Comcast 2010 Annual Report Download - page 289

Back-End Trigger Condition is satisfied with respect to such Roll-Up Right, then, in lieu of the consideration otherwise specified in this
Agreement to be paid in connection with such Roll-Up Right, Comcast, GE, HoldCo and the Company shall effect the transactions provided in
Exhibit E-1 hereto (collectively, the “ Back-End Transaction ”) and pay the consideration to be paid in the Back-End Transaction. For the
avoidance of doubt, if the Back-End Transaction occurs, the Back-End Transaction shall be effected in accordance with Exhibit E-1 hereto
irrespective of the requirements (other than any such requirements set forth in Exhibit E-1) that only HoldCo Shares are to be sold pursuant to
the applicable Roll-Up Right that triggered the Back-End Transaction. Comcast and GE shall cooperate in good faith in implementing the Back-
End Transaction (including, to the extent necessary, by amending this Agreement).
(b) In connection with the exercise of a Roll-
Up Right (which term shall include, for the purposes of this Section 9.08(b), a Second HoldCo
Redemption Right irrespective of whether it would give GE and HoldCo the right to sell all, but not less than all, of the remainder of GE’s
Percentage Interest at such time), and if such Roll-Up Right is exercised by GE, at the time of such exercise, 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 Roll-Up Purchase Price 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 Roll-Up 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
(A) upon the exercise of the Roll-Up Right if such Roll-Up Right is exercised by GE or HoldCo, as the case may be, and (B) 60 calendar days
before the date on which the Roll-Up Right described in clauses (i) and (ii) of the definition of Roll-Up Right may first be exercised if Comcast
has the right to exercise such Roll-Up Right; provided that if Comcast’s right to exercise such Roll-Up Right is triggered by any action by or on
behalf of GE or HoldCo, then such certificate shall be delivered upon the taking of such action by or on behalf GE or HoldCo, as the case may
be. The certificate with respect to the matters described in clause (3) of the first sentence of this
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