becomes generally available to the public (other than as a result of a violation of this
Consenting Lender has the meaning specified in Section 2.18(b).
Consolidated refers to the consolidation of accounts in accordance with GAAP.
Consolidated EBITDA means, for any Person for any period, Consolidated Net Income of such Person for such
period adjusted to exclude the effects of (a) gains or losses from discontinued operations, (b) any extraordinary or other non-recurring non-cash gains or losses (including non-cash restructuring charges), (c) accounting changes including any
changes to Accounting Standards Codification 715 (or any subsequently adopted standards relating to pension and postretirement benefits) adopted by the Financial Accounting Standards Board after the date hereof, (d) interest expense, (e) income tax
expense or benefit, (f) depreciation, amortization and other non-cash charges (including actuarial gains or losses from pension and postretirement plans), (g) interest income, (h) equity income and losses, and (i) other non-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 this
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 2.07, 2.08, 2.11 or 2.21.
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
2.19(d), 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, within two Business Days of the date required to be funded by it hereunder unless such
Lender notifies the Agent and the Company in writing that such failure is the result