Common use of Excluded Property Clause in Contracts

Excluded Property. (a) 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 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 Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of a Lien thereon, but only, with ‎respect to the prohibition in (i) and (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 ‎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 other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective 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 shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(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 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis).

Excluded Property. (a) any ‎permit or license or any contractual obligation entered into by any Obligor With respect to a Borrower, (i) any “intent-to-use” trademark until such time as such Borrower begins to use such trademark, (ii) any Property now or hereafter held by such Borrower to the extent (but only to the extent) such item is subject to an agreement which contains a term or is subject to a rule of law, statute or regulation that prohibits restricts, prohibits, or ‎requires the requires a consent of any Person other than the Obligors or Subsidiaries which (that has not been obtained as a ‎condition to the creation by such Obligor obtained) of a Lien on any right, title or interest in such permit, ‎license or contractual obligation Person (other than customer contractsany Loan Party) to, master services agreements the creation, attachment or work orders and Accounts which shall constitute part perfection of the Collateral regardless) or (ii) security interest granted herein, and in each case solely to the extent that Applicable Law prohibits such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the creation of a Lien thereonUCC), but only, with ‎respect to the prohibition in (i) and (iiiii) any Trust Account; provided, however that (x) Excluded Property shall not include any proceeds of any such item, and (y) any item of Excluded Property that at any time ceases to satisfy the criteria for Excluded Property (whether as a result of the applicable Loan Party obtaining any necessary consent, any change in any rule of law, statute or regulation, or otherwise), 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 ‎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 other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective 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 shall constitute Collateral) immediately at such time . Executive Order Xx. 00000 - Xxx Xxxxxxxxx Xxxxx Xx. 00000 on Terrorist Financing, effective September 24, 2001, as the legal prohibition same has been, or shall no longer hereafter be, renewed, extended, amended or replaced and as may be applicable in effect from time to time. Expenses - Section 9.6. GAAP- Generally accepted accounting principles as in effect on the Closing Date applied in a manner consistent with the most recent audited financial statements of Borrowers furnished to Lender and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(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 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis)Section 5.7 herein.

Excluded Property. The security interest granted under Section 2.01 shall not attach to (a) the Grantors' right, title or interest in or to any ‎permit property or license or any contractual obligation entered into by any Obligor rights in and to which the Administrative Agent has been granted a perfected security interest pursuant to either (i) that prohibits the Aircraft Mortgage or ‎requires (ii) the consent of SGR Security Agreement, (b) any Person other than rights or property acquired under or in connection with a lease, contract, healthcare insurance receivable, property rights agreement or license, so long as the Obligors or Subsidiaries which has not been obtained as a ‎condition to the creation by such Obligor grant of a Lien on security interest in such rights or property shall (i) constitute or result in the abandonment, invalidation or unenforceability of 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 Collateral regardless) 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 Applicable Law prohibits the creation any restriction on such assignment would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of a Lien thereon, but only, with ‎respect to the prohibition in (i) and (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 successor provision or provisions) of any relevant jurisdiction or any other ‎Applicable Law and any such consent has not been obtainedapplicable law or principles of equity), provided, provided that the foregoing proceeds therefrom shall cease to not be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as excluded from the contractual or legal prohibition shall no longer be applicable and definition of Collateral to the extent severable, Agent’s Lien shall attach immediately to any portion that the assignment of such permit, license or contract proceeds is 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 Lawprohibited, (c) any other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective after giving ​ effect to the anti-assignment ‎provisions of the UCC and other Applicable Law)[reserved], provided, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (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 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 renewals of such Liens on the same asset), in the case of each of the foregoing sub-clauses (x) and (y), only for so long as such assets or property remain subject to such Liens and (g) Escrow Accounts (other than of a type described in clause (a)(vi) all of the definition thereof); providedforegoing, thatcollectively, notwithstanding the foregoing in each case, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis”).

Excluded Property. The security interest granted under Section 2.01 shall not attach to (a) any ‎permit 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 extent that applicable law or license or the organizational documents (including other applicable agreements among the investors in such joint venture) with respect to any contractual obligation entered into by any Obligor such joint venture (i) that prohibits do not permit the grant of a security interest in such interest or ‎requires an assignment of such interest or (ii) require the consent of any Person other than the Obligors third party to permit such grant of a security interest or Subsidiaries which assignment (and such consent has not been obtained granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such a ‎condition grant of a security interest 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 (subject 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 creation by Collateral Agent or the First Lien Collateral Agent within ninety (90) days from the Closing Date (or such Obligor longer period as the Collateral Agent or the First Lien Collateral Agent may agree), it being further understood that, in any 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 that 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 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 on 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 the grant of a security interest in such rights or property shall (i) constitute or result in the abandonment, invalidation or unenforceability of 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 Collateral regardless) 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 Applicable Law 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, (g) any governmental permit or franchise that prohibits Liens on or collateral assignments of such permit or franchise, (h) Goods owned by any Grantor on the date hereof or hereafter acquired that are subject to a Lien securing an obligation or Capitalized Lease permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such obligation or Capitalized Lease) prohibits the creation of a any other Lien thereonon such Goods, but only, with ‎respect to the prohibition in (i) any Intellectual Property, including without limitation, intent-to-use trademark applications, for which the creation by a Grantor of a security interest therein is prohibited without the consent of a third party (and (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 ‎Applicable Law and any such consent has not been obtained) or by law, providedor would otherwise result in the loss by any Grantor of any material rights therein (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) or any relevant jurisdiction or any other applicable law or principles of equity), (j) the Excluded Equity Interests, (k) the Excluded Equipment, (l) Excluded SkyMiles Assets, (m) assets that are subject to Liens permitted by Section 6.01(a), (d), (j), (y) or (aa) of the foregoing shall cease Credit Agreement (or the replacement, extension or renewal of any such Lien pursuant to Section 6.01(s) of the Credit Agreement) and (n) real property interests, farm products, as-extracted collateral or timber to be treated as cut (all of the foregoing, collectively, the “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 other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective 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 shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(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 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis”).

Excluded Property. (a) any ‎permit or license or any contractual obligation entered into by any Obligor Notwithstanding anything in Section 2.01 hereof to the contrary, the term Collateral shall not include: (i) any equipment or goods that prohibits or ‎requires the consent of any Person other than the Obligors or Subsidiaries which has not been obtained as are subject to a ‎condition to the 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 Collateral regardless) or (ii) “purchase money security interest” to the extent that Applicable Law such purchase money security interest (x) constitutes a Permitted Lien under the Credit Agreement and (y) prohibits the creation by a Grantor of a Lien thereonjunior security interest therein, but only, with ‎respect unless the holder thereof has consented to the prohibition in (i) and (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 ‎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 creation of such permit, license or contract not subject to the prohibitions specified in clauses (i) or a junior security interest; (ii) aboveany Equity Interests in any Real Estate Subsidiary, if (a) the terms of the Property Senior Loan Documents of such Subsidiary or (b) a provision of such Subsidiary Organizational Documents included either as a condition of the Property Senior Loan Documents or as a condition to the negotiated business arrangement with the holder of an Equity Interest in any Property owned by any ‎Obligor such Subsidiary that is subject to a Purchase Money Lien or a Capital Lease permitted under this Agreement ‎to Non-Wholly Owned Subsidiary, in either case, do not permit 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 other assets the ‎pledge of which or grant of a security interest 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 prohibited by Applicable Law (to the extent effective after giving ​ effect to the anti-assignment ‎provisions of the UCC and other Applicable Law), provided, required under such Property Senior Loan Documents or Organizational Documents; provided that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien security interest shall attach immediately and automatically to such Equity Interests in such Subsidiary if such Subsidiary is no longer subject to such restrictions or such approval or consent is obtained; (iii) any portion Equity Interests in a Real Estate Subsidiary in excess of Property 49% of the Equity Interests in such Real Estate Subsidiary; provided that such security interest shall attach immediately and automatically to the remaining 51% of the Equity Interests in such Real Estate Subsidiary if such Real Estate Subsidiary is no longer subject to a any restriction in any document or agreement entered into in connection with the incurrence of Indebtedness permitted by the Credit Agreement that prohibits the Grantor that owns the Equity Interests in such Real Estate Subsidiary from granting a security interest in more than 49% of the Equity Interests of such Real Estate Subsidiary, (iv) any Equity Interests in any Subsidiary whose assets consist solely of Equity Interests in another Subsidiary, (v) so long as the Xxxxxxxx Interim Loan Agreement is in effect, any Equity Interest in New Market-Xxxxxxxx or any property of New Market Xxxxxxxx that would otherwise constitute Collateral, provided that such security interest shall attach upon termination of the Xxxxxxxx Interim Loan Agreement unless excluded pursuant to either of clauses (ii) or (iii) of this Section, and (vi) any Equity Interests owned or acquired by a Grantor in a Subsidiary of such Grantor, which Subsidiary does not own or have any interests in any property; provided that, subject to the prohibitions, foregoing clauses (ii) and (d) Excluded Accounts (other than of a type described iii), such Equity Interests shall be Pledged Equity Interests and constitute Collateral upon such Subsidiary owing or having any interests in clause (a)(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 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis)property.

Excluded Property. The security interest granted under Section 2.01 shall not attach to (a) any ‎permit 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 extent that applicable law or license or the organizational documents (including other applicable agreements among the investors in such joint venture) with respect to any contractual obligation entered into by any Obligor such joint venture (i) that prohibits do not permit the grant of a security interest in such interest or ‎requires an assignment of such interest or (ii) require the consent of any Person other than the Obligors third party to permit such grant of a security interest or Subsidiaries which assignment (and such consent has not been obtained granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such a ‎condition grant of a security interest 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 (subject 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 creation by Collateral Agent within ninety (90) days from the Closing Date (or such Obligor longer period as the Collateral Agent may agree), it being further understood that, in any 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 that 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 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 First Lien on Aircraft Mortgage, the First Lien SGR Security Agreement or the First 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 the grant of a security interest in such rights or property shall (i) constitute or result in the abandonment, invalidation or unenforceability of 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 Collateral regardless) 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 Applicable Law 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, (g) any governmental permit or franchise that prohibits Liens on or collateral assignments of such permit or franchise, (h) Goods owned by any Grantor on the date hereof or hereafter acquired that are subject to a Lien securing an obligation or Capitalized Lease permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such obligation or Capitalized Lease) prohibits the creation of a any other Lien thereonon such Goods, but only, with ‎respect to the prohibition in (i) any Intellectual Property, including without limitation, intent-to-use trademark applications, for which the creation by a Grantor of a security interest therein is prohibited without the consent of a third party (and (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 ‎Applicable Law and any such consent has not been obtained) or by law, providedor would otherwise result in the loss by any Grantor of any material rights therein (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) or any relevant jurisdiction or any other applicable law or principles of equity), (j) the Excluded Equity Interests, (k) the Excluded Equipment, (l) Excluded SkyMiles Assets, (m) assets that are subject to Liens permitted by Section 6.01(a), (d), (j), (y) or (aa) of the foregoing shall cease Credit Agreement (or the replacement, extension or renewal of any such Lien pursuant to Section 6.01(s) of the Credit Agreement) and (n) real property interests, farm products, as-extracted collateral or timber to be treated as cut (all of the foregoing, collectively, the “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 other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective 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 shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(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 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis”).

Excluded Property. (a) 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 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 Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of a Lien thereon, but only, with ‎respect to the prohibition in (i) and (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 ‎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 other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective 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 shall constitute Collateral) ​ ​ immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(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 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a 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) any ‎permit equipment 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 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 Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of a Lien thereon, but only, with ‎respect to the prohibition in (i) and (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 ‎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 goods that is subject to a Purchase Money Lien or a Capital Lease permitted under this Agreement ‎to "purchase money security interest" to the extent a that such purchase money security interest therein would violate (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 Permitted Purchase Money Debt or Capital Lease or create a right of termination junior security interest; (b) any Equity Interest in favor any Foreign Subsidiary that is not a first-tier Subsidiary of the ‎other party thereto (Borrower or any other than another Obligor or Subsidiary) after giving effect to the applicable anti-assignment ‎provisions of the UCC or other Applicable Law, Grantor; (c) any other assets Equity Interest in a Foreign Subsidiary to the ‎pledge extent the same represents, for all Grantors in the aggregate, more than 65% of 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 Equity Interests in any entity acquired on or after the Closing Date that is not a Subsidiary of the Borrower, if the terms of the Organizational Documents of such entity do not permit the grant of a security interest 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; (e) any rights or interest of any Grantor in any permit, license, Contract, franchise, charter, authorization, or lease or other agreement to the extent that (and in each case only for so long as) such grant of a security interest is prohibited by Applicable Law (to any applicable law with respect thereto or is prohibited under the extent effective after giving ​ effect to terms of such permit, license, Contract, franchise, charter, authorization, or lease or other agreement, and such prohibition or restriction has not been waived or the anti-assignment ‎provisions consent of the UCC 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 Applicable Law)agreement in which such Lien is granted (or the documentation providing for such purchase money, providedproject financing or capital or finance lease obligation) prohibits the creation of any other Lien on such Property, (g) Excluded Accounts, (h) any interests in Real Property, provided that the foregoing exclusions shall cease not limit the Guarantors' obligations with respect to be treated as “Excluded Property” Landlord's Agreements under Section 6.10(e) of the Credit Agreement, (and shall constitute Collaterali) immediately at such time as the legal prohibition shall no longer be applicable margin stock, (j) any right or any interest of any Grantor in any asset if and to the extent severable, Agent’s Lien shall attach immediately that a security interest reasonably would be expected to result in material adverse tax consequences to any portion of Property not Credit Party (or its Subsidiaries), as reasonably determined by the Borrower, (k) motor vehicles, airplanes and any other assets subject to certificates of title to the prohibitionsextent 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 respect thereof, and (dm) Excluded Accounts (other than any Equity Interest in any Foreign Subsidiary to the extent the grant of a type described security interest in clause (a)(vi) of such Equity Interest is prohibited by applicable law. Notwithstanding anything herein to the definition thereof); providedcontrary, that, notwithstanding the foregoing in each case, “Excluded Property” there shall not include be no obligation to take any proceeds, products, substitutions or replacements of 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 Excluded Guarantors, (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) steps with respect to Subsidiaries organized under obtaining or perfecting a security interest in those assets as to which the laws Administrative Agent and the Borrower agree that the cost, burden or consequences (including materially adverse tax consequences) of obtaining or perfecting a security interest therein are excessive in relation to the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis)practical benefit afforded thereby.

Excluded Property. (a) 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 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 Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of a Lien thereon, but only, with ‎respect to the prohibition in (i) and (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 ‎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 other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective 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 shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(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 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis).

Excluded Property. The security interest granted under Section 2.01 shall not attach to (a) the Grantors' right, title or interest in or to any ‎permit property or license or any contractual obligation entered into by any Obligor rights in and to which the Administrative Agent has been granted a perfected security interest pursuant to either (i) that prohibits the Aircraft Mortgage or ‎requires (ii) the consent of SGR Security Agreement, (b) any Person other than rights or property acquired under or in connection with a lease, contract, healthcare insurance receivable, property rights agreement or license, so long as the Obligors or Subsidiaries which has not been obtained as a ‎condition to the creation by such Obligor grant of a Lien on security interest in such rights or property shall (i) constitute or result in the abandonment, invalidation or unenforceability of 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 Collateral regardless) 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 Applicable Law prohibits the creation any restriction on such assignment would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of a Lien thereon, but only, with ‎respect to the prohibition in (i) and (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 successor provision or provisions) of any relevant jurisdiction or any other ‎Applicable Law and any such consent has not been obtainedapplicable law or principles of equity), provided, provided that the foregoing proceeds therefrom shall cease to not be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as excluded from the contractual or legal prohibition shall no longer be applicable and definition of Collateral to the extent severable, Agent’s Lien shall attach immediately to any portion that the assignment of such permit, license or contract proceeds is 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 Lawprohibited, (c) any other assets Ground Support Equipment or Tooling subject to a Lien granted on or prior to the ‎pledge date such Ground Support Equipment or Tooling would otherwise constitute Collateral hereunder (or any refinancing or replacement of which 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 grant 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, on the date such Ground Support Equipment or Tooling would otherwise constitute Collateral hereunder, the granting of a security interest in which is prohibited such Ground Support Equipment or Tooling would constitute a breach or 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 property (x) acquired in connection with acquisitions permitted by Applicable Law 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 Person that becomes a Grantor after the date hereof prior to the extent effective after giving ​ effect time such Person becomes a Grantor (or to Liens that are replacements, extensions, or renewals of such Liens on the anti-assignment ‎provisions same asset), in the case of each of the UCC foregoing sub-clauses (x) and other Applicable Law(y), providedonly for so long as such assets or property remain subject to such Liens and (g) Escrow Accounts (all of the foregoing, that collectively, the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(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 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis”).

Excluded Property. (a) 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 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 Collateral regardless) or Excluded Account; (ii) to the extent that Applicable Law prohibits the creation of a Lien thereon, but only, with ‎respect to the prohibition in (i) and (ii), to the extent, and for as long as, such prohibition is not ‎terminated any equipment or rendered unenforceable or otherwise deemed ineffective by the UCC or any other ‎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 goods that is subject to a Purchase Money “purchase money security interest” to the extent that such purchase money security interest (x) constitutes a Permitted Lien or a Capital Lease permitted under this Agreement ‎to 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 a security interest therein would violate such Permitted Purchase Money Debt or Capital Lease or create a right of termination the same represents, for all Grantors in favor the aggregate, more than 65% of the ‎other party thereto total combined voting power of all classes of capital stock or similar Equity Interests of such Foreign Subsidiary which are entitled to vote; (other than another Obligor iv) any general intangible, instrument, software, license, permit, lease, contract, governmental approval or Subsidiary) after giving effect 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 would result in the termination of such general intangible, instrument, software, license, permit, lease, contract, governmental approval or franchise, but only to the applicable anti-assignment ‎provisions extent that any such prohibition is not rendered ineffective pursuant to the Uniform Commercial Code or any other Applicable Law or principles of equity; (v) upon the written consent of Agent, any Equity Interests in any pledged entity acquired on or after the Closing Date that is not a Subsidiary of an Obligor, if the terms of the UCC or other Applicable Law, (c) any other assets Organic Documents of such pledged entity do not permit the ‎pledge of which or grant of a security interest 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 prohibited by Applicable Law required under such Organic Documents, (vi) any property or asset to the extent effective after giving ​ effect the burden of perfection would exceed the benefit to the anti-assignment ‎provisions Lenders as determined in writing by Agent in its Permitted Discretion (including without limitation the annotation of the UCC vehicle and other Applicable Lawtitles to reflect the Liens granted by the Loan Documents), provided, that the foregoing shall cease to be treated as “(vii) any Excluded Property” (and shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type Real Estate described in clause clauses (a)(via) or (b) of the definition thereof); provided, thathowever, notwithstanding the foregoing exclusions shall in each caseno way be construed (a) to apply if any such prohibition would be rendered ineffective under the UCC (including Sections 9-406, “Excluded Property” shall not include 9-407 and 9-408 thereof) or other Applicable Law (including the Bankruptcy Code) or principles of equity, (b) so as to limit, impair or otherwise affect Agent’s unconditional continuing Liens upon any proceedsrights or interests of any Obligor in or to the proceeds thereof (including proceeds from the sale, productslicense, substitutions lease or replacements of Excluded Propertyother disposition thereof), including monies due or to become due under any such lease, license, contract, or agreement (including any Accounts), or (c) to an Obligor apply at such time as the condition causing such prohibition shall be remedied (unless including pursuant to a waiver thereof or a consent related thereto) and, to the extent severable, “Collateral” shall include any portion of such proceedslease, productslicense, substitutions contract, agreement or replacements would otherwise constitute Excluded Property)assets subject thereto that does not result in such prohibition. Excluded SubsidiaryReal Estate: any of (a) the Excluded GuarantorsColorado Property, (b) any Subsidiary organized under Real Estate acquired by an Obligor after the laws of a state other Closing Date with an individual value less than the U.S., the U.K., the Grand Dutchy of Luxembourg $1,000,000 or the Cayman Islands, and (c) any Real Estate acquired by an Obligor after the Closing Date with an individual value equal to or greater than $1,000,000 with respect to Subsidiaries organized under the laws of the 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 which Agent elects in writing in its Subsidiaries in such jurisdiction (determined on sole discretion not to require a jurisdiction by jurisdiction basis)Mortgage.

Excluded Property. (a) any ‎permit or license or any contractual obligation entered into by any Obligor (i) that prohibits or ‎requires Notwithstanding the consent of any Person other than the Obligors or Subsidiaries which has not been obtained as a ‎condition to the creation by such Obligor of a Lien on any rightforegoing, 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 no event will the Collateral regardless) or (ii) include Excluded Property; provided, however, that all proceeds of Excluded Property will be Collateral to the extent that Applicable Law prohibits the creation proceeds are not themselves Excluded Property. “Excluded Property” means (1) any property in which the Debtor now or hereafter has rights in which a security interest may not be granted by the Debtor in such property as a matter of a Lien thereonapplicable law, but onlyrule or regulation, with ‎respect or under the terms of the property or the governing document applicable thereto, after giving effect to the prohibition in UCC (ior any successor provision or provisions) and (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 ‎Applicable Law and applicable law (including the Bankruptcy Code of the United States or principles of equity), without the consent of one or more parties thereto other than any Loan Party, but only for so long as such consent has not been obtained, provided, that the foregoing shall cease ; (2) assets subject to be treated as “Excluded Property” (capital leases and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and purchase money financings to the extent severablesuch capital leases and purchase money financings are permitted under the Loan Agreement and prohibit the granting of a Lien; (3) any application for registration of a trademark, Agent’s Lien service xxxx or other xxxx filed with the PTO on an intent-to-use basis to the extent an assignment thereof would void or invalidate such application, until such time (if any) as a verified statement of use (or the equivalent) for such trademark, service xxxx or other xxxx is filed with and accepted by the PTO, at which time such trademark, service xxxx or other xxxx shall attach immediately to any portion automatically become part of such permit, license or contract not the Collateral and subject to the prohibitions specified security interest pledged; (4) escrow accounts and trust accounts, in each case entered into in the ordinary course of business and consistent with prudent business judgment (as determined by the Debtor in good faith), where the applicable Debtor holds the funds exclusively for the benefit of an unaffiliated third party; (5) any account that is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefits payments and accrued and unpaid employee compensation payments (including salaries, wages, benefits and expense reimbursements, 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation and health care benefits); and (6) any account that is used for the sole purpose of paying taxes, including sales taxes. The accounts referred to in the preceding clauses (i) or (ii) above4), (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 other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective after giving ​ effect to the anti-assignment ‎provisions of the UCC and other Applicable Law5), provided, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d6) Excluded Accounts (other than of a type described in clause (a)(vi) of are referred to collectively as the definition thereof); provided, that, notwithstanding the foregoing in each case, “Excluded PropertyAccounts.” shall not include any proceeds, products, substitutions or replacements of Excluded Property, including monies due or to become due to Debtor warrants that Debtor is an Obligor (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). Excluded Subsidiary: any of (a) the Excluded Guarantors, (b) any Subsidiary organized organization registered under the laws of a state other than New York. Debtor warrants that its chief executive office (or principal residence, if applicable) is located at the U.S.address set forth in the introductory paragraph hereof. Debtor warrants that the Collateral (except goods in transit) is located or domiciled at the following additional address: 000 Xxxx Xxxxx, the U.K.Xxxxxxxxx, the Grand Dutchy of Luxembourg or the Cayman Islands, and (c) with respect to Subsidiaries organized under the laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis)XX 00000.

Excluded Property. Notwithstanding anything in Section 2.01 hereof to the contrary, the term Collateral shall not include (hereinafter, collectively, the “Excluded Property”): (a) any ‎permit equipment 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 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 Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of a Lien thereon, but only, with ‎respect to the prohibition in (i) and (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 ‎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 goods that is subject to a Purchase Money Lien or a Capital Lease permitted under this Agreement ‎to “purchase money security interest” to the extent a that such purchase money security interest therein would violate (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 Permitted Purchase Money Debt or Capital Lease or create a right of termination junior security interest; (b) any Equity Interest in favor any Foreign Subsidiary that is not a first-tier Subsidiary of the ‎other party thereto (Borrower or any other than another Obligor or Subsidiary) after giving effect to the applicable anti-assignment ‎provisions of the UCC or other Applicable Law, Grantor; (c) any other assets Equity Interest in a Foreign Subsidiary to the ‎pledge extent the same represents, for all Grantors in the aggregate, more than 65% of 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 Equity Interests in any entity acquired on or after the Closing Date that is not a Subsidiary of the Borrower, if the terms of the Organizational Documents of such entity do not permit the grant of a security interest 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; (e) any rights or interest of any Grantor in any permit, license, Contract, franchise, charter, authorization, or lease or other agreement to the extent that (and in each case only for so long as) such grant of a security interest is prohibited by Applicable Law (to any applicable law with respect thereto or is prohibited under the extent effective after giving ​ effect to terms of such permit, license, Contract, franchise, charter, authorization, or lease or other agreement, and such prohibition or restriction has not been waived or the anti-assignment ‎provisions consent of the UCC 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 Applicable Law)agreement in which such Lien is granted (or the documentation providing for such purchase money, providedproject financing or capital or finance lease obligation) prohibits the creation of any other Lien on such Property, (g) Excluded Accounts, (h) any interests in Real Property, provided that the foregoing exclusions shall cease not limit the Guarantors’ obligations with respect to be treated as “Excluded Property” Landlord’s Agreements under Section 6.10(e) of the Credit Agreement, (and shall constitute Collaterali) immediately at such time as the legal prohibition shall no longer be applicable margin stock, (j) any right or any interest of any Grantor in any asset if and to the extent severable, Agent’s Lien shall attach immediately that a security interest reasonably would be expected to result in material adverse tax consequences to any portion of Property not Credit Party (or its Subsidiaries), as reasonably determined by the Borrower, (k) motor vehicles, airplanes and any other assets subject to certificates of title to the prohibitionsextent 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 respect thereof, and (dm) Excluded Accounts (other than any Equity Interest in any Foreign Subsidiary to the extent the grant of a type described security interest in clause (a)(vi) of such Equity Interest is prohibited by applicable law. Notwithstanding anything herein to the definition thereof); providedcontrary, that, notwithstanding the foregoing in each case, “Excluded Property” there shall not include be no obligation to take any proceeds, products, substitutions or replacements of 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 Excluded Guarantors, (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) steps with respect to Subsidiaries organized under obtaining or perfecting a security interest in those assets as to which the laws Administrative Agent and the Borrower agree that the cost, burden or consequences (including materially adverse tax consequences) of obtaining or perfecting a security interest therein are excessive in relation to the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis)practical benefit afforded thereby.

Excluded Property. (a) Notwithstanding the foregoing, the Collateral shall not include any ‎permit or license or any contractual obligation entered into by any Obligor property (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 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 Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of such property is prohibited from being assigned or encumbered by a Lien thereon, but only, with ‎respect under any agreement related thereto (including any agreement relating to Indebtedness incurred to finance such property and permitted under Section 6.01(i) of the prohibition in (iCredit Agreement) and (ii), to the extent, and for as long as, such prohibition is not ‎terminated or rendered unenforceable or otherwise deemed ineffective overridden by the UCC applicable provisions of the UCC, (ii) in the definition of "Property" in any Mortgage made in favor of or to be made in favor of the Collateral Trustee, (iii) shares of stock or other equity interests of the Borrower or any of its Restricted Subsidiaries in any Joint Venture or Unrestricted Subsidiary (but only to the extent that a pledge of such shares of stock pursuant to the Security Documents is prohibited by such Person's organizational documents, or by an agreement or other ‎Applicable Law instrument to which such Person is a party, and the existence of such prohibition has been demonstrated to the satisfaction of the Administrative Agent and the Administrative Agent has so advised the Collateral Trustee), (iv) all real property, other than any such consent real property on which any tracking, telemetry, control and monitoring or teleport facility of the Borrower or any of its Restricted Subsidiaries is situated and (v) property as to which the Borrower has not been obtained, provideddemonstrated to the satisfaction of the Administrative Agent (and as to which the Administrative Agent has so advised the Collateral Trustee), that the foregoing expense, tax or regulatory consequences or difficulty of subjecting such property to the Lien of the Security Documents would not, in light of the benefits that would accrue to the Lenders, justify such property being so subject to such Lien. In addition, to the extent that any Person shall enter into or be a party to a Hedging Agreement with the Borrower at the time that such Person (or an affiliate thereof) is a Lender under the Credit Agreement, such Hedging Agreement shall cease to be treated as “Excluded Property” (entitled to the benefits of this Agreement in the event that such Lender assigns all of its loans and shall constitute Collateral) immediately at such time as commitments under the contractual or legal prohibition shall Credit Agreement and is 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 other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective 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 shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(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 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 Excluded Guarantors, (b) any Subsidiary organized Lender 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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis)Credit Agreement.

Excluded Property. Notwithstanding the foregoing, “Collateral” shall not include (ax) 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 ‎permit intent to use application for a trademark that would otherwise be deemed invalidated, cancelled 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 abandoned due to the creation by such Obligor grant 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 thereon unless and Accounts which shall constitute part of the Collateral regardless) or (ii) to the extent that Applicable Law prohibits the creation of a Lien thereon, but only, with ‎respect to the prohibition in (i) and (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 ‎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 until such time as the contractual grant of such Lien will not affect the validity of such trademark and (z) any rights or legal prohibition shall no longer be 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 and law with respect thereto, the valid grant of a Lien therein or in such assets to the extent severableAgent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such lease, Agent’s Lien 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 attach immediately to any portion of such permit, license or contract not subject to the prohibitions specified in clauses 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) aboveso as to limit, (b) impair or otherwise affect the Agent’s unconditional continuing Liens upon any Property owned by any ‎Obligor that is subject to a Purchase Money Lien rights or a Capital Lease permitted under this Agreement ‎to the extent a security interest therein would violate such Permitted Purchase Money Debt interests of Borrower in 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 Proceeds thereof (including proceeds from the UCC sale, license, lease or other Applicable Law, (c) any other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective 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 shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(vi) of the definition disposition thereof); provided, that, notwithstanding the foregoing in each case, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property, 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 an Obligor (unless apply at such proceedstime as the condition causing such prohibition shall be remedied and, productsto the extent severable, substitutions “Collateral” shall include any portion of such lease, license, contract, agreement or replacements would otherwise constitute Excluded Property). Excluded Subsidiary: any of (a) the Excluded Guarantors, (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 laws of the 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 subject thereto that constitute less than 5.0% of the consolidated revenues and assets of Helix and its Subsidiaries does not result in such jurisdiction (determined on a jurisdiction by jurisdiction basis)prohibition.

Excluded Property. (a) 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 Notwithstanding anything herein to the creation by such Obligor of contrary, in no event shall the Mortgaged Property include, and each Mortgagor shall be deemed not to have granted a Lien on in, any of such Mortgagor’s right, title or interest (a) in such permitany contract, ‎license license, agreement, instrument or contractual obligation (other than customer contractsdocument to the extent that the grant of a security interest therein is prohibited by, master services agreements or work orders and Accounts which shall constitute constitutes a breach or default under or results in the termination of or gives rise to a right on the part of the Collateral regardlessparties thereto other than any Mortgagor to terminate (or materially modify) or requires any consent not obtained under, any such contract, license, agreement, instrument or other document, or (b) in any assets to the extent the grant of security interests in such assets would (i) be prohibited by a Permitted Contractual Obligation binding on the assets (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 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 Governmental Authority; provided that any of the foregoing exclusions in Section 2.06(a) or (b) shall not apply if (x) such prohibition has been waived or such other party has otherwise consented to the extent that Applicable Law prohibits the creation hereunder of a Lien thereon, but only, with ‎respect to the prohibition in such asset or (iy) and (ii), to the extent, and for as long as, such prohibition is not ‎terminated would be rendered ineffective pursuant to Section 9-406, 9-407 or rendered unenforceable or otherwise deemed ineffective by 9-408 of Article 9 of the Applicable UCC or any other ‎Applicable Law Governmental Requirement; and provided further that immediately upon the ineffectiveness, lapse or termination of any such consent has not been obtainedexclusion, providedsuch Mortgagor shall be deemed to have granted a Lien in all its rights, that the foregoing shall cease to be treated as “Excluded Property” (title and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable interests in and to the extent severablesuch contract, 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 agreement or other Applicable Law, (c) any other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective 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 shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(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 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 Excluded Guarantors, (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 laws of the 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 such jurisdiction (determined on a jurisdiction by jurisdiction basis)asset.