“Excluded Property” means # any fee-owned real property owned by any Loan Party on the Closing Date or any after acquired fee-owned real property with a book value of less than $3,000,000; # any leased real property (with no obligation to obtain landlord waivers, estoppels or collateral access letters); # motor vehicles, airplanes and other assets subject to a certificate of title law and letter of credit rights (other than to the extent perfection can be achieved with the filing of UCC-1 financing statements), # Margin Stock and pledges and security interests prohibited by applicable law, rule or regulation or agreements with any Governmental Authority or which would require governmental (including regulatory) consent, approval, license or authorization to provide such security interest (with no requirement to obtain the consent of any Governmental Authority or third party), # any commercial tort claims except to the extent a security interest therein is required to be granted pursuant to the Security Agreement, # any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby, # pledges and security interests prohibited or restricted by applicable law or agreement 744209099 20664705

“Excluded Property” means # any fee-owned real property owned by any Loan Party on the Closing Date or any after acquired fee-owned real property with a book value of less than $3,000,000; # any leased real property (with no obligation to obtain landlord waivers, estoppels or collateral access letters); # motor vehicles, airplanes and other assets subject to a certificate of title law and letter of credit rights (other than to the extent perfection can be achieved with the filing of UCC-1 financing statements), # Margin Stock and pledges and security interests prohibited by applicable law, rule or regulation or agreements with any Governmental Authority or which would require governmental (including regulatory) consent, approval, license or authorization to provide such security interest (with no requirement to obtain the consent of any Governmental Authority or third party), # any commercial tort claims except to the extent a security interest therein is required to be granted pursuant to the Security Agreement, # any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby, # pledges and security interests prohibited or restricted by applicable law or agreement (including any requirement to obtain the consent of any governmental authority or third party; provided that at the request of the Administrative Agent, Borrower or the applicable Guarantor will make a commercially reasonable effort to obtain such consent), # equity interests in any person other than wholly-owned domestic Subsidiaries to the extent applicable contractual provisions prohibit or restrict pledges or security interests therein, # any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition, provided that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such violation, invalidation or right of termination shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, agreement, property subject to a purchase money security interest or similar arrangement that does not result in any of the consequences specified above, # any assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by Borrower and the Administrative Agent, any equity securities of a CFC or Disregarded Domestic Person directly owned by a Loan Party, in each case in excess of 65% of the total combined voting power of all equity securities of such Subsidiary and any equity securities of any Subsidiary of a CFC or a Disregarded Domestic Person, # any intent-to-use application trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such

“Excluded Property” means # any fee interest in real property and any leasehold interest in real property, # any real and personal property that secures Indebtedness permitted to be incurred pursuant to [Section 7.03(e)] to the extent the documents governing such Indebtedness do not permit any other Lien on such property, (c) (i) motor vehicles, aircraft, boats and # other assets subject to a certificate of title to the extent a Lien on such other assets cannot be perfected by filing a UCC-1 financing statement, # [reserved], # all amounts that are prepaid or deposited in a segregated account in respect of Defeased Indebtedness so long such Indebtedness constitutes Defeased Indebtedness permitted hereunder and to the extent the related discharge or defeasance is permitted hereunder, # the proceeds of any Escrowed Indebtedness deposited in a segregated account until the release of such Indebtedness from escrow, # property the grant of a security interest thereon to secure the Obligations is # prohibited by applicable law, rule or regulation (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code) or # which requires governmental consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received and the Borrower shall be under no obligation to seek such consent), # any lease, license or other agreement and any property subject thereto on the Closing Date or on the date of the acquisition of such property (other than any property acquired by a Loan Party subject to any such contract or other agreement to the extent such contract or other agreement was incurred in contemplation of such acquisition) to the extent that a grant of a security interest therein to secure the Obligations would violate or invalidate such lease, license, contract or agreement or create a right of termination in favor of any other party thereto (other than the Borrower, any other Loan Party or any Subsidiary) after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, # any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby or require the consent of any Governmental Authority (to the extent such consent has not been obtained; provided that the Borrower shall be under no obligation to seek such consent) after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, # pending United States “intent-to-use” trademark applications for which a verified statement of use or an amendment to allege use has not been filed with and accepted by the United States Patent and Trademark Office, # to the extent used exclusively to hold funds in trust for the benefit of third parties (other than the Loan Parties), # payroll, healthcare and other employee wage and benefit accounts, # tax accounts, including, without limitation, sales tax accounts, # escrow, defeasance and redemption accounts, # fiduciary or trust accounts and # cash collateral accounts encumbered by Permitted Liens pursuant to [Section 7.01(dd)] (or [Section 7.01(b)] if such Permitted Lien would otherwise be permitted pursuant to [Section 7.01(dd)]) to the extent that the documents governing the related Indebtedness do not permit any other Lien on such account and, in the case of [clauses (A) through (E)], the funds or other property held in or maintained in any such account; # commercial tort claims in an amount not exceeding $2,500,000; # letter-of-credit rights in an amount not exceeding $2,500,000 (other than letter-of-credit rights that constitute supporting obligations for other Collateral); # those assets or Capital Stock as to which the Administrative Agent and the Borrower reasonably agree that the costs or other consequence (including any adverse tax consequence) of obtaining or perfecting such a security interest or perfection thereof are excessive in relation to the value of the security to be afforded thereby and # Excluded Securities.

“Excluded Property” means (i) (a) any leasehold interest in real property, # any fee owned real property with a fair market value of $20,000,000 or less (estimated in good faith by the Borrower), # the DTS Headquarters Property, and # any fee owned real property located outside of the United States, # motor vehicles, aircrafts and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement, (iii) (a) letter of credit rights, except the extent perfection can be accomplished by filing of a UCC financing statement and # commercial tort claims in an amount reasonably estimated by the Borrower to be less than $25,000,000, # pledges and security interests prohibited by any applicable law, rule or regulation (including the requirement to obtain consent of any governmental authority) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition, # Equity Interests in any Person other than Wholly Owned Subsidiaries to the extent not permitted by the terms of such Person’s organizational or joint venture documents after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition, # any lease, permit, license or other agreement or any property subject to # a purchase money security interest, # Capital Lease Obligations or # other arrangement not prohibited under this Agreement, in each case, to the extent the grant of a security interest therein would violate or invalidate such lease, permit, license or agreement, purchase money, Capital Lease Obligations, or other arrangement or create a right of termination in favor of, or require the consent of, any other party thereto (other than the Borrower or any of its Restricted Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition, # those assets as to which the Administrative Agent and the Borrower reasonably agree that the cost of obtaining such security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security afforded thereby, # voting Equity Interests in excess of 65% of the voting Equity Interests of any first tier CFC or CFC Holdco or any of the Equity Interests of a Subsidiary of a CFC or CFC Holdco, # any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted by the terms thereof after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, # any U.S. trademark application filed on the basis of an intent-to-use such trademark prior to the filing with and acceptance by the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. §1051, et seq.), to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (xi) (a) payroll and other employee wage and benefit accounts, # sales tax accounts, # escrow accounts for the benefit of unaffiliated third parties and # fiduciary or trust accounts for the benefit of unaffiliated third parties, and, in the case of [clauses (a) through (d)], the funds or other property held in or maintained in any such account, in each case, other than to the extent perfection may be accomplished by filing of a UCC financing statement and other than proceeds of Collateral, # any acquired property (including property acquired through acquisition or merger of another entity) if at the time of such acquisition the granting of a security interest therein or the pledge thereof is prohibited by any contract or other agreement (in each case, not created in contemplation thereof) to the extent and for so long as such contract or other agreement prohibits such security interest or pledge after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition, # Equity Interests issued by, or assets of, Unrestricted Subsidiaries, Immaterial Subsidiaries, not-for-profit Subsidiaries, Special Purpose Entities and Captive Insurance Subsidiaries, # any Equity Interests issued by Perceive Corporation and any preferred Equity Interests issued by Tvision Insights Inc. and Thuuz, Inc., # Margin Stock and # each Bank of America Collateral Account.

“Excluded Property” means # motor vehicles, aircrafts and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement, (ii) (a) letter of credit rights, except the extent perfection can be accomplished by filing of a UCC financing statement and # commercial tort claims in an amount reasonably estimated by the Borrower to be less than $250,000, # pledges and security interests prohibited by any applicable law, rule or regulation (including the requirement to obtain consent of any Governmental Authority) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition, # any lease, permit, license or other agreement or any property subject to # a purchase money security interest, # a Capital Lease or (c)

“Excluded Property” means, with respect to any Loan Party, (a) (i) any fee-owned real property not constituting Material Real Property and any real property leasehold or subleasehold interests and # any portion of real property not subject to preceding clause (i) that contains improvements located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area”, # motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by filing a UCC financing statement, letter of credit rights (other than letter of credit rights that can be perfected by the filing of a UCC financing statement) with a value not in excess of $5,000,000 in the aggregate and commercial tort claims with a value not in excess of $5,000,000 in the aggregate, # assets to the extent a security interest in such assets would result in material adverse tax consequences (including, without limitation, as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction), or material adverse regulatory consequences, in each case, as reasonably determined by the Borrower and notified to the Administrative Agent, # pledges of, and security interests in, certain assets, in favor of the Collateral Agent which are prohibited by applicable Law; provided, that # any such limitation described in this clause (d) on the security interests granted shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the Uniform Commercial Code of any applicable jurisdiction or any other applicable Law or principles of equity and shall not apply to any proceeds or receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibition and # in the event of the termination or elimination of any such prohibition contained in any applicable Law, a security interest in such assets shall be automatically and simultaneously granted under the applicable Collateral Documents and such asset shall be included as Collateral, # any governmental licenses (but not the proceeds thereof) or state or local franchises, charters and authorizations, to the extent security interests in favor of the Collateral Agent in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibition; provided that # any such limitation described in this clause (e) on the security interests granted shall only apply to the extent that any such prohibition or restriction could not be rendered ineffective pursuant to the Uniform Commercial Code of any applicable jurisdiction or any other applicable Law or principles of equity and # in the event of the termination or elimination of any such prohibition or restriction contained in any applicable license, franchise, charter or authorization, a security interest in such licenses, franchises, charters or authorizations shall be automatically and simultaneously granted under the applicable Collateral Documents and such licenses, franchises, charters or authorizations shall be included as Collateral, # Equity Interests in # any Person (other than the Borrower and Wholly Owned Restricted Subsidiaries of the Borrower) to the extent and for so long as the pledge thereof in favor of the Collateral Agent is not permitted by the terms of such Person’s joint venture agreement or other applicable Organization Documents, in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibition; provided, that such prohibition exists on the Closing Date or at the time such Equity Interests are acquired (so long as such prohibition did not arise in contemplation of the Closing Date or such acquisition), # any not-for-profit Subsidiary, # any captive insurance Subsidiary, # any special purpose securitization vehicle (or similar entity), including any Receivables Subsidiary, # any Unrestricted Subsidiary, # any Person which is acquired after the date hereof to the extent and for so long as such Equity Interests are pledged in respect of Acquired Indebtedness, such pledge constitutes a Permitted Lien and the terms thereof do not permit the pledge of such Equity Interests to the Collateral Agent, # any Person that is an Excluded Subsidiary pursuant to clause (e) of the definition of “Excluded Subsidiary” and # any indirect Subsidiary that is not directly owned by a Loan Party, # any lease, license or other agreement or any property subject to a purchase money security interest, Capitalized Lease Obligation or similar arrangement in each case permitted to be incurred under this Agreement, to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or their Wholly Owned Subsidiaries), in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibition, # “intent-to-use” trademark applications prior to the filing of a “Statement of Use” or “Amendment to Allege Use” filing, # any Receivables Assets sold pursuant to a Qualified Receivables Factoring or Qualified Receivables Financing that is permitted hereunder, # Equity Interests in excess of 65% of each class of voting Equity Interests of any Foreign Subsidiary or any FSHCO, # any assets of any Foreign Subsidiary or FSHCO (including any equity interests of any Subsidiary thereof), # trust accounts, payroll accounts and escrow accounts, # cash to secure letter of credit reimbursement obligations to the extent such letters of credit are permitted by this Agreement and # Margin Stock. Other assets shall be deemed to be “Excluded Property” if the Blackstone Credit Representative and the Borrower agree in writing that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the benefit of the Lenders of the security afforded thereby. Notwithstanding anything herein or the Collateral Documents to the contrary, Excluded Property shall not include any Proceeds (as defined in the UCC), substitutions or replacements of any Excluded Property (unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Property referred to above).