Comcast 2010 Annual Report Download - page 276

selected and appointed in the manner set forth in the final two sentences of Section 10.02(f). All fees and disbursements of the arbitrator shall be
paid by Comcast. In the event the arbitrator determines that the delivery of Qualifying Securities was deficient, Comcast shall promptly pay the
amount of such deficiency to HoldCo or GE, as applicable, in cash, by wire transfer of immediately available funds, plus interest from the date
of closing of the applicable HoldCo Redemption Right until the date on which such payment is made at a rate equal to LIBOR (as in effect on
the date of the commencement of such interest period).
(f) Notwithstanding anything to the contrary in this Agreement, if (i) Comcast elects to deliver Qualifying Securities in satisfaction of all or
any portion of its obligations pursuant to Section 9.02(d) and (ii) pursuant to Section 9.04(c)(i), the closing of the relevant HoldCo Redemption
Right would occur during a Comcast Blackout Period, then Comcast may elect to delay such closing until after such Comcast Blackout Period;
provided
that if Comcast so delays such closing, the Redemption Purchase Price payable in connection with such HoldCo Redemption Right
shall accrue interest from the latest date on which the closing of such HoldCo Redemption Right would otherwise have taken place pursuant to
Section 9.04(c)(i) until the date on which such closing takes place at a rate equal to LIBOR (as in effect on the date of the commencement of
such interest period).
(g) Prior to delivering any Qualifying Securities, (i) Comcast shall file a shelf registration statement registering the offer and sale of such
shares by GE or any GE Member that will permit GE or any GE Member to effect the immediate sale thereof without volume limitations or any
similar limitations (subject to the suspension periods set forth in Exhibit D, with references to the Company being understood to mean Comcast)
and (ii) such shelf registration statement shall have been declared effective. Comcast will keep such registration statement effective and will
comply with the registration procedures in Section 5 of Exhibit D hereto (as though such procedures were applicable to it, with references to the
Company being understood to mean Comcast) to permit GE or any GE Member to effect offers and sales of Qualifying Securities under such
registration statement at any time thereafter that GE or any GE Member continues to hold any Qualifying Securities (subject to the suspension
periods set forth in Exhibit D, with references to the Company being understood to mean Comcast) until the entire amount of Qualifying
Securities held by GE or any GE Member may be sold without any limitation as to volume under Rule 144 (or any successor or similar provision
then in force) under the Securities Act; provided that, notwithstanding the foregoing, Comcast shall be obligated to keep such shelf registration
statement effective until such time as the aggregate value of the Qualifying Securities held by GE or any GE Member (based on the average
closing sale price of the Qualifying Security on the principal exchange on which the Qualifying Security is listed or on the principal inter-dealer
quotation system on which the Qualifying Security is quoted during the preceding ten trading days)
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