Comcast 2010 Annual Report Download - page 280

the election of GE, the IPO Purchase Right may be effected by sale of Units or HoldCo Shares or any combination of the foregoing; provided
that if GE has previously sold HoldCo Shares in connection with a HoldCo Redemption Right or a Comcast Purchase Right, such Public
Offering Purchase Right may be effected only by a sale of HoldCo Shares. Notwithstanding the immediately preceding sentence, if (i) Comcast
exercises an IPO Purchase Right and (ii) such IPO Purchase Right would not give Comcast the right to acquire securities representing all, but not
less than all, of GE’s Percentage Interest at such time, then Comcast may require that such IPO Purchase Right be effected first by a purchase of
Units (instead of HoldCo Shares) up to an amount such that, after giving effect to such purchase, the disposition by GE and its Subsidiaries of
their remaining HoldCo Shares at their allocable portion of Public Market Value will not result in GE and its Subsidiaries having a loss for U.S.
federal income tax purposes on the disposition of such shares that is disallowed by operation of Treasury Regulations Section 1.1502-36(c) (or
any successor provision) or as a result of any Change in Tax Law; provided that Comcast shall not be permitted to require that the IPO Purchase
Right be effected through the acquisition of Units to the extent that, after such purchase of Units and the accompanying purchase of HoldCo
Shares pursuant to the exercise of the IPO Purchase Right, (A) HoldCo would be a member of the GE consolidated group for U.S. federal
income tax purposes and (B) the aggregate bases of the members of GE’s consolidated group for U.S. federal income tax purposes in their
respective HoldCo Shares would be greater than the product of the Cushion Percentage and the allocable Public Market Value of such remaining
HoldCo Shares. At the time of a request by GE for registration under Section 2 or 3 of Exhibit D, the Chief Financial Officer of GE shall certify
to Comcast and the Company as to GE’s good faith estimate based on facts then known after due inquiry of (1) the aggregate bases of the
members of GE’s consolidated group in such members’ HoldCo Shares for U.S. federal income tax purposes as of the Relevant Time, (2) each
GE Member’s basis in its Units for U.S. federal income tax purposes as of the Relevant Time, (3) the maximum portion of HoldCo’s and
HoldCo’s Subsidiaries’ Units that could have been sold, as of the Relevant Time, at the Public Market Value without causing GE and its
Subsidiaries to recognize a loss on such sale that is disallowed pursuant to Treasury Regulations Section 1.1502-36(c) (or any successor
provision) or as a result of any Change in Tax Law and (4) a description of all facts (to the extent such facts would not be required to be recorded
by the Company on a properly completed IRS Form 1065 (Schedule K-1)) occurring between the Relevant Time and the date of certification, or
reasonably expected to occur prior to the consummation of the transactions pursuant to the IPO Purchase Right, that could have an effect on the
foregoing calculations during such time, in each case setting forth in reasonable detail the basis for such computation. The Chief Financial
Officer of GE shall deliver its certificate with respect to the matters described in clauses (1), (2) and (4) of the immediately preceding sentence
upon GE’s request for registration and its certificate with respect to the
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