Comcast 2010 Annual Report Download - page 215

with respect to any asset the Gross Asset Value of which differs from its adjusted tax basis for federal income tax purposes at the beginning of
such Tax Year and which difference is being eliminated by use of the “remedial allocation method” as defined by Treasury Regulations
Section 1.704-3(d), Depreciation for such Tax Year shall be the amount of book basis recovered for such Tax Year under the rules prescribed by
Treasury Regulations Section 1.704-
3(d)(2), and (b) with respect to any other assets the Gross Asset Value that differs from its adjusted tax basis
for federal income tax purposes at the beginning of such Tax Year, Depreciation shall be an amount which bears the same ratio to such
beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Tax Year bears to
such beginning adjusted tax basis; provided , however , in the case of clause (b) above, if the adjusted tax basis for federal income tax purposes
of an asset at the beginning of such Tax Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using
any reasonable method selected by the Tax Matters Member unless such method could reasonably be expected to have an adverse effect on any
GE Member or any of its Affiliates that is material and disproportionate as to its effect on other Members or their Affiliates, in which case such
method shall not be selected without the consent of such GE Member, which consent shall not be unreasonably withheld or delayed.
“ EBITDA ” means, other than for purposes of Section 9.05(c), for any period, net income of any Person and its consolidated Subsidiaries
plus or minus, to the extent included in the calculation of net income for such period, and without duplication:
(a) extraordinary expenses or losses and unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise
includable as a separate item in the statement of such consolidated net income for such period, (x) non-
cash losses from dispositions of assets not
in the ordinary course of business and (y) goodwill or intangible asset impairment);
(b) any extraordinary income or gains and any unusual or non-recurring non-cash income or gains (including, whether or not otherwise
includable as a separate item in the statement of such consolidated net income for such period, gains on dispositions of assets not in the ordinary
course of business);
(c) restructuring charges deemed to be one time in nature (excluding charges incurred in the ordinary course of business), including
restructuring charges in connection with the Transactions (as defined in the NBCU Financing (as defined in the Master Agreement), the
Alternative Financing (as defined in the Master Agreement) and any amendments, supplements, modifications, extensions, renewals,
restatements or refundings thereof and any indentures, credit facilities, bridge facilities or commercial paper facilities that replace, refund or
refinance any part of the loans, notes, other credit facilities or commitments thereunder,
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