SUCH PROSPECTUS DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING AND PROMPTLY THEREAFTER DELIVER TO THE STOCKHOLDER A
REASONABLE NUMBER OF COPIES OF THE SUPPLEMENT OR AMENDMENT OF SUCH PROSPECTUS
COMPLYING WITH THE FOREGOING, AND, IN THE CASE OF A POST-EFFECTIVE AMENDMENT TO
A REGISTRATION STATEMENT, USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE IT TO BE
DECLARED EFFECTIVE AS PROMPTLY AS IS REASONABLY PRACTICABLE.
(B)
THE ISSUER SHALL NOT BE REQUIRED TO FILE ANY REGISTRATION
STATEMENT PURSUANT TO THIS AGREEMENT, FILE ANY AMENDMENT THERETO, FURNISH ANY
SUPPLEMENT OR AMENDMENT TO A PROSPECTUS INCLUDED IN A REGISTRATION STATEMENT,
MAKE ANY OTHER FILING WITH THE COMMISSION, CAUSE ANY REGISTRATION STATEMENT OR
OTHER FILING WITH THE COMMISSION TO BECOME EFFECTIVE, OR TAKE ANY SIMILAR ACTION
(COLLECTIVELY, "REGISTRATION ACTIONS") AND MAY WITHDRAW ANY REGISTRATION
STATEMENT OR OTHER FILING WITH THE COMMISSION, AND ANY AND ALL SALES OF
REGISTRABLE SECURITIES BY A HOLDER THEREOF PURSUANT TO A REGISTRATION STATEMENT
SHALL BE SUSPENDED FOR A PERIOD OF TIME (EACH SUCH PERIOD, A "BLACKOUT PERIOD")
FOR SO LONG AS, IN THE GOOD FAITH JUDGMENT OF THE ISSUER (AS EVIDENCED BY A
CERTIFICATE OF AN OFFICER OF THE ISSUER), SUCH REGISTRATION ACTION WOULD
(I) MATERIALLY INTERFERE WITH BUSINESS ACTIVITIES OR PLANS OF THE ISSUER,
(II) ADVERSELY AFFECT THE ISSUER OR THE ISSUER'S TRADING MARKETS, (III) REQUIRE
THE DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION WHICH DISCLOSURE WOULD BE
DETRIMENTAL TO THE ISSUER, (IV) REQUIRE THE INCLUSION OF FINANCIAL STATEMENTS OF
THE ISSUER OR ANY BUSINESS ACQUIRED BY THE ISSUER THAT ARE NOT THEN AVAILABLE OR
(V) BE PROHIBITED BY THE COMCAST LETTER AGREEMENT FOR THE PERIODS SET FORTH
THEREIN. UPON THE OCCURRENCE OF ANY CONDITION DESCRIBED IN CLAUSE (I), (II),
(III), (IV) OR (V) OF THE FIRST SENTENCE OF THIS SECTION 6.3(B), THE ISSUER
SHALL GIVE PROMPT NOTICE THEREOF TO THE STOCKHOLDER IF IT INTENDS TO DELAY ANY
OF THE REGISTRATION ACTIONS AND/OR SUSPEND SALES OF REGISTRABLE SECURITIES. UPON
THE TERMINATION OF THE CONDITION DESCRIBED IN CLAUSE (I), (II), (III), (IV) OR
(V) OF THE FIRST SENTENCE OF THIS SECTION 6.3(B), THE ISSUER SHALL GIVE PROMPT
NOTICE TO THE STOCKHOLDER AND SHALL PROMPTLY PROCEED WITH THE REGISTRATION
ACTIONS AND MAKE ANY OTHER FILING WITH THE COMMISSION REQUIRED OF IT OR
TERMINATE ANY SUSPENSION OF SALES OR DISTRIBUTION IT HAS PUT INTO EFFECT AND
SHALL TAKE SUCH OTHER COMMERCIALLY REASONABLE ACTIONS TO PERMIT THE DISPOSITION
OF REGISTRABLE SECURITIES AS CONTEMPLATED BY THIS AGREEMENT.
(C)
IN THE EVENT THAT THE ISSUER DECLARES A BLACKOUT PERIOD PURSUANT
TO SECTION 6.3(B) WITH RESPECT TO THE DEMAND REGISTRATION, THE STOCKHOLDER SHALL
HAVE THE RIGHT TO REVOKE SUCH DEMAND REGISTRATION WITHOUT SUCH REQUEST COUNTING
AS A REVOCATION OF A DEMAND REGISTRATION FOR PURPOSES OF SECTION 4.2(D)
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AND WITHOUT ANY LIABILITY FOR REGISTRATION EXPENSES ARISING FROM, IN CONNECTION
WITH OR RELATING TO, SUCH