Comcast 2010 Annual Report Download - page 266

of the Code is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital
Accounts as the result of a distribution to a Member in complete liquidation of its Units, the amount of such adjustment to Capital
Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such
basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the event Treasury Regulations
Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulations
Section 1.704-1(b)(2)(iv)(m)(4) applies.
(v) “Nonrecourse deductions” (as such term is defined by Treasury Regulations Section 1.704-2(b)(1)) with respect to a Tax Year
shall be allocated among the Members in accordance with their respective Membership Percentages.
(vi) Any “Member nonrecourse deductions” (which has the same meaning as the term “partner nonrecourse deductions” in Treasury
Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2)) with respect to a Tax Year shall be allocated to the Member who bears the economic
risk of loss with respect to the “Member nonrecourse debt” (which has the same meaning as the term “partner nonrecourse debt” in
Treasury Regulations Section 1.704-2(b)(4)) to which such Member nonrecourse deductions are attributable in accordance with Treasury
Regulations Section 1.704-2(i)(1).
(vii) The allocation provisions set forth in this Article 8 and the other provisions of this Agreement relating to the maintenance of
Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and will be interpreted and applied in a manner
consistent with such Treasury Regulations.
(viii) It is the intent of the Members that, to the extent possible, any special allocations of items of income, gain, loss or deductions
pursuant to Sections 8.01(c)(i), (ii), (iii), (iv), (v) and (vi) (the “ Regulatory Allocations ”) will be offset either with other Regulatory
Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 8.01(c)(viii).
The Tax Matters Member will make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it
deems appropriate so that the net amount of items allocated to each Member pursuant to Section 8.01(b) and this Section 8.01(c) will, to
the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of
Section 8.01(b) if such special allocations had not occurred. In exercising its discretion under this Section 8.01(c)(viii), the Tax Matters
Member will take into account
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