Common use of Obligation to Complete Clause in Contracts

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec and Roxio shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec may by written notice to Roxio elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec shall sublease or cause its applicable Subsidiary to sublease to Roxio or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec does not make an election pursuant to Section 1.6(b) above, Adaptec may elect by written notice to Roxio to require Roxio or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec (the "NOTICE DATE"), in which case Roxio shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec Agilent and Roxio Keysight shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) 15 days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) 10 days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) 15 days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.12(a), Adaptec Agilent may by written notice to Roxio Keysight elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary Keysight for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec Agilent makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 2.10 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec Agilent shall sublease or cause its applicable Subsidiary to sublease to Roxio or its applicable Subsidiary Keysight the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Leaseaccordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.12(a) and Adaptec Agilent does not make an election pursuant to Section 1.6(b2.12(b) above, Adaptec Agilent may elect by written notice to Roxio Keysight to require Roxio or its applicable Subsidiary Keysight to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec Agilent (the "NOTICE DATE"“Notice Date”), in which case Roxio Keysight shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec Agilent and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary Keysight vacates the relevant PropertyProperty in accordance with and pursuant to the Separation Agreement. (d) If, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken Keysight Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may by written notice to Agilent elect to apply to the relevant Landlord against Adaptec or its Subsidiary with respect for consent to any breach by Adaptec or its Subsidiary sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in permitting Roxio question, Keysight shall sublease or cause its applicable Subsidiary to so occupy sublease to Agilent the relevant Property without obtaining in accordance with Section 2.6. (e) If the required Lease Consent. Neither Roxio nor parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and its applicable Subsidiary shall be entitled to make any claim or demand from and against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any all reasonable costs, claims, losses, claims, liabilities or and damages incurred by Roxio or its applicable Subsidiary as a consequence in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of being obliged the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiarySeparation Agreement.

Obligation to Complete. (a) If, with respect to any Leased Property, Enterprise Leased Property, Sublease Property or Enterprise Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec HP and Roxio Enterprise shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property or Enterprise Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.12(a), Adaptec the Responsible Party may by written notice to Roxio the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary the other party for the remainder of the Relevant Lease term less three one (31) days day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec the Responsible Party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 2.10 and 2.11, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec the Responsible Party shall sublease or cause its applicable Subsidiary to sublease to Roxio the other party or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Leaseaccordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.12(a) and Adaptec the Responsible Party does not make an election pursuant to Section 1.6(b2.12(b) above, Adaptec the Responsible Party may elect by written notice to Roxio the other party to require Roxio or its applicable Subsidiary the other party to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec the Responsible Party (the "NOTICE DATE"“Notice Date”), in which case Roxio the other party shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec the Responsible Party and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Go Live Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary such other party vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec the Responsible Party or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec the Responsible Party or its Subsidiary with respect to any breach by Adaptec the Responsible Party or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary the other party to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary The other party shall not be entitled to make any claim or demand against or obtain reimbursement from Adaptec the Responsible Party or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary the other party as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable Subsidiarythe other party.

Obligation to Complete. (a) If, with respect to any Houston Leased Property, Seattle Leased Property, Houston Sublease Property or Seattle Sublease Property, at any time the relevant Lease Consent is lawfully formally and unconditionally refused in writing, Adaptec Houston, Miami and Roxio Seattle shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both partieseach party. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (bSection 2.12(b) and (c) of this section below). (b) If, with respect to any Houston Leased Property or Seattle Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.12(a), Adaptec the Responsible Party may by written notice to Roxio the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary the other party for the remainder of the Relevant Lease term less three one (31) days day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec the Responsible Party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 2.10 and Section 2.11, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec the Responsible Party shall sublease or cause its applicable Subsidiary to sublease to Roxio the other party or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Leaseaccordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.12(a) and Adaptec the Responsible Party does not make an election pursuant to Section 1.6(b) above2.12(b), Adaptec the Responsible Party may elect by written notice to Roxio the other party to require Roxio or its applicable Subsidiary the other party to vacate the relevant Property immediately or by such reasonable date, which date shall allow a reasonable opportunity to make the appropriate practical arrangements to vacate the Property (considering the impact to both the Responsible Party and the other date party involved), as may be specified in the notice served by Adaptec the Responsible Party (the "NOTICE DATE"“Notice Date”), in which case Roxio the other party shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiaryDate.

Obligation to Complete. (a) If, with respect to any Leased Property or Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec HP and Roxio Agilent shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a1.7(a), Adaptec HP may by written notice to Roxio Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary Agilent for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec HP makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 1.6 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec HP shall sublease or cause its applicable Subsidiary to sublease to Roxio or its applicable Subsidiary Agilent the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Leaseaccordance with Section 1.3. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a1.7(a) and Adaptec HP does not make an election pursuant to Section 1.6(b1.7(b) above, Adaptec HP may elect by written notice to Roxio Agilent to require Roxio or its applicable Subsidiary Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec HP (the "NOTICE DATENotice Date"), in which case Roxio Agilent shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec HP and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary Agilent vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec HP or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec HP or its Subsidiary with respect to any breach by Adaptec HP or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary Agilent to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary Agilent shall not be entitled to make any claim or demand against or obtain reimbursement from Adaptec HP or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary Agilent as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiaryAgilent.

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Adaptec and Roxio the Parties shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, resolve based on the relative importance of the applicable Leased Property to the operations of each partythe Spinco Business, including, without limitation, the size of the applicable Spinco Property, the number of employees of each party at the applicable Property Spinco Property, the value of assets associated with the Spinco Property, the cost to relocate, and the potential risk and liability to each party Party in the event an any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include assigning at the appropriate entity level, providing a parent guaranty if required by the applicable landlord, consideration of alternate structures to accommodate the needs of both parties each Party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, Lease and restructuring a proposed lease assignment to be a sublease and relocating one partysublease, license or other similar agreement. If a sublease, license or other similar agreement is the parties are unable to agree agreed upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described abovestructure, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers Remainco shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec may by written notice to Roxio elect to apply to the relevant Landlord for consent to sublease or license all of the relevant Leased Property to Roxio or its the applicable Subsidiary Spinco Asset Transferee for the remainder of the Relevant Lease term less three one (31) days day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec Remainco makes such an election, until such time as the relevant Lease Consent is obtained and a sublease sublease, license or other similar agreement is completed, the provisions of Section 1.5 2.5 will apply and, on the grant of the Lease Consent required to sublease for the Leased Property in question, Adaptec the applicable Asset Transferor shall sublease or cause its license to the applicable Subsidiary to sublease to Roxio or its applicable Subsidiary Spinco Asset Transferee the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant LeaseLeased Property. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec does not make an election pursuant to Section 1.6(b) above, Adaptec may elect by written notice to Roxio to require Roxio or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec (the "NOTICE DATE"), in which case Roxio shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Houston Leased Property, ▇▇▇▇▇▇▇ Leased Property, Houston Sublease Property or ▇▇▇▇▇▇▇ Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec Houston, Computer Sciences Corporation, a Nevada corporation, and Roxio ▇▇▇▇▇▇▇ shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both partieseach party. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Houston Leased Property or ▇▇▇▇▇▇▇ Leased Property, the parties are unable to agree upon the allocation of a Houston Property as set forth in Section 1.6(a2.12(a), Adaptec the Responsible Party may by written notice to Roxio the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary the other party for the remainder of the Relevant Lease term less three one (31) days day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec the Responsible Party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 2.10 and 2.11, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec the Responsible Party shall sublease or cause its applicable Subsidiary to sublease to Roxio the other party or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Leaseaccordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.12(a) and Adaptec the Responsible Party does not make an election pursuant to Section 1.6(b2.12(b) above, Adaptec the Responsible Party may elect by written notice to Roxio the other party to require Roxio or its applicable Subsidiary the other party to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec the Responsible Party (the "NOTICE DATE"“Notice Date”), in which case Roxio the other party shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiaryDate.

Obligation to Complete. (a) If, with respect to any Relevant Leased Property, at any time the relevant Lease Consent to Assignment is formally and unconditionally refused in writing, Adaptec and Roxio Eaton shall commence good faith negotiations and use commercially its reasonable commercial efforts to determine how obtain the relevant Landlord's Consent to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms Sublease all of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec may by written notice to Roxio elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio Axcelis or its applicable Subsidiary for the remainder of the Relevant Lease Eato▇'▇ ▇▇▇se term less three (3) days at a rent equal to the rent from time to time under the Relevant LeaseEato▇'▇ ▇▇▇se, but otherwise on substantially the same terms and conditions as the Relevant LeaseEato▇'▇ ▇▇▇se. If Adaptec makes such an election, until Until such time as the relevant Lease Consent to Sublease is obtained and a sublease is completed, the provisions of Section 1.5 1.4 will apply and, on apply. On the grant of the Lease Consent to Sublease required to sublease the Relevant Leased Property in questionProperty, Adaptec Eaton shall sublease or cause its applicable Subsidiary to sublease to Roxio Axcelis or its applicable Subsidiary the relevant Relevant Leased Property which sublease shall be for the remainder of Eato▇'▇ ▇▇▇se term and less three (3) days at the rent set forth in the Relevant Lease Eato▇'▇ ▇▇▇se and otherwise on the terms of Eato▇'▇ ▇▇▇se, and Axcelis or its applicable Subsidiary will indemnify, defend, protect and hold harmless Eaton or its applicable Subsidiary from any and all losses, costs, claims, damages and liabilities arising under the Relevant Lease, including without limitation, relating to the condition of the relevant Property at the termination of the Relevant Lease term. (cb) If the parties are unable Consent to agree upon the allocation of a Property as set forth Sublease is formally and unconditionally refused in Section 1.6(a) and Adaptec does not make an election pursuant to Section 1.6(b) abovewriting, Adaptec Eaton may elect by written notice to Roxio Axcelis to require Roxio Axcelis or its applicable Subsidiary to vacate the relevant Relevant Leased Property immediately or by such other date as may be specified in the notice served by Adaptec Eaton (the "NOTICE DATE"), in which case Roxio Axcelis shall vacate or cause its applicable Subsidiary to vacate the relevant Relevant Leased Property on the Notice Date but shall indemnify Adaptec Eaton and its applicable Subsidiary from and against any and all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease ConsentLeased Property. Neither Roxio Axcelis nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec Eaton or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio Axcelis or its applicable Subsidiary as a consequence of being obliged to vacate the Relevant Leased Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio Axcelis or its applicable Subsidiary. Alternatively, Eaton may consent to the continued occupancy of the Relevant Leased Property without the Landlord's consent, in which event Axcelis shall be obligated as provided in Section 1.4(b) hereof and shall indemnify, defend, protect and hold harmless Eaton and its applicable Subsidiary from and against any and all losses, costs, claims, damages and liabilities arising in connection with any Landlord Action.

Obligation to Complete. (a) If, with respect to any Leased Relevant Lease for a Remainco Retained Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Adaptec Remainco and Roxio ▇▇▇▇▇▇ Partner shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, address such Relevant Lease based on the relative importance of the applicable Leased Property to the operations of each partythe Remainco Retained Business, including the size of the applicable Leased Property, the number of employees of each party employed at the applicable Property Leased Property, the value of assets associated with the applicable Leased Property, the cost to relocate and the potential risk and liability Liability to each party in the event an Party if any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall may include assigning such Relevant Lease to another Remainco Asset Transferee, providing a guaranty or replacement guaranty, as applicable, consideration of alternate structures to accommodate the needs of both parties each Party and the allocation of the costs thereof, including entering into amendments of modifying the size, term or other terms of the Relevant Lease, restructuring a proposed lease Lease and converting the assignment to be a sublease and relocating one partysublease, license or other similar agreement. If the parties are unable Remainco and ▇▇▇▇▇▇ Partner decide to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described abovepropose a sublease, then either party maylicense or other similar agreement, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers Spinco shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec may by written notice to Roxio elect to apply to the relevant Landlord for consent to sublease a sublease, license or similar agreement with respect to all of the relevant Leased Property to Roxio or its the applicable Subsidiary Remainco Asset Transferee for the remainder of the Relevant Lease term less three one (31) days day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec makes such an election, until Until such time as the relevant Lease Consent is obtained and a sublease sublease, license or other similar agreement is completed, the provisions of Section 1.5 will 3.1 shall apply and, on the grant of the Lease Consent required to sublease for the applicable Leased Property in questionProperty, Adaptec the applicable Asset Transferor shall sublease or cause its license the applicable Subsidiary to sublease to Roxio or its applicable Subsidiary the relevant Leased Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec does not make an election pursuant to Section 1.6(b) above, Adaptec may elect by written notice to Roxio to require Roxio or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec (the "NOTICE DATE"), in which case Roxio shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including applicable Remainco Asset Transferee or enter into a similar agreement with the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary Remainco Asset Transferee with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiaryRemainco Retained Property.

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec MRV and Roxio Optical Access shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec MRV may by written notice to Roxio Optical Access elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio Optical Access or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec MRV makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec MRV shall sublease or cause its applicable Subsidiary to sublease to Roxio Optical Access or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec MRV does not make an election pursuant to Section 1.6(b) above, Adaptec MRV may elect by written notice to Roxio Optical Access to require Roxio Optical Access or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec MRV (the "NOTICE DATENotice Date"), in which case Roxio Optical Access shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec MRV and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio Optical Access or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable Subsidiary.and

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec LSI Logic and Roxio SSI shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten five (105) business days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen five (155) business days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec LSI Logic may by written notice to Roxio SSI elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary SSI for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec LSI Logic makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec LSI Logic shall sublease or cause its applicable Subsidiary to sublease to Roxio or its applicable Subsidiary SSI the relevant Property Property, which sublease shall be for the a term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec LSI Logic does not make an election pursuant to Section 1.6(b) above, Adaptec LSI Logic may elect by written notice to Roxio SSI to require Roxio or its applicable Subsidiary SSI to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec LSI Logic (the "NOTICE DATE"“Notice Date”), in which case Roxio SSI shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec LSI Logic and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio SSI or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec LSI Logic or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec LSI Logic or its Subsidiary with respect to any breach by Adaptec LSI Logic or its Subsidiary of the Relevant Lease in permitting Roxio SSI or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio SSI nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec LSI Logic or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio SSI or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio SSI or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Leased Relevant Lease for a Spinco Assigned Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Adaptec Remainco and Roxio Buyer shall, or shall cause another member of the Buyer Group to, commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, address such Relevant Lease based on the relative importance of the applicable Leased Property to the operations of each partythe Spinco Business, including the size of the applicable Leased Property, the number of employees of each party employed at the applicable Property Leased Property, the value of assets associated with the applicable Leased Property, the cost to relocate and the potential risk and liability Liability to each party in the event an of Remainco and Spinco if any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall may include assigning such Relevant Lease to another Spinco Asset Transferee, providing a guaranty or replacement guaranty, as applicable, consideration of alternate structures to accommodate the needs of both parties each of Remainco and Spinco and the allocation of the costs thereof, including entering into amendments of modifying the size, term or other terms of the Relevant Lease, restructuring a proposed lease Lease and converting the assignment to be a sublease and relocating one partysublease, license or other similar agreement. If the parties are unable Remainco and Buyer decide to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described abovepropose a sublease, then either party maylicense or other similar agreement, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers Remainco shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec may by written notice to Roxio elect to apply to the relevant Landlord for consent to sublease a sublease, license or similar agreement with respect to all of the relevant Leased Property to Roxio or its the applicable Subsidiary Spinco Asset Transferee for the remainder of the Relevant Lease term less three one (31) days day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec makes such an election, until Until such time as the relevant Lease Consent is obtained and a sublease sublease, license or other similar agreement is completed, the provisions of Section 1.5 will 2.1 shall apply and, on the grant of the Lease Consent required to sublease for the applicable Leased Property in questionProperty, Adaptec the applicable Asset Transferor shall sublease or cause its license the applicable Subsidiary to sublease to Roxio or its applicable Subsidiary the relevant Leased Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec does not make an election pursuant to Section 1.6(b) above, Adaptec may elect by written notice to Roxio to require Roxio or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec (the "NOTICE DATE"), in which case Roxio shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including applicable Spinco Asset Transferee or enter into a similar agreement with the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary Spinco Asset Transferee with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiarySpinco Assigned Property.

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec 3Com and Roxio Palm shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec 3Com may by written notice to Roxio Palm elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio Palm or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec 3Com makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec 3Com shall sublease or cause its applicable Subsidiary to sublease to Roxio Palm or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec 3Com does not make an election pursuant to Section 1.6(b) above, Adaptec 3Com may elect by written notice to Roxio Palm to require Roxio Palm or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec 3Com (the "NOTICE DATE"), in which case Roxio Palm shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec 3Com and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio Palm or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec 3Com or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec 3Com or its Subsidiary with respect to any breach by Adaptec 3Com or its Subsidiary of the Relevant Lease in permitting Roxio Palm or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio Palm nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec 3Com or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio Palm or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio Palm or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Moon Leased Property, SpinCo Leased Property, Moon Sublease Property, SpinCo Sublease Property, Moon Shared Service Property, SpinCo Shared Service Property, or Split Lease Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Adaptec Moon, Clover and Roxio SpinCo shall commence good faith negotiations and use commercially reasonable best efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an any enforcement action is brought by the applicable Landlord. Such commercially reasonable best efforts shall include consideration of alternate structures to accommodate the needs of both parties each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both partieseach party. In such event, the Chief Financial Officers shall use commercially reasonable best efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (bSection 2.15(b) and (c) of this section below). (b) If, with respect to any Moon Leased Property, SpinCo Leased Property or Split Lease Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.15(a), Adaptec the party named as tenant under the Relevant Lease or Pre-Split Lease, as applicable, may by written notice to Roxio the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary the other party for the remainder of the Relevant Lease term less three one (31) days day at a rent equal to the rent from time to time under the Relevant Lease or Pre-Split Lease, as applicable, but otherwise on substantially the same terms and conditions as the Relevant Lease or Pre-Split Lease, as applicable. If Adaptec such party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 2.13 and Section 2.14, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec the named tenant shall sublease or cause its applicable Subsidiary to sublease to Roxio the other party or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Leaseaccordance with Section 2.5 or Section 2.6, as applicable. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.15(a) and, as to any Moon Leased Property, SpinCo Leased Property, Moon Subleased Property, SpinCo Subleased Property or Split Lease Property, and Adaptec does not make neither party makes an election pursuant to Section 1.6(b2.15(b) aboveor if the Landlord does not grant the relevant Lease Consent referenced in Section 2.15(b), Adaptec then the entity named on the Relevant Lease or the Pre-Split Lease, as applicable, may elect by written notice to Roxio the other party to require Roxio or its applicable Subsidiary the other party to vacate the relevant Property immediately or by such other a date certain, which date shall allow a reasonable opportunity to make the appropriate practical arrangements to vacate the Property (considering the impact to both Moon and SpinCo), as may be specified in the notice served by Adaptec (the "NOTICE DATE"“Notice Date”), in which case Roxio the recipient of such notice shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiaryDate.

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec MRV and Roxio Luminent shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec MRV may by written notice to Roxio Luminent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio Luminent or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec MRV makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec MRV shall sublease or cause its applicable Subsidiary to sublease to Roxio Luminent or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec MRV does not make an election pursuant to Section 1.6(b) above, Adaptec MRV may elect by written notice to Roxio Luminent to require Roxio Luminent or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec MRV (the "NOTICE DATENotice Date"), in which case Roxio Luminent shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec MRV and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable Subsidiary.the

Obligation to Complete. (a) If, with respect to any Leased PropertyRelevant Lease, at any time the relevant a Lease Consent is formally and unconditionally refused in writing, Adaptec Cadence and Roxio Tality shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Leased Property, based on the relative importance of the applicable such Leased Property to the operations of each party, the size of the applicable such Leased Property, the number of employees of each party at the applicable such Leased Property and the potential risk and liability to each party in the event if an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the such Leased Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the such Leased Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable such Leased Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable such Leased Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a such Leased Property as set forth in Section 1.6(a2.7(a), Adaptec Cadence may by written notice to Roxio the Partnership elect to apply to the relevant Landlord for consent to sublease all of the relevant such Leased Property to Roxio the Partnership or its applicable Subsidiary for the remainder of the Relevant Lease term term, less three (3) days days, at a rent equal to the rent from time to time under the Relevant Lease, but and otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec Cadence makes such an election, then, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 2.6 will apply and, on upon the grant of the Lease Consent required to sublease the such Leased Property in questionProperty, Adaptec Cadence shall sublease or cause its applicable Subsidiary to sublease to Roxio the Partnership or its applicable Subsidiary the relevant Property such Leased Property, which sublease shall be for the term (less three days) and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Leased Property as set forth in Section 1.6(a2.7(a) and Adaptec Cadence does not make an election pursuant to Section 1.6(b2.7(b) above, Adaptec then Cadence may elect by written notice to Roxio the Partnership to require Roxio the Partnership or its applicable Subsidiary to vacate the relevant such Leased Property immediately or by such other date as may be specified in the notice served by Adaptec Cadence (the "NOTICE DATE"), in which case Roxio the Partnership shall vacate or cause its applicable Subsidiary to vacate the relevant such Leased Property on the Notice Date but shall indemnify Adaptec Cadence and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant such Leased Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio the Partnership or its applicable Subsidiary vacates the relevant such Leased Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec Cadence or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec Cadence or its Subsidiary with respect to any breach by Adaptec Cadence or its Subsidiary of the Relevant Lease in permitting Roxio the Partnership or its applicable Subsidiary to so occupy the such Leased Property without obtaining the required Lease Consent. Neither Roxio the Partnership nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec Cadence or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio the Partnership or its applicable Subsidiary as a consequence of being obliged to vacate the such Leased Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio the Partnership or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Leased PropertyRelevant Lease, at any time the relevant a Lease Consent is formally and unconditionally refused in writing, Adaptec Cadence and Roxio Tality shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Leased Property, based on the relative importance of the applicable such Leased Property to the operations of each party, the size of the applicable such Leased Property, the number of employees of each party at the applicable such Leased Property and the potential risk and liability to each party in the event if an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the such Leased Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the such Leased Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable such Leased Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable such Leased Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a such Leased Property as set forth in Section 1.6(a2.7(a), Adaptec Cadence may by written notice to Roxio the Partnership elect to apply to the relevant Landlord for consent to sublease all of the relevant such Leased Property to Roxio the Partnership or its applicable Subsidiary for the remainder of the Relevant Lease term term, less three (3) days days, at a rent equal to the rent from time to time under the Relevant Lease, but and otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec Cadence makes such an election, then, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 2.6 will apply and, on upon the grant of the Lease Consent required to sublease the such Leased Property in questionProperty, Adaptec Cadence shall sublease or cause its applicable Subsidiary to sublease to Roxio the Partnership or its applicable Subsidiary the relevant Property such Leased Property, which sublease shall be for the term (less three days) and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Leased Property as set forth in Section 1.6(a2.7(a) and Adaptec Cadence does not make an election pursuant to Section 1.6(b2.7(b) above, Adaptec then Cadence may elect by written notice to Roxio the Partnership to require Roxio the Partnership or its applicable Subsidiary to vacate the relevant such Leased Property immediately or by such other date as may be specified in the notice served by Adaptec Cadence (the "NOTICE DATENotice Date"), in which case Roxio the Partnership shall vacate or cause its applicable Subsidiary to vacate the relevant such Leased Property on the Notice Date but shall indemnify Adaptec Cadence and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant such Leased Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio the Partnership or its applicable Subsidiary vacates the relevant such Leased Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec Cadence or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec Cadence or its Subsidiary with respect to any breach by Adaptec Cadence or its Subsidiary of the Relevant Lease in permitting Roxio the Partnership or its applicable Subsidiary to so occupy the such Leased Property without obtaining the required Lease Consent. Neither Roxio the Partnership nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec Cadence or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio the Partnership or its applicable Subsidiary as a consequence of being obliged to vacate the such Leased Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio the Partnership or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec MAG and Roxio MercFuel shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec MAG may by written notice to Roxio MercFuel elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio MercFuel or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec MAG makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec MAG shall sublease or cause its applicable Subsidiary to sublease to Roxio MercFuel or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec MAG does not make an election pursuant to Section 1.6(b) above, Adaptec MAG may elect by written notice to Roxio MercFuel to require Roxio MercFuel or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec MAG (the "NOTICE DATENotice Date"), in which case Roxio MercFuel shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec MAG and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio MercFuel or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec MAG or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec MAG or its Subsidiary with respect to any breach by Adaptec MAG or its Subsidiary of the Relevant Lease in permitting Roxio MercFuel or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio MercFuel nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec MAG or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio MercFuel or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio MercFuel or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec LSI Logic and Roxio SSI shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten five (105) business days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen five (155) business days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec LSI Logic may by written notice to Roxio SSI elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary SSI for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec LSI Logic makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec LSI Logic shall sublease or cause its applicable Subsidiary to sublease to Roxio or its applicable Subsidiary SSI the relevant Property Property, which sublease shall be for the a term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec LSI Logic does not make an election pursuant to Section 1.6(b) above, Adaptec LSI Logic may elect by written notice to Roxio SSI to require Roxio or its applicable Subsidiary SSI to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec LSI Logic (the "NOTICE DATENotice Date"), in which case Roxio SSI shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec LSI Logic and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio SSI or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec LSI Logic or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec LSI Logic or its Subsidiary with respect to any breach by Adaptec LSI Logic or its Subsidiary of the Relevant Lease in permitting Roxio SSI or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio SSI nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec LSI Logic or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio SSI or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio SSI or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec 3Com and Roxio Palm shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec 3Com may by written notice to Roxio Palm elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio Palm or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec 3Com makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec 3Com shall sublease or cause its applicable Subsidiary to sublease to Roxio Palm or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec 3Com does not make an election pursuant to Section 1.6(b) above, Adaptec 3Com may elect by written notice to Roxio Palm to require Roxio Palm or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec 3Com (the "NOTICE DATENotice Date"), in which case Roxio Palm shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec 3Com and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio Palm or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec 3Com or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec 3Com or its Subsidiary with respect to any breach by Adaptec 3Com or its Subsidiary of the Relevant Lease in permitting Roxio Palm or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio Palm nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec 3Com or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio Palm or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio Palm or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec and Roxio shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance Rehabilitation of the applicable Property Apartment Complex TC "6.11 Obligation to Complete the operations of each party, the size Rehabilitation of the applicable Property, the number of employees of each party at the applicable Property Apartment Complex" \f C \l "2" The General Partners and the potential risk Developer shall complete the rehabilitation of the Apartment Complex substantially in accordance with the plans and liability specifications approved by the Lenders and/or any Agency and all requirements necessary to each party obtain the required certificates of occupancy for dwelling units, or cause the same to be completed, in a good and workmanlike manner, free and clear of all mechanics', materialmen's or similar liens, and shall equip the Apartment Complex or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, including refrigerators and ranges, and shall cause all necessary certificates of occupancy for all apartment units in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment Apartment Complex to be a sublease and relocating one partyobtained, all in accordance with the Project Documents. If the parties are unable to agree upon an allocation proceeds of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such eventConstruction and Permanent Mortgages, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation net rental income, if any, of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If Apartment Complex generated prior to Rental Achievement and which is permitted by the parties are unable Lenders and/or any Agency to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers be utilized for any of the parties as described abovepurposes hereinafter set forth, the disposition Capital Contribution of the applicable Property and Investment Limited Partner, the risks associated therewith shall be allocated between Capital Contributions of the parties as General Partners in the amounts set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property on Schedule A as set forth in Section 1.6(a), Adaptec may by written notice to Roxio elect to apply to the relevant Landlord for consent to sublease all of the relevant Property Admission Date, and any insurance proceeds arising out of casualties prior to Roxio or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent Rental Achievement as available from time to time are insufficient to (i) acquire and complete the rehabilitation of the Apartment Complex and satisfy all other obligations, all as provided in the first sentence of this Section 6.11, (ii) pay the Construction and Development Fee, (iii) arrive at Permanent Mortgage Commencement in conformity with the Project Documents, (iv) discharge all Partnership liabilities and obligations arising out of any casualty giving rise to any such insurance proceeds, and (v) provide for all other payments and expenses required to be made or incurred through Rental Achievement, including the funding of any reserves required hereunder or under any other Project Document and the repayment in full of all obligations under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completedConstruction Mortgage, the provisions of Section 1.5 will apply andGeneral Partners in their capacity as developers shall be responsible for and obligated to pay such deficiencies and shall, on to the grant extent permitted under the Project Documents and any applicable regulations or requirements of the Lease Consent required Lenders and/or any Agency, be reimbursed at or prior to sublease Rental Achievement only out of the Leased Property proceeds designated in question, Adaptec this sentence available from time to time after payment of all costs described in this sentence. Any amounts not reimbursed through Rental Achievement or from the proceeds of the Capital Contribution of the Investment Limited Partner as provided in Section 5.1 shall sublease not be reimbursable or cause its applicable Subsidiary to sublease to Roxio or its applicable Subsidiary otherwise change the relevant Property which sublease Interest of any Person in the Partnership but shall be for borne by the term and rent set forth General Partners in their capacity as developers; provided, however, that, notwithstanding the foregoing, to the extent any such amounts represent items which are properly included in the Relevant Lease Partnership's Qualified Basis and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth result in Section 1.6(a) and Adaptec does not make an election pursuant to Section 1.6(b) above, Adaptec may elect by written notice to Roxio to require Roxio or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified increase in the notice served by Adaptec amount of Tax Credit allocated and available to the Partnership over and above the amount of Tax Credit required in order to achieve State Designation (the "NOTICE DATEIncludable Items"), the General Partners shall make an additional Capital Contribution in which case Roxio the amount of the Includable Items and the Partnership shall vacate or cause its applicable Subsidiary utilize the proceeds of such additional Capital Contribution to vacate pay the relevant Property on Includable Items. In the Notice Date but event that the General Partners and/or the Developer shall indemnify Adaptec fail to fund any such deficiency as required by this Section 6.11, an amount not in excess of the unpaid portion of the Construction and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation Development Fee due to the relevant Property arising from and including Developer, the Separation Date General Partners or any of their Affiliates under Section 6.12 or any other provision hereof shall be applied by the Partnership to and including the later meet such obligation of the Notice Date and date on which Roxio General Partners and/or the Developer, and, to the extent there may still be a deficiency, any amounts otherwise payable as the Partnership Management Fee or its applicable Subsidiary vacates distributable to the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect General Partners pursuant to any enforcement action taken by Article X shall also be so applied. Any such application of funds as described in the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary immediately preceding sentence shall constitute a payment of the Relevant Lease in permitting Roxio amount of the Fee or its applicable Subsidiary such other item which such funds had been earmarked to so occupy pay, and the Property without obtaining obligation of the required Lease Consent. Neither Roxio nor its applicable Subsidiary General Partners and/or the Developer to advance such amount under this Section 6.11 shall be entitled satisfied to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence the extent of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable Subsidiarysuch application.

Obligation to Complete. (a) If, with respect to any Moon Leased Property, SpinCo Leased Property, Moon Sublease Property or SpinCo Sublease Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Adaptec Moon, Clover and Roxio SpinCo shall commence good faith negotiations and use commercially reasonable best efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an any enforcement action is brought by the applicable Landlord. Such commercially reasonable best efforts shall include consideration of alternate structures to accommodate the needs of both parties each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both partieseach party. In such event, the Chief Financial Officers shall use commercially reasonable best efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (bSection 2.12(b) and (c) of this section below). (b) If, with respect to any Moon Leased Property or SpinCo Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.12(a), Adaptec the party named as tenant under the Relevant Lease may by written notice to Roxio the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary the other party for the remainder of the Relevant Lease term less three one (31) days day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec such party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 2.10 and Section 2.11, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Adaptec the named tenant shall sublease or cause its applicable Subsidiary to sublease to Roxio the other party or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Leaseaccordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a2.12(a) and, as to any Moon Leased Property, SpinCo Leased Property, Moon Subleased Property or SpinCo Subleased Property, and Adaptec does not make neither party makes an election pursuant to Section 1.6(b2.12(b) aboveor if the Landlord does not grant the relevant Lease Consent referenced in Section 2.12(b), Adaptec then the entity named on the Relevant Lease may elect by written notice to Roxio the other party to require Roxio or its applicable Subsidiary the other party to vacate the relevant Property immediately or by such other a date certain, which date shall allow a reasonable opportunity to make the appropriate practical arrangements to vacate the Property (considering the impact to both Moon and SpinCo), as may be specified in the notice served by Adaptec (the "NOTICE DATE"“Notice Date”), in which case Roxio the recipient of such notice shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiaryDate.

Obligation to Complete. (a) If, with respect to any Leased Relevant Lease for a Remainco Retained Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Adaptec Remainco and Roxio Buyer shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, address such Relevant Lease based on the relative importance of the applicable Leased Property to the operations of each partythe Remainco Retained Business, including the size of the applicable Leased Property, the number of employees of each party employed at the applicable Property Leased Property, the value of assets associated with the applicable Leased Property, the cost to relocate and the potential risk and liability Liability to each party in the event an of Remainco and Spinco if any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall may include assigning such Relevant Lease to another Remainco Asset Transferee, providing a guaranty or replacement guaranty, as applicable, consideration of alternate structures to accommodate the needs of both parties each of Remainco and Spinco and the allocation of the costs thereof, including entering into amendments of modifying the size, term or other terms of the Relevant Lease, restructuring a proposed lease Lease and converting the assignment to be a sublease and relocating one partysublease, license or other similar agreement. If the parties are unable Remainco and Buyer decide to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described abovepropose a sublease, then either party maylicense or other similar agreement, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers Spinco shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec may by written notice to Roxio elect to apply to the relevant Landlord for consent to sublease a sublease, license or similar agreement with respect to all of the relevant Leased Property to Roxio or its the applicable Subsidiary Remainco Asset Transferee for the remainder of the Relevant Lease term less three one (31) days day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec makes such an election, until Until such time as the relevant Lease Consent is obtained and a sublease sublease, license or other similar agreement is completed, the provisions of Section 1.5 will 3.1 shall apply and, on the grant of the Lease Consent required to sublease for the applicable Leased Property in questionProperty, Adaptec the applicable Asset Transferor shall sublease or cause its license the applicable Subsidiary to sublease to Roxio or its applicable Subsidiary the relevant Leased Property which sublease shall be for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec does not make an election pursuant to Section 1.6(b) above, Adaptec may elect by written notice to Roxio to require Roxio or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Adaptec (the "NOTICE DATE"), in which case Roxio shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including applicable Remainco Asset Transferee or enter into a similar agreement with the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary Remainco Asset Transferee with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiaryRemainco Retained Property.

Obligation to Complete. the Rehabilitation of the Apartment Complex (a) If, with respect to any Leased Property, at any time The General Partners shall complete the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec and Roxio shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance rehabilitation of the applicable Property Apartment Complex substantially in accordance with the plans and specifications approved by the Lenders and all requirements necessary to obtain the operations required certificates of each partyoccupancy for dwelling units, or cause the size same to be completed, in a good and workmanlike manner, free and clear of all mechanics', materialmen's or similar liens, and shall equip the applicable PropertyApartment Complex or cause the same to be equipped with all necessary and appropriate fixtures, the number equipment and articles of employees personal property, including refrigerators and ranges, and shall cause all necessary certificates of each party at the applicable Property and the potential risk and liability to each party occupancy for all apartment units in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment Apartment Complex to be a sublease and relocating one partyobtained, all in accordance with the Project Documents. If the parties are unable to agree upon an allocation proceeds of the Property within fifteen Construction and Permanent Mortgages, the net rental income, if any, of the Apartment Complex generated prior to the later of Permanent Mortgage Commencement or the Admission Date and which is permitted by the Lenders to be utilized for any of the purposes hereinafter set forth, the Capital Contribution of the Investment Limited Partner, the Capital Contributions of the General Partners in the amounts set forth on Schedule A as of the Admission Date, and any insurance proceeds arising out of casualties prior to the later of Permanent Mortgage Commencement or the Admission Date as available from time to time are insufficient to (15i) days acquire and complete the construction of the Apartment Complex and satisfy all other obligations, all as provided in the first sentence of this Section 6.11(a), (ii) pay the Construction and Development Fee (other than the Deferred Development Fee), (iii) arrive at Permanent Mortgage Commencement in conformity with the Project Documents, (iv) discharge all Partnership liabilities and obligations arising out of any casualty giving rise to any such insurance proceeds, and (v) provide for all other payments and expenses required to be made or incurred through the later of Permanent Mortgage Commencement or the Admission Date, including the funding of any reserves required hereunder or under any other Project Document and the repayment in full of all obligations under the Construction Mortgage, the General Partners shall be responsible for and obligated to pay such deficiencies and shall, to the extent permitted under the Project Documents and any applicable regulations or requirements of any Lender, be reimbursed at or prior to the later of Permanent Mortgage Commencement or the Admission Date only out of the proceeds designated in this sentence available from time to time after commencement payment of negotiations between all costs described in this sentence. Any amounts not reimbursed through the parties later of Permanent Mortgage Commencement or the Admission Date or from the proceeds of the Capital Contribution of the Investment Limited Partner as provided in Section 5.1 shall not be reimbursable or otherwise change the Interest of any Person in the Partnership but shall be borne by the General Partners; provided, however, that, notwithstanding the foregoing, to the extent any such amounts represent items which are properly included in the Partnership's Qualified Basis and result in an increase in the amount of Tax Credit allocated and available to the Partnership over and above the amount of Tax Credit required in order to achieve State Designation ("Includable Items"), the General Partners shall make an additional Capital Contribution in the amount of the Includable Items and the Partnership shall utilize the proceeds of such additional Capital Contribution to pay the Includable Items. In the event that the General Partners shall fail to fund any such deficiency as required by this Section 6.11(a), an amount not in excess of the next installment of the Construction and Development Fee due to the General Partners or any of their Affiliates under Section 6.12 or any other provision hereof shall be applied by the Partnership to meet such obligation of the General Partners, and, to the extent there may still be a deficiency, any amounts otherwise payable as the Annual Partnership Management Fee or distributable to the General Partners pursuant to Article X shall also be so applied. Any such application of funds as described abovein the immediately preceding sentence shall constitute a payment of the amount of the Fee or such other item which such funds had been earmarked to pay, then either party may, by delivering written notice and the obligation of the General Partners to advance such amount under this Section 6.11(a) shall be satisfied to the other, require that the matter be referred to the Chief Financial Officers extent of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section belowapplication. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec may by written notice to Roxio elect to apply to the relevant Landlord for consent to sublease all The completion of the relevant Property to Roxio or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days Apartment Complex shall be secured by payment and performance bonds in amounts at a rent least equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.5 will apply and, on the grant full amount of the Lease Consent required to sublease the Leased Property in question, Adaptec shall sublease or cause its applicable Subsidiary to sublease to Roxio or its applicable Subsidiary the relevant Property which sublease shall be construction contract for the term and rent set forth in the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a) and Adaptec does not make an election pursuant to Section 1.6(b) above, Adaptec may elect by written notice to Roxio to require Roxio or its applicable Subsidiary to vacate the relevant Property immediately Apartment Complex or by such other date as may be specified in the notice served by Adaptec (the "NOTICE DATE"), in which case Roxio shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Adaptec and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation security satisfactory to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Roxio or its applicable Subsidiary vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by Adaptec or its Subsidiary with respect to any enforcement action taken by the Landlord against Adaptec or its Subsidiary with respect to any breach by Adaptec or its Subsidiary of the Relevant Lease in permitting Roxio or its applicable Subsidiary to so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Roxio or its applicable SubsidiaryInvestment Limited Partner.