operating income or expense. For the purpose of calculating Consolidated EBITDA for any Person for any period, if during such period such Person or any Subsidiary of such Person shall have made a
Material Acquisition or Material Disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect to such Material Acquisition or Material Disposition as if such Material Acquisition or Material Disposition
occurred on the first day of such period.
Consolidated Net Income means, for any Person for any period, the net income
of such Person and its Consolidated Subsidiaries, determined on a Consolidated basis for such period in accordance with GAAP.
Contribution Agreement means that certain Agreement of Contribution and Subscription, dated February 25,
2021, among AT&T Services, Inc., V HoldCo LLC, New DTV and TPG VIII Merlin Investment Holdings, L.P (as may be amended, modified, supplemented or restated from time to time in a manner not materially adverse to the interests of the Lenders under
Contribution Agreement Closing Date means the date on which the transactions contemplated by the Contribution
Agreement are consummated.
Conversion and Converted each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08, 2.09, 2.12 or 2.20.
Debt of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect
to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments and (c) all guarantees by such Person of Debt of others.
Default means any Event of Default or any event that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.
Defaulting Lender means, subject to Section 2.18(c), at any time, any
Lender that, at such time (a) has failed to perform any of its funding obligations hereunder, including in respect of its Advances, on the date required to be funded by it hereunder, (b) has notified the Borrower or the Agent that it does
not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has failed, within
three Business Days after written request by the Agent or the Borrower (based on its reasonable belief that such Lender may not fulfill its funding obligations hereunder), to confirm in a manner reasonably satisfactory to the Agent and the Borrower
that it will comply with its funding obligations hereunder, provided that such Lender shall cease to be a Defaulting Lender upon receipt of such confirmation by, in form and substance reasonably acceptable to, the Agent and the Borrower, (d)
has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any debtor relief law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or