohibits or ‎requires the consent of any Person other than the Obligors or Subsidiaries which has not been obtained as a ‎condition to the contrary contained creation by such Obligor of a Lien on any right, title or interest in such permit, ‎license or contractual obligation (other than customer contracts, master services agreements or work orders and Accounts which shall constitute part of the definition Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of Collaterala Lien thereon, Sections 3.1 but only, with ‎respect to the prohibition in (i) and 3.2 (ii), to the extent, and for as long as, such prohibition is not ‎terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other provisions ‎Applicable Law and any such consent has not been obtained, provided, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of such permit, license or contract not subject to the prohibitions specified in clauses (i) or (ii) above, (b) any Property owned by any ‎Obligor that is subject to a Purchase Money Lien or a Capital Lease permitted under this Agreement ‎to the extent a security interest therein would violate such Permitted Purchase Money Debt or Capital Lease or create a right of termination in favor of the ‎other party thereto (other than another Obligor or Subsidiary) after giving effect to the applicable anti-assignment ‎provisions of the UCC or other Applicable Law, (c) any Mortgage, neither this Agreement nor any Mortgage shall constitute a other assets the ‎pledge of which or grant of a security interest in: in which is prohibited by Applicable Law (1) any property to the extent thateffective after giving effect to the anti-assignment ‎provisions of the UCC and other Applicable Law), provided, that the foregoing shall cease to be treated as “Excluded Property” (and for so long as, shall constitute Collateral) immediately at such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in time as the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any legal prohibition shall no longer be applicable shareholder or similar agreement, except and to the extent that such Requirement severable, Agent’s Lien shall attach immediately to any portion of Law or Property not subject to the term prohibitions, and (d) Excluded Accounts (other than of a type described in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause (10a)(vi) of the definition thereof); provided, that, notwithstanding the foregoing in each case, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Permitted Liens contained in the IndentureExcluded ​ ​ Property, but solely including monies due or to the extent the documentation relating thereto prohibits become due to an Obligor (unless such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisitionproceeds, construction products, substitutions or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2replacements would otherwise constitute Excluded Property).

Excluded Property. (a) Notwithstanding anything any ‎permit or license or any contractual obligation entered into by any Obligor (i) that prohibits or ‎requires the consent of any Person other than the Obligors or Subsidiaries which has not been obtained as a ‎condition to the contrary contained creation by such Obligor of a Lien on any right, title or interest in such permit, ‎license or contractual obligation (other than customer contracts, master services agreements or work orders and Accounts which shall constitute part of the definition Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of Collaterala Lien thereon, Sections 3.1 but only, with ‎respect to the prohibition in (i) and 3.2 (ii), to the extent, and for as long as, such prohibition is not ‎terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other provisions ‎Applicable Law and any such consent has not been obtained, provided, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of such permit, license or contract not subject to the prohibitions specified in clauses (i) or (ii) above, (b) any Property owned by any ‎Obligor that is subject to a Purchase Money Lien or a Capital Lease permitted under this Agreement ‎to the extent a security interest therein would violate such Permitted Purchase Money Debt or Capital Lease or create a right of termination in favor of the ‎other party thereto (other than another Obligor or Subsidiary) after giving effect to the applicable anti-assignment ‎provisions of the UCC or other Applicable Law, (c) any Mortgage, neither this Agreement nor any Mortgage shall constitute a other assets the ‎pledge of which or grant of a security interest in: in which is prohibited by Applicable Law (1) any property to the extent thateffective after giving ​ effect to the anti-assignment ‎provisions of the UCC and other Applicable Law), provided, that the foregoing shall cease to be treated as “Excluded Property” (and for so long as, shall constitute Collateral) immediately at such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in time as the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any legal prohibition shall no longer be applicable shareholder or similar agreement, except and to the extent that such Requirement severable, Agent’s Lien shall attach immediately to any portion of Law or Property not subject to the term prohibitions, and (d) Excluded Accounts (other than of a type described in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause (10a)(vi) of the definition thereof); provided, that, notwithstanding the foregoing in each case, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Permitted Liens contained in Excluded Property, including monies due or to become due to an Obligor (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). Excluded Subsidiary: any of (a) the IndentureExcluded Guarantors, but solely (b) any Subsidiary organized under the laws of a state other than the U.S., the U.K., the Grand Dutchy of Luxembourg or the Cayman Islands, and (c) with respect to Subsidiaries organized under the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means laws of the Indebtedness described U.S., the U.K., the Grand Dutchy of Luxembourg or the Cayman Islands, Subsidiaries (other than Excluded Guarantors) that, as of the last day of the Fiscal Quarter of Helix most recently ended, had both revenues and assets that constitute less than 5.0% of the consolidated revenues and assets of Helix and its Subsidiaries in this clause such jurisdiction (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest determined on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2a jurisdiction by jurisdiction basis).

Excluded Property. The security interest granted under Section 2.01 shall not attach to (a) Notwithstanding anything the Grantors' right, title or interest in or to any property or rights in and to which the contrary contained Administrative Agent has been granted a perfected security interest pursuant to either (i) the Aircraft Mortgage or (ii) the SGR Security Agreement, (b) any rights or property acquired under or in connection with a lease, contract, healthcare insurance receivable, property rights agreement or license, so long as the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute a grant of a security interest in: in such rights or property shall (1i) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) require the consent of a third party or constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, contract, healthcare insurance receivable, property rights agreement or license (other than to the extent that any restriction on such assignment would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity), provided that the proceeds therefrom shall not be excluded from the definition of Collateral to the extent that the assignment of such proceeds is not prohibited, (c) any property Ground Support Equipment or Tooling subject to a Lien granted on or prior to the date such Ground Support Equipment or Tooling would otherwise constitute Collateral hereunder (or any refinancing or replacement of such Lien on the same asset), in each case, securing Indebtedness permitted pursuant to Section 6.03(k)(i) of the Credit Agreement, (d) Excluded Skymiles Receivables Accounts or Excluded Cargo Receivables Accounts, (e) any Ground Support Equipment or Tooling financed by or acquired with the proceeds of ARB Indebtedness to the extent that, and for so long ason the date such Ground Support Equipment or Tooling would otherwise constitute Collateral hereunder, such grant the granting of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to interest in such Requirement of Law Ground Support Equipment or (C) is prohibited by, or constitutes Tooling would constitute a breach or default violation of a valid and effective restriction in favor of a third party or give rise to any valid and effective indemnification obligations or any valid and effective right to terminate or commence the exercise of remedies under such restrictions, (f) any assets or results property (x) acquired in connection with acquisitions permitted by the termination ofCredit Agreement that are subject to Liens at the time of such acquisition or (y) subject to Liens existing on such assets or properties of any Person that becomes a Grantor after the date hereof prior to the time such Person becomes a Grantor (or to Liens that are replacements, extensions, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to renewals of such property orLiens on the same asset), in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) each of the Indenture with a Lien in reliance on clause foregoing sub-clauses (10x) and (y), only for so long as such assets or property remain subject to such Liens and (g) Escrow Accounts (all of the definition of Permitted Liens contained in foregoing, collectively, the Indenture, but solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2“Excluded Property”).

Excluded Property. (a) Notwithstanding anything to Sections 2.1.1 through 2.1.4 and 2.2.1, the contrary contained in payment and performance of the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage Credit Obligations shall constitute a grant of a security interest innot be secured by: (1) any property to the extent that, and for so long as, such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreementpermit, instrument lease or other document evidencing or giving rise to franchise that validly prohibits the creation by such property or, in the case Obligor of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term a security interest in such contract, license, agreementpermit, instrument lease or franchise (or in any rights or property obtained by such Obligor under such contract, license, permit, lease or franchise); PROVIDED, HOWEVER, that the provisions of this Section 2.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit, lease or franchise (or such rights or property) or to the monetary value of the good will and other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; andgeneral intangibles of the Obligors relating thereto; (2) any rights or property securing Indebtedness incurred after to the date hereof under extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.2(b)(6) 2.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the Indenture with a Lien in reliance on clause (10) good will and other general intangibles of the definition Obligors relating thereto; (3) any lease of Permitted Liens contained real or personal property to the extent that the creation of a security interest or lien would result in a breach or default by such Obligor under such lease or which would result in a change in control or other matter requiring the consent of the other party to such lease; (4) more than 66% of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge or voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend") provisions of section 956 of the Code); or (5) the property described on EXHIBIT 2.1.15(5) and in Section 2.2 (but, with respect to such property described in Section 2.2, only in the Indenture, but solely event and to the extent the documentation relating thereto prohibits Lender has not specified that such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means of items be included in the Indebtedness described in this clause (2) shall be excluded from the Collateral Credit Security pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2thereto).

Excluded Property. (a) Notwithstanding anything any ‎permit or license or any contractual obligation entered into by any Obligor (i) that prohibits or ‎requires the consent of any Person other than the Obligors or Subsidiaries which has not been obtained as a ‎condition to the contrary contained creation by such Obligor of a Lien on any right, title or interest in such permit, ‎license or contractual obligation (other than customer contracts, master services agreements or work orders and Accounts which shall constitute part of the definition Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of Collaterala Lien thereon, Sections 3.1 but only, with ‎respect to the prohibition in (i) and 3.2 (ii), to the extent, and for as long as, such prohibition is not ‎terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other provisions ‎Applicable Law and any such consent has not been obtained, provided, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of such permit, license or contract not subject to the prohibitions specified in clauses (i) or (ii) above, (b) any Property owned by any ‎Obligor that is subject to a Purchase Money Lien or a Capital Lease permitted under this Agreement ‎to the extent a security interest therein would violate such Permitted Purchase Money Debt or Capital Lease or create a right of termination in favor of the ‎other party thereto (other than another Obligor or Subsidiary) after giving effect to the applicable anti-assignment ‎provisions of the UCC or other Applicable Law, (c) any Mortgage, neither this Agreement nor any Mortgage shall constitute a other assets the ‎pledge of which or grant of a security interest in: in which is prohibited by Applicable Law (1) any property to the extent thateffective after giving effect to the anti-assignment ‎provisions of the UCC and other Applicable Law), provided, that the foregoing shall cease to be treated as “Excluded Property” (and for so long as, shall constitute Collateral) ​ ​ immediately at such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in time as the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any legal prohibition shall no longer be applicable shareholder or similar agreement, except and to the extent that such Requirement severable, Agent’s Lien shall attach immediately to any portion of Law or Property not subject to the term prohibitions, and (d) Excluded Accounts (other than of a type described in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause (10a)(vi) of the definition thereof); provided, that, notwithstanding the foregoing in each case, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Permitted Liens contained in Excluded Property, including monies due or to become due to an Obligor (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). Excluded Subsidiary: any of (a) the IndentureExcluded Guarantors, but solely (b) any Subsidiary organized under the laws of a state other than the U.S., the U.K., the Grand Dutchy of Luxembourg or the Cayman Islands, and (c) with respect to Subsidiaries organized under the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means laws of the Indebtedness described U.S., the U.K., the Grand Dutchy of Luxembourg or the Cayman Islands, Subsidiaries (other than Excluded Guarantors) that, as of the last day of the Fiscal Quarter of Helix most recently ended, had both revenues and assets that constitute less than 5.0% of the consolidated revenues and assets of Helix and its Subsidiaries in this clause such jurisdiction (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest determined on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2a jurisdiction by jurisdiction basis).

Excluded Property. Notwithstanding anything in Section 2.01 hereof to the contrary, the term Collateral shall not include (hereinafter, collectively, the “Excluded Property”): (a) Notwithstanding anything any equipment or goods that is subject to a “purchase money security interest” to the contrary contained extent that such purchase money security interest (i) constitutes a Permitted Lien under the Credit Agreement and (ii) prohibits the creation by a Grantor of a junior security interest therein, unless the holder thereof has consented to the creation of such a junior security interest; (b) any Equity Interest in any Foreign Subsidiary that is not a first-tier Subsidiary of the definition of Collateral, Sections 3.1 and 3.2 Borrower or any other provisions Grantor; (c) any Equity Interest in a Foreign Subsidiary to the extent the same represents, for all Grantors in the aggregate, more than 65% of this Agreement the total combined voting power of all classes of capital stock or similar equity interests of such Foreign Subsidiary which are entitled to vote; (d) upon the written consent of the Administrative Agent, any MortgageEquity Interests in any entity acquired on or after the Closing Date that is not a Subsidiary of the Borrower, neither this Agreement nor any Mortgage shall constitute a if the terms of the Organizational Documents of such entity do not permit the grant of a security interest in: in such Equity Interests by the owner thereof or the applicable Grantor has been unable to obtain any approval or consent to the creation of a security interest therein which is required under such Organizational Documents; (1e) any property rights or interest of any Grantor in any permit, license, Contract, franchise, charter, authorization, or lease or other agreement to the extent that, that (and in each case only for so long as, ) such grant of a security interest: (A) interest is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law applicable law with respect thereto or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any terms of such permit, contract, license, Contract, franchise, charter, authorization, or lease or other agreement, instrument and such prohibition or restriction has not been waived or the consent of the other party (other than such Grantor or any other Credit Party) to such permit, license, Contract or lease has not been obtained, (f) any Property owned by a Grantor on the date hereof or hereafter acquired that is subject to a Lien that is a Permitted Lien securing a purchase money or capital or finance lease obligation if (and in each case only for so long as) the Contract or other document evidencing agreement in which such Lien is granted (or giving rise to the documentation providing for such property orpurchase money, in project financing or capital or finance lease obligation) prohibits the case creation of any Investment other Lien on such Property, Pledged Stock (g) Excluded Accounts, (h) any interests in Real Property, provided that the foregoing exclusions shall not limit the Guarantors’ obligations with respect to Landlord’s Agreements under Section 6.10(e) of the Credit Agreement, (i) margin stock, (j) any right or Pledged Note, any applicable shareholder or similar agreement, except interest of any Grantor in any asset if and to the extent that such Requirement a security interest reasonably would be expected to result in material adverse tax consequences to any Credit Party (or its Subsidiaries), as reasonably determined by the Borrower, (k) motor vehicles, airplanes and any other assets subject to certificates of Law or title to the term extent a lien therein cannot be perfected by the filing of a UCC-1 financing statement, (l) “intent to use” trademark applications prior to the filing of a statement of use in such contractrespect thereof, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and and (2m) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien Equity Interest in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely any Foreign Subsidiary to the extent the documentation relating thereto prohibits grant of a security interest in such assets from being Collateral and Equity Interest is prohibited by applicable law. Notwithstanding anything herein to the contrary, there shall be no Lien on obligation to take any steps with respect to obtaining or perfecting a security interest in those assets secures any other Indebtedness as to which the Administrative Agent and the Borrower agree that the cost, burden or consequences (including materially adverse tax consequences) of any Grantor; provided that only such property whose price of acquisition, construction obtaining or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no perfecting a security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior therein are excessive in relation to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2)practical benefit afforded thereby.

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.14, the payment and performance of the Obligations shall not be secured by: (a) Notwithstanding anything to any contract, license, permit or franchise that validly prohibits the contrary contained in the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute a grant creation by such Obligor of a security interest in: (1) any property to the extent that, and for so long as, such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreementpermit or franchise (or in any rights or property obtained by such Obligor under such contract, instrument license, permit or franchise); PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (c) any rights or property to the extent that such rights or property secure purchase money financing therefor permitted by the Exchange Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (d) more than 66% of the outstanding voting stock or other document voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or shareholder or similar agreement providing for other voting equity above such prohibition, breach, default or termination or requiring such consent is ineffective amount would result in a repatriation of a material amount of foreign earnings under applicable lawthe Code (including the "deemed dividend" provisions of section 956 of the Code); andor (2e) any property securing Indebtedness incurred after Margin Stock unless the date hereof under Section 3.2(b)(6) applicable requirements of Regulations T, U and X of the Indenture with a Lien in reliance on clause (10) Board of Governors of the definition of Permitted Liens contained Federal Reserve System have been satisfied; or (f) the items described in Section 3.2 (but only in the Indenture, but solely event and to the extent the documentation relating thereto prohibits Agent has not specified that such items be included in the Credit Security pursuant thereto). In addition, in the event any Obligor disposes of assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed to third parties in a transaction permitted by means section 4.3 of the Indebtedness described in this clause (2) shall be excluded from Exchange Agreement, such assets, but not the Collateral pursuant to this clause (2)proceeds or products thereof, and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2)Lien of the Credit Security.

Excluded Property. Notwithstanding anything in Section 2.01 hereof to the contrary, the term Collateral shall not include (hereinafter, collectively, the “Excluded Property”): (a) Notwithstanding anything any Leasehold and any fee-owned real property with a fair market value of less than $5,000,000 in the aggregate; (b) any Equity Interest in a CFC or CFC Holdco to the contrary contained extent the same represents, for all Grantors in the definition aggregate, more than 65% of Collateralthe total combined voting power of all classes of capital stock or similar equity interests of such CFC of CFC Holdco which are entitled to vote; (c) governmental licenses, Sections 3.1 state or local franchises, charters and 3.2 or authorizations and any other property and assets to the extent prohibited or restricted thereby, or such security interest is restricted by, applicable Laws (including, without limitation, rules and regulations of any Governmental Authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization (solely to the extent such consent has not been obtained after the use of commercially reasonable efforts), other than to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable Law notwithstanding such prohibition (but excluding proceeds of any such governmental license), or otherwise require consent thereunder (after giving effect to the applicable anti-assignment provisions of this Agreement the UCC or other applicable law); (d) leases, licenses, permits or agreements with respect to any MortgagePurchase Money Indebtedness (or similar arrangement) to the extent that, neither this Agreement nor any Mortgage shall constitute and so long as, a grant of a security interest in: therein, or in the property or assets that secure the underlying obligations with respect thereto (1i) any property is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Law notwithstanding such prohibition or (ii) would violate or invalidate such lease, license, permit or agreement, or create a right of termination in favor of, or require the consent of, any other party thereto (other than the Borrower or a Subsidiary) (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws), in each case, other than the proceeds thereof, and only to the extent that and for so long as such limitation on such pledge or security interest is otherwise permitted hereunder; (e) Margin Stock; (f) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; (g) motor vehicles and other assets subject to certificates of title; and (h) particular assets if, and for so long as, in each case, reasonably agreed by the Administrative Agent, the cost of creating or perfecting such grant of a pledges or security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term interests in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after assets exceed the date hereof under Section 3.2(b)(6) of practical benefits to be obtained by the Indenture with a Lien in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2)Secured Creditors therefrom.

Excluded Property. (a) Notwithstanding anything to the contrary contained set forth in Section 5.1 above, the definition types or items of CollateralCollateral described in such Section shall not include the following (collectively, Sections 3.1 and 3.2 the “Excluded Property”): (a) any rights or interests in any other provisions contract, lease, permit, license, charter or license agreement covering real or personal property, as such, if under the terms of this Agreement such contract, lease, permit, license, charter or any Mortgagelicense agreement, neither this Agreement nor any Mortgage shall constitute a or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived; provided, that, the foregoing exclusion shall in no way be construed (i) to apply if any such prohibition is unenforceable under Sections 9-406, 9-407 or 9-408 of the UCC or other applicable law or (ii) so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of Borrower in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement (including any Receivables); (b) any rights, title and interest in, to and under the following, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located: (1i) any property to all Real Property and fixtures; (ii) the extent that, Compass Account (defined below) and for all funds deposited therein so long as, such grant of a security interest: (A) as no more than $25,000 is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term maintained in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing deposit account for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable lawlonger than five consecutive Business Days; and (2iii) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6all Equipment; (iv) of the Indenture with a Lien all construction agreements, equipment purchase agreements, equipment refurbishment agreements and warranties, in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but each case which are related solely to the extent Real Property or the documentation relating thereto prohibits Equipment; (v) all Intellectual Property related solely to the Equipment; (vi) all general intangibles arising solely from the foregoing; (vii) all chattel paper, instruments and documents evidencing, governing, securing or substituted for the foregoing; (viii) all deposit accounts (including all funds on deposit therein or credited thereto) and all securities accounts (including any and all investment property held therein or credited thereto), in each case only if all funds, investment property or other assets deposited or held therein or credited consist solely of identifiable proceeds arising from the sale, lease or other disposition of the foregoing; (ix) all supporting obligations related solely to the foregoing; (x) all commercial tort claims related solely to the foregoing; (xi) Records solely evidencing or governing the foregoing; and (xii) all proceeds of sale or other disposition of the foregoing, in any form, including, without limitation, insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the foregoing; (c) the Capital Stock of the Foreign Subsidiaries in excess of sixty-six (66%) percent of all of the issued and outstanding shares of Capital Stock of such assets from being Collateral Subsidiary; (d) each deposit account, investment account or securities account into which (i) the Net Current Asset Escrow Amount and no Lien on those assets secures the Indemnity Escrow Amount have been deposited pursuant to the Escrow Agreements (each as defined in the ▇▇▇▇▇▇▇ Purchase Agreement) and (ii) any other Indebtedness of any Grantor; provided that only such property whose price of acquisitionescrow funds, construction or improvement is financed by means of the Indebtedness described deposits for acquisitions and/or post-closing adjustment amounts are from time to time deposited, in this clause (2) shall be excluded from the Collateral each case together with all assets deposited therein, as required pursuant to this clause the ▇▇▇▇▇▇▇ Purchase Agreement and any other acquisition or investment expressly permitted under Section 9.10 hereof, solely for the period that such funds are required to be held on deposit or in escrow pursuant to the ▇▇▇▇▇▇▇ Purchase Agreement, the Escrow Agreements, such other transaction agreement and any escrow agreement related thereto; and (2e) any intent-to-use trademark application filed in the United States Patent and Trademark Office pursuant to 15 U.S.C. § 1051 Section 1(b), unless and no security interest on any property granted until such trademark is used in interstate commerce and unless and until an acceptable amendment to allege use or statement of use pursuant to this Agreement 15 U.S.C. § 1051 Sections 1(c) or any Mortgage (d), as applicable, is filed with the United States Patent and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2)Trademark Office.

Excluded Property. Notwithstanding anything in Section 2.01 hereof to the contrary, the term Collateral shall not include (hereinafter, collectively, the “Excluded Property”): (a) Notwithstanding anything (i) any Leasehold and (ii) any fee-owned real property with a fair market value of less than $5,000,000; (b) any Equity Interest in a CFC or CFC Holdco to the contrary contained extent the same represents, for all Grantors in the definition aggregate, more than 65% of Collateralthe total combined voting power of all classes of capital stock or similar equity interests of such CFC of CFC Holdco which are entitled to vote; (c) governmental licenses, Sections 3.1 state or local franchises, charters and 3.2 or authorizations, any other property and assets, and any rights under contract (including any lease or license) to the extent prohibited or restricted thereby, or such security interest is restricted by, applicable Laws (including, without limitation, rules and regulations of any Governmental Authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization (solely to the extent such consent has not been obtained after the use of commercially reasonable efforts), other than to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable law notwithstanding such prohibition (but excluding proceeds of any such governmental license), or otherwise require consent thereunder (after giving effect to the applicable anti-assignment provisions of this Agreement the UCC or other applicable law); (d) leases, licenses, permits or agreements with respect to any MortgagePurchase Money Indebtedness (or similar arrangement) to the extent that, neither this Agreement nor any Mortgage shall constitute and so long as, a grant of a security interest in: therein, or in the property or assets that secure the underlying obligations with respect thereto (1i) any property is prohibited by applicable law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable law notwithstanding such prohibition or (ii) would violate or invalidate such lease, license, permit or agreement, or create a right of termination in favor of, or require the consent of, any other party thereto (other than Holdings, the Borrower or a Subsidiary) (in each case, after giving effect to the relevant provisions of the UCC or other applicable laws), in each case, other than the proceeds thereof, and only to the extent that and for so long as such limitation on such pledge or security interest is otherwise permitted hereunder; (e) Margin Stock; (f) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; and (g) any particular assets if, and for so long as, in each case, reasonably agreed by the Administrative Agent, the cost of creating or perfecting such grant of a pledges or security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term interests in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after assets exceed the date hereof under Section 3.2(b)(6) of practical benefits to be obtained by the Indenture with a Lien in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2)Secured Creditors therefrom.

Excluded Property. Notwithstanding the foregoing, “Collateral” shall not include (ax) Notwithstanding anything more than 65% of the voting Stock of each Foreign Subsidiary directly held by each Borrower if to do so would cause material adverse tax consequences for such Borrower; provided, that immediately upon any amendment of the IRC that would allow the pledge of a greater percentage of such Stock without material adverse tax consequences, “Collateral” shall include such greater percentage of Stock of such Foreign Subsidiary from that time forward, (y) any intent to use application for a trademark that would otherwise be deemed invalidated, cancelled or abandoned due to the contrary contained in the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute a grant of a security interest in: Lien thereon unless and until such time as the grant of such Lien will not affect the validity of such trademark and (1z) any property rights or interests in any lease, license, contract, or agreement, as such or the assets subject thereto if under the terms of such lease, license, contract, or agreement, or applicable law with respect thereto, the valid grant of a Lien therein or in such assets to the Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such lease, license, contract, or agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived; provided, however, the foregoing exclusions shall in no way be construed (i) to apply if any such prohibition would be rendered ineffective under the Code (including Sections 9-406, 9-407 and 9-408 thereof) or other applicable law (including the United States bankruptcy code) or principles of equity, (ii) so as to limit, impair or otherwise affect the Agent’s unconditional continuing Liens upon any rights or interests of Borrower in or to the Proceeds thereof (including proceeds from the sale, license, lease or other disposition thereof), including monies due or to become due under any such lease, license, contract, or agreement (including any Accounts or other Receivables Collateral), or (iii) to apply at such time as the condition causing such prohibition shall be remedied and, to the extent thatseverable, and for so long as“Collateral” shall include any portion of such lease, such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permitlicense, contract, license, agreement, instrument agreement or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent assets subject thereto that such Requirement of Law or the term does not result in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of such Indebtedness shall be released from the Collateral pursuant to this clause (2).

Excluded Property. The security interest granted under Section 2.01 shall not attach to (a) Notwithstanding anything any interests of any of the Grantors in the joint ventures set forth on Schedule V attached hereto and any subsequent joint ventures in which the Grantors invest, but only to the contrary contained extent that applicable law or the organizational documents (including other applicable agreements among the investors in such joint venture) with respect to any such joint venture (i) do not permit the definition grant of Collaterala security interest in such interest or an assignment of such interest or (ii) require the consent of any third party to permit such grant of a security interest or assignment (and such consent has not been granted), Sections 3.1 and 3.2 or it being understood that as to any such joint venture where the applicable organizational documents (including other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute agreements among the investors in such joint venture) permit such a grant of a security interest in: or assignment without the consent of any third party and in accordance with applicable law, such interest in such joint venture shall be included in the Collateral (1subject to clause (c) and clause (j) below) and the applicable Grantor shall cause the related certificates, if any, for such joint venture to be delivered to the Collateral Agent or the First Lien Collateral Agent within ninety (90) days from the Closing Date (or such longer period as the Collateral Agent or the First Lien Collateral Agent may agree), it being further understood that, in any property event, the grant of the security interest described in Section 2.01 shall extend to the proceeds (of any kind) of any disposition of any such joint venture interests and all distributions thereon to the extent thatthat the assignment of such proceeds or distributions are not prohibited, (b) applications filed in the USPTO to register trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks unless and for until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted by the USPTO, whereupon such applications shall be automatically subject to the lien granted herein and deemed included in the Collateral, (c) any of the Securities in each foreign subsidiary of a Grantor in excess of sixty-five percent (65%) of the issued and outstanding Securities of such foreign subsidiary which to the extent applicable shall include any issued and outstanding Securities of such foreign subsidiary pledged under the Pledge Agreement so that collectively no more than 65% of such issued and outstanding stock is pledged notwithstanding the delivery by any Grantor to the Collateral Agent of Securities representing in excess of such percentage, (d) the Excluded Accounts, all Financial Assets credited to such Excluded Accounts and all Security Entitlements held in such Excluded Accounts, (e) the Grantors’ right, title or interest in or to any property or rights in and to which the Collateral Agent has been granted a perfected security interest pursuant to the Second Lien Aircraft Mortgage, the Second Lien SGR Security Agreement or the Second Lien Pledge Agreement, (f) any rights or property acquired under or in connection with a lease, contract, healthcare insurance receivable, property rights agreement or license, so long as, such as the grant of a security interest: interest in such rights or property shall (Ai) is prohibited by constitute or result in the abandonment, invalidation or unenforceability of any Requirements right, title or interest of Law any Grantor therein or (ii) require the consent of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law third party or (C) is prohibited by, constitute or constitutes result in a breach or default under or results in termination pursuant to the termination terms of, or requires any consent not obtained a default under, any permitlease, contract, licensehealthcare insurance receivable, agreement, instrument property rights agreement or license (other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except than to the extent that any restriction on such Requirement assignment would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of Law the UCC (or the term in such contract, license, agreement, instrument any successor provision or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (2) any property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6provisions) of the Indenture with a Lien in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any relevant jurisdiction or any other Indebtedness applicable law or principles of any Grantor; equity), provided that only such property whose price of acquisition, construction or improvement is financed by means of the Indebtedness described in this clause (2) proceeds therefrom shall not be excluded from the definition of Collateral pursuant to this clause (2), and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence extent that the assignment of such Indebtedness shall be released from the Collateral pursuant to this clause proceeds is not prohibited, (2g).

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.16, the payment and performance of the Credit Obligations shall not be secured by: (a) Notwithstanding anything to any contract, lease, license, permit or franchise that validly prohibits the contrary contained in the definition of Collateral, Sections 3.1 and 3.2 or any other provisions of this Agreement or any Mortgage, neither this Agreement nor any Mortgage shall constitute a grant creation by such Pledgor of a security interest in:in such contract, lease, license, permit or franchise (or in any rights or property obtained by such Pledgor under such contract, lease, license, permit or franchise); provided, however, that the provisions of this Section 3.1.17 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, lease, license, permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Pledgors relating thereto; (1b) any rights or property to the extent that, that any valid and for so long as, enforceable law or regulation applicable to such grant rights or property prohibits the creation of a security interest: interest therein; provided, however, that the provisions of this Section 3.1.17 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Pledgors relating thereto; (Ac) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law rights or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement rights or property secure purchase money financing therefor (including Capitalized Leases) permitted by the Credit Agreement and the agreements providing such purchase money financing prohibit the creation of Law a further security interest therein; provided, however, that the provisions of this Section 3.1.17 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the term in such contract, license, agreement, instrument monetary value of the good will and other general intangibles of the Pledgors relating thereto; (d) more than 65% of the outstanding voting stock or other document voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or shareholder other voting equity above such amount would result in (i) a repatriation of a material amount of foreign earnings under the Code (including the “deemed dividend” provisions of section 956 of the Code) or similar agreement providing for such prohibition, breach, default (ii) a violation by Doe Run Peru or termination or requiring such consent is ineffective under applicable law; andany of its Subsidiaries of the BCP Credit Agreement as in effect on the date hereof; (2e) any rights or property securing to the extent that such rights or property secure, as of the date hereof, the payment and performance of the Indebtedness incurred after of the Company and its Subsidiaries in respect of the Existing Senior Secured Bonds outstanding on the date hereof under Section 3.2(b)(6) immediately after giving effect to the consummation of the Indenture with a Lien Tender Offer and the Exchange Offer; provided, however, that the provisions of this Section 3.1.17 shall not prohibit the security interests created by this Agreement from extending to such rights or property after all such Existing Senior Secured Bonds have been (i) purchased, redeemed or defeased by the Company or any of its Affiliates or (ii) otherwise paid in reliance on clause full and discharged; or (10f) Margin Stock unless the applicable requirements of Regulations T, U and X of the definition Board of Permitted Liens contained in the Indenture, but solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that only such property whose price of acquisition, construction or improvement is financed by means Governors of the Indebtedness described in this clause Federal Reserve System have been satisfied. In addition: (2A) shall be excluded from if any Pledgor distributes any asset to a third party as a Distribution permitted by section 6.9 of the Collateral pursuant to this clause (2)Credit Agreement, and no security interest on any property granted pursuant to this Agreement or any Mortgage and existing prior to the incurrence of then such Indebtedness asset shall be released from the Collateral pursuant Lien of the Credit Security; and (B) if any Pledgor disposes of any asset to this clause (2)any third party in a transaction permitted by section 6.10 of the Credit Agreement, then such asset, but not the proceeds or products thereof, shall be released from the Lien of the Credit Security.