Comcast 2010 Annual Report Download - page 265

with Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), then the portion of such allocation that would
cause or increase such deficit Capital Account balance will be specially allocated to the other Members, if any, with positive Capital
Account balances in proportion to such balances. The loss limitation under this Section 8.01(c)(i) is intended to comply with Treasury
Regulations Section 1.704-1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and (6) therein.
(ii) If in any Tax Year, a Member receives an adjustment, allocation or distribution described in Treasury Regulations Section 1.704-
1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain (consisting of a pro rata
portion of each item of Company income and gain
for such Tax Year) will be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required
by the Treasury Regulations, the deficit balance in such Member’
s Capital Account in excess of any amount of such deficit balance that the
Member is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulations Sections 1.704-1(b)
(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)) as quickly as possible; provided that an allocation pursuant to this Section 8.01(c)(ii) will be
made only if and to the extent that such Member would have a Capital Account deficit after all other allocations provided for in this Article
8 have been tentatively made as if this Section 8.01(c)(ii) were not in the Agreement. This Section 8.01(c)(ii) is intended to qualify and be
construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and will be interpreted
consistently therewith.
(iii) If there is a net decrease in minimum gain attributed to the Company or Member nonrecourse debt minimum gain (determined in
accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Company taxable year, the
Members will be allocated items of income and gain attributed to the Company for such year (and, if necessary, subsequent years) in an
amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-
2(g) and 1.704-2(i)(5). The items to be so allocated will be determined in accordance with Treasury Regulations Section 1.704-2(f). This
Section 8.01(c)(iii) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations and will be
interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury
Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(iv) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or
Section 743(b)
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