Common use of Shared Contracts Clause in Contracts

Shared Contracts. (a) Notwithstanding anything to the contrary herein, Shared Contracts and any rights or obligations thereunder shall not be deemed to be Business Assets or Assets of the Company. Each Seller shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that the Company shall receive such rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006.

Shared Contracts. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, cooperate with each other and shall use their commercially reasonable efforts to (ai) Notwithstanding draft and agree to a final form of each of Schedule 5.05(a) and Schedule 5.05(b) as promptly as reasonably practicable after the date hereof and (ii) cause the Shared Contracts set forth in Schedule 5.05(a) (to the extent such Shared Contracts do not constitute Transferred Assets) (the “Buyer Designated Shared Contracts”) and the Shared Contracts set forth in Schedule 5.05(b) (to the extent such Shared Contracts do not constitute Retained Assets) (the “Seller Designated Shared Contracts” and, together with the Buyer Designated Shared Contracts, the “Designated Shared Contracts”) to be either, at the option of the Affiliate of Buyer or Seller that is party to such Designated Shared Contract, (x) replaced with separate contracts (the “Replacement Contracts”) or (y) addressed by services rendered under the Transition Services Agreement (the “Replacement Services”), in either case, that provide that, from and after the Closing, Buyer or one or more Group Companies designated by Buyer, in the case of the Buyer Designated Shared Contracts, or any Retained Company designated by Seller, in the case of the Seller Designated Shared Contracts, receives contract rights and obligations under the Replacement Contracts or Replacement Services, as applicable, that are substantially similar, to those contract rights and obligations under the Designated Shared Contracts utilized by Seller or any of its Subsidiaries in the conduct of the Business or the Retained Businesses, as applicable, as of immediately prior to the Closing. Buyer shall be solely responsible for any additional costs or fees arising from and under a Replacement Contract or Replacement Service for a Buyer Designated Shared Contract, or in connection with any arrangement with respect thereto described in this Section 5.05, and Seller shall be solely responsible for any additional costs or fees arising from and under a Replacement Contract or Replacement Service for a Seller Designated Shared Contract, or in connection with any arrangement with respect thereto described in this Section 5.05. For the avoidance of doubt, notwithstanding anything to the contrary herein, neither Seller, with respect to a Replacement Contract or Replacement Service for a Buyer Designated Shared Contract, or in connection with any arrangement with respect thereto described in this Section 5.05, nor Buyer, with respect to a Replacement Contract or Replacement Service for a Seller Designated Shared Contract, or in connection with any arrangement with respect thereto described in this Section 5.05, shall be responsible for any Liabilities resulting from such Replacement Contracts and or Replacement Services, including any rights increases in pricing or obligations thereunder shall not be deemed to be Business Assets or Assets other costs arising as a result of the Companytransactions contemplated by this Agreement. Each Buyer and Seller shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that the Company shall receive such rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored the Designated Shared Contracts or replication of services thereunder as Replacement Services prior to the Closing and for a period of three months one hundred and eighty (180) days following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08Closing Date. If the Parties Buyer and Seller are not able to effect the separation or replication of a Mirrored Designated Shared Contract prior to the Closing, thenthen after the Closing, until any such Mirrored Designated Shared Contract is separatedseparated pursuant to a Replacement Contract or replicated as a Replacement Service, to the extent permissible under applicable Law and under the terms of such Mirrored Designated Shared Contract, each Buyer and Seller shall (and shall cause their respective Subsidiaries (including, in the case of Buyer, the Parties shall Group Companies) to) (i) assume and perform the Liabilities and obligations under such Mirrored Designated Shared Contract relating to its respective business or that the businesses of its Affiliates Subsidiaries (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either the other Party or its AffiliatesSubsidiaries), allocated in accordance with this Section 5.08(c)5.05, (ii) hold in trust for the benefit of the other PartiesParty, and shall promptly forward to the other PartiesParty, any monies or other benefits received pursuant to such Mirrored Designated Shared Contract relating to the respective businesses business of the other Parties Party (or their respective Affiliatesthe business of its Subsidiaries) and (iii) endeavor use commercially reasonable efforts to institute alternative arrangements intended to put the Parties in a substantially the same similar economic position as if such Mirrored Designated Shared Contract were separatedwas separated or its services replicated as Replacement Services as described above; provided, however, provided that, if notwithstanding the Parties are not able to effect the separation foregoing, for a period of any Mirrored Shared Contract within three months after one hundred and eighty (180) days following the Closing, then (x) no Party shall fail to renew any Designated Shared Contract upon the Bally Entities shall have no further obligation to Purchaser expiration or its Affiliates with respect thereto termination thereof and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”y) to the other extent any such Designated Shared Contract contains an “evergreen” provision that automatically renews such Designated Shared Contract unless terminated or cancelled by either party thereto, the applicable Party (the “Payee Party”) shall not terminate or cancel such Designated Shared Contract as permitted pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from terms thereof, in each case, without the Payee Party pursuant to Section 5.08(b)(i)prior written consent of Buyer or Seller, as applicable. Purchaser Buyer shall be solely responsible for replacing any Mirrored Buyer Designated Shared Contracts, as well as any other Shared Contracts that are not Transferred Assets or that are Retained Assets, to the extent such Shared Contracts are not separated or transitioned hereunder. (c) services replicated as described above prior to the Closing. Seller shall be solely responsible for replacing any Seller Designated Shared Contracts, as well as any other Shared Contracts that are Transferred Assets or that are not Retained Assets, to the extent such Shared Contracts are not separated or services replicated as described above prior to the Closing. With respect to Liabilities pursuant to, under or relating to resulting from a given Designated Shared Contract (“Shared Contractual Liabilities”)Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared ContractReplacement Contract or Replacement Service, be allocated from time to time between the SellersRetained Companies, on the one hand, and Purchaser Buyer and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its AffiliatesGroup Companies, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period period, and (B) otherwise over the term of the applicable such Designated Shared Contract, measured up to the date of the allocation, without duplication) by the Excluded BusinessRetained Companies, on the one hand, or Buyer and the BusinessGroup Companies, on the other hand, under the relevant such Designated Shared Contract. . Notwithstanding the foregoing, each Party shall be solely responsible for any and all Liabilities to the extent arising out of or relating to such Party’s (dor its Subsidiaries’) From breach of such Designated Shared Contract. It is acknowledged that for the purposes of this Section 5.05, what constitutes “substantially similar” shall be determined after taking into account changes in volume and after similar pricing metrics, as well as the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later needs of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006.

Shared Contracts. (ai) Notwithstanding anything Section 5.05(b)(i)(1) of the Seller Disclosure Schedule contains each Material Shared Contract that primarily relates to the contrary herein, Business (excluding any Contracts listed on Section 2.01(c)(xii) of the Seller Disclosure Schedule) and Section 5.05(b)(i)(2) of the Seller Disclosure Schedule contains each Material Shared Contract that primarily relates to the Retained Business (excluding any Contracts listed on Section 2.01(c)(xii) of the Seller Disclosure Schedule). With respect to each Shared Contract that primarily relates to the Business (excluding any Enterprise-Wide Contracts and any rights or obligations thereunder shall not be deemed to be Business Assets or Assets Contracts listed on Section 2.01(c)(xii) of the Company. Each Seller Disclosure Schedule) (each, a “Transferred Shared Contract” and collectively, the “Transferred Shared Contracts”), Parent shall (and shall cause its Affiliates to), unless Buyer notifies Parent that it does not desire to inherit any Transferred Shared Contract, use commercially reasonable efforts to cause (i) prior to and after the Closing each Transferred Shared Contract to be transferred and assigned to Buyer or a Subsidiary thereof designated by Buyer, at the Closing or any Later Closing, as applicable (or as soon thereafter as reasonably possible) and (ii) prior to any assignment to Buyer or any such Subsidiary, the counterparty to each Transferred Shared Contract to enter into a new contract or amendment with, or splitting, mirroring or assigning in relevant part such Transferred Shared Contract (a “Stand-Alone Transferred Contract”) to, on the best terms reasonably available, Parent or its Affiliates in order for Parent (or its Affiliates) to receive the applicable benefits under a Stand-Alone Transferred Contract as were provided under the applicable Transferred Shared Contract. After any assignment of a Transferred Shared Contract to Buyer or its Subsidiary (for which a Stand-Alone Transferred Contract does not yet exist), Buyer shall use its commercially reasonable efforts to cause the counterparty to each Transferred Shared Contract to enter into a new contract or amendment with, or splitting, mirroring or assigning in relevant part such Transferred Shared Contract to, on the best terms reasonably available, Parent or its Affiliates in order for Parent (or its Affiliates) to receive the applicable benefits under a Stand-Alone Transferred Contract as were provided under the applicable Transferred Shared Contract. With respect to each Shared Contract that primarily relates to the Retained Business (excluding any Enterprise-Wide Contracts and Contracts listed on Section 2.01(c)(xii) of the Seller Disclosure Schedule) (each, a “Retained Shared Contract” and collectively, the “Retained Shared Contracts”), Parent shall, unless Buyer notifies Parent that it does not desire to inherit the portion of any Retained Shared Contract that relates to the Business, use its commercially reasonable efforts to cause the counterparty to each Retained Shared Contract to enter into a new contract or amendment with, or splitting, mirroring or assigning in relevant part such Retained Shared Contract (a “Stand-Alone Retained Contract” and together with each Stand-Alone Transferred Contract, the “Stand-Alone Contracts”) to, on the best terms reasonably available, Buyer or its Affiliates in order for Buyer (or its Affiliates) to receive the applicable benefits under a Stand-Alone Retained Contract as were provided under the applicable Retained Shared Contract. The Parties acknowledge and agree that the intent of the foregoing obligations is that (x) Buyer or a Subsidiary thereof shall assume all of the rights and obligations, and Parent and its Subsidiaries will be released from all of the liabilities and obligations, under such portion of the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) that Buyer desires to be replaced with separate Contracts inherit and that provide that the Company shall receive such rights and obligations under a replacement Contract as are substantially similar relate to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser (y) Parent and its AffiliatesSubsidiaries will retain all of the rights and obligations, and Buyer and its Subsidiaries will be released from all of the liabilities and obligations, under such portion of the Shared Contracts that relate to the Retained Business, on the other hand, as follows: (i) firstin each case, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or such that the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Retained Business, on the other hand, continue to derive substantially comparable use and benefit of such Shared Contracts as was in place prior to Closing. The costs of any fees or other payments to the counterparties under such Shared Contracts that may be necessary in connection with entering into any Stand-Alone Contract shall be borne 50% by Buyer and 50% by Parent; provided, that if (A) Buyer notifies Parent in writing that it does not desire to inherit any Transferred Shared Contract or the relevant portion of any Retained Shared ContractContract that relates to the Business, and (B) such notice is provided after any such costs have been incurred, Buyer shall bear 100% of any such costs solely related to the Business. (dii) To the extent that any Seller’s rights under the Assumed Contracts may not be assigned without the consent of another Person, which consent has not been obtained prior to the Closing (or any Later Closing, with respect to the Assumed Contracts transferring at such Later Closing) (each, a “Retained TSA Contract”), this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and such Retained TSA Contracts shall not be assigned to Buyer, but shall be retained by such Seller or its applicable Subsidiary, subject to the services to be provided in respect thereof pursuant to the Transition Services Agreement, until such time (subject to the termination or expiration of Transition Services Agreement) as such consent shall have been obtained. (iii) If, as of the Closing (or applicable Later Closing, with respect to any Shared Contract intended to transfer at such Later Closing), any Shared Contract cannot be so apportioned or entered into in accordance with Section 5.05(b)(i), then until the earlier of such time as such Shared Contract can be so apportioned and twenty-four (24) months following the Closing Date (or applicable Later Closing Date, with respect to any Shared Contract intended to transfer at such Later Closing), each Party will cooperate with the other Party to establish an agency type or other similar arrangement reasonably satisfactory to both Parties (including by means of any subcontracting, sublicensing or subleasing arrangement) so that from and after the Closing (or applicable Later Closing, with respect to any Shared Contract intended to transfer at or such Later Closing) (A) Buyer (or its designated Subsidiary) obtains the benefits and burdens of any Shared Contract to the extent relating to the Business and (ii) any Seller (or its designated Subsidiary) obtains the benefits and burdens of any Shared Contract to the extent relating to the Retained Business, in each case, as if such Shared Contract had been apportioned in accordance with Section 5.05(b)(i) above. In furtherance of the foregoing, Buyer will promptly pay, perform or discharge when due any Liability (including any Liability for Taxes) arising thereunder in respect of the Business after the Closing Date (or applicable Later Closing Date, with respect to any Shared Contract intended to transfer at such Later Closing), and Seller will promptly pay, perform or discharge when due any Liability (including any Liability for Taxes) arising thereunder in respect of the Retained Business after the Closing Date (or applicable Later Closing Date, with respect to any Shared Contract intended to transfer at such Later Closing). (iv) From and after the Closing (or applicable Later Closing, (i) until either (A) , with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract intended to transfer at such Later Closing), (i) Buyer and its Subsidiaries shall not extend the term or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with otherwise amend the terms of such any Transferred Shared Membership Contracts as Contract in effect at Closing; a manner that would adversely affect any Seller or the Retained Business disproportionately to any adverse affect on Buyer and its Subsidiaries, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) with respect to Shared Membership Contracts entered into by Parent and its Subsidiaries (including the applicable health club member at any Excluded Facility, Sellers) shall not extend the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of term or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by otherwise amend the terms of such any Retained Shared Membership Contracts Contract or (B) renewals of Paid-In-Full Membership Contracts Retained TSA Contract in a manner that would adversely affect Buyer or prepaid Financed Membership Contracts prior its Affiliates or the Business disproportionately to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s any adverse affect on Parent and its Affiliates’ Facilities Subsidiaries, without Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006delayed).

Shared Contracts. (a) Notwithstanding anything The Company or other applicable Seller shall split and partially assign to the contrary herein, Shared Contracts and any rights Buyer or obligations thereunder shall not be deemed to be Business Assets a Buyer Designee or Assets have replicated for the benefit of the Company. Each Seller Buyer or a Buyer Designee as of the Closing each Assignable Shared Contract in accordance with its terms. (b) With respect to each Shared Contract that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”), each Party shall use commercially its reasonable best efforts in consultation with one another prior to the Closing Date to cause the counterparty to each such Non-Assignable Shared Contracts Contract to consent to the split and partial assignment or replication of such Non-Assignable Shared Contract to the Buyer or a Buyer Designee, or to otherwise enter into a new Contract with the Buyer or a Buyer Designee on substantially the same terms as exist under the applicable Shared Contract, in each case as of the Closing. The obligations set forth on in this Section 5.08 2.3 shall in all cases be subject to Section 2.2. Notwithstanding the foregoing, no Party shall be required to pay any transfer or other fee or incur any liability to split, assign or replicate any Shared Contract, other than to the extent such fee or liability is expressly contemplated by the terms of such Shared Contract. As to any Non-Assignable Shared Contract for which the Parties have not received consent as of the Disclosure Schedule Closing, (“Mirrored Shared Contracts”i) to be replaced with separate Contracts that provide that the Company shall receive agrees to continue to use reasonable best efforts following the Closing Date to obtain any required consent(s), and the Buyer agrees to cooperate in connection with same, (ii) the Parties agree to cooperate in good faith to take such rights and obligations under a replacement Contract actions as are substantially similar reasonably necessary to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation avoid any breach or violation by a party as a result of such Mirrored Shared Contracts any failure to obtain any required consent prior to the Closing and for (iii) the Company, the Buyer, and their respective Affiliates shall use reasonable best efforts to develop and enter into a period Transition Arrangement in respect of three months following the Closingsuch Non-Assignable Shared Contract. (bc) The Sellers shall be responsible for Following the Closing prior to the split and partial assignment to the Buyer or a Buyer Designee or replication of any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, neither the Company nor any of its Affiliates shall, without the Buyer’s written consent (not to be unreasonably withheld, conditioned or delayed), (i) amend, modify (other than by automatic extension or renewal if anydeemed an amendment or modification of any such Contract) or waive in any respect, the terms of any Shared Contract, (ii) cancel or in connection with terminate any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closingend of its natural term (excluding, thenfor the avoidance of doubt, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms expiration or non-renewal of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, any termination of such Contract by any counterparty thereto other than the Company or any of its Affiliates); or (Biii) in otherwise waive, release or assign any rights, claims or benefits of the case Company or any of its Affiliates under any other Shared Membership Contract, December 31in each case, 2006with respect to items (i), each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by ), in any manner that adversely impacts the applicable Member at Business in any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006material respect.

Shared Contracts. (a) Notwithstanding anything Within ten (10) days after the execution of this Agreement, Allscripts Healthcare shall provide Buyer with a list indicating which of the Business Shared Contracts may be split and assigned in part to Buyer or replicated for the benefit of Buyer pursuant to its terms, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”). Each Assignable Shared Contract shall thereafter be deemed (to the contrary herein, extent of the split or replication with respect to the portion of such Non-Assignable Shared Contracts and any rights or obligations thereunder shall not be deemed Contract that relates to the EPSi Business) to be Business Assets an Assigned Contract hereunder and Sellers shall split and partially assign (or Assets cause to be split and partially assigned) to Buyer, or have or cause to be replicated, for the benefit of Buyer as of the Company. Each Seller Closing Date such Contract in accordance with its terms. (b) With respect to each Business Shared Contract that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”), each Party shall use commercially reasonable efforts to cause the counterparty to each such Non-Assignable Shared Contracts set forth Contract to consent to the split and partial assignment or replication of such Non-Assignable Shared Contract to Buyer (with respect to the portion of such Non-Assignable Shared Contract that relates to the EPSi Business), or to otherwise enter into a new Contract with Buyer on Section 5.08 substantially the same terms as exist under the applicable Business Shared Contract as of the Disclosure Schedule Closing Date. Each such Non-Assignable Shared Contract for which the Parties have received consent to the split and partial assignment or replication shall thereafter be deemed (“Mirrored to the extent of the split or replication with respect to the portion of such Non-Assignable Shared Contracts”Contract that relates to the EPSi Business) to be replaced with separate Contracts that provide that an Assigned Contract hereunder and the Company applicable Seller shall receive such rights split and obligations under a replacement Contract partially assign (or cause to be split and partially assigned) to Buyer, or have or cause to be replicated, as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of Date such Contract in accordance with its terms terms. Notwithstanding the foregoing, Sellers and their Affiliates shall not be required to split and partially assign to Buyer or December 31, 2006, or (B) in the case of have replicated any other Shared Membership Contract, December 31, 2006, each of the Parties will, Non-Assignable Shared Contracts for which consent has not been obtained. To the extent any counterparty under a Non-Assignable Shared Contract requires the payment of a transfer or other fee for the split and will cause its applicable Affiliates to, allow the use of the Facilities partial assignment or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms replication of such Shared Membership Contracts as in effect at Closing; Contract, Allscripts Healthcare and Buyer shall each pay one half of any such fee that is reasonably required. With respect to any Non-Assignable Shared Contract, until the earlier of (i) the date that such Non-Assignable Shared Contract becomes an Assigned Contract pursuant to this Section 7.8(b) and (ii) the then-remaining term of such Non-Assignable Shared Contract, (A) Sellers and their Affiliates shall pay to Buyer, on a monthly basis, the amount set forth on Schedule 4.7(d)(ii) with respect to such Non-Assignable Shared Membership Contracts entered into by Contract with respect to the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts EPSi Business and (B) Buyer agrees to, and or to cause their respective its Affiliates to, notify perform under such Non-Assignable Shared Contract to the Company extent related to the EPSi Business and to the extent required to be performed after the Closing, in each case in accordance with its terms. For clarity, the obligation set forth in the immediately preceding sentence shall not be subject to any deductible or cap, notwithstanding the provisions of Article X. (c) As to any Non-Assignable Shared Contract for which the Parties have not received consent, the Parties agree to cooperate in good faith to take such actions as are reasonably necessary to avoid any breach or violation by a Party as a result of any terminations of failure to obtain any required consent. Until any such consent or new Contract is obtained, such Non-Assignable Shared Contract shall be subject to Section 7.8(b). If and when such consents or approvals are obtained or such other restrictions imposed on required actions have been taken, the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facilitysplit and partial assignment, Purchaser and the Company shall use their commercially reasonable efforts toor replication, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Non-Assignable Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members Contract will terminate on December 31, 2006be effected in accordance with Section 7.13(b).

Shared Contracts. (a) Notwithstanding anything to the contrary herein, Shared Contracts and any rights or obligations thereunder shall not be deemed to be Business Assets or Assets assets of the CompanyGroup Companies. Each Seller The Parties shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure in Schedule 5.04 (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that Sellers (with respect to the Company shall Retained Companies) and Buyer (with respect to the Group Companies) receive such rights and obligations under a replacement Contract as are substantially similar to those Contract contract rights and obligations utilized used by it (or, in the Businesscase of Buyer, used by Sellers with respect to the Group Companies) in the conduct of its business immediately prior to the Closing Date. The Parties shall agree to cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three 12 months following the ClosingClosing Date. (b) The Sellers Buyer shall be solely responsible for any additional Buyer-related costs or fees arising from and under a replacement Contract or Contract, in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.085.04. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until Until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any reasonable expenses relating thereto incurred by either the other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other PartiesParty, and shall promptly forward to the other PartiesParty, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses business of the other Parties (Party or their respective Affiliates) its Affiliates and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separatedseparated as of the Closing Date; provided, however, that, that if the Parties are not able to effect the separation of any Mirrored Shared Contract within three 12 months after the ClosingClosing Date, then the Bally Entities shall have no further obligation to Purchaser or its Sellers and their Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; Contract and provided, further, that any amounts owed by one each Party (the “Payor Party”) will have no further obligations to the other Party with respect thereto (including with respect to the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunderContractual Liabilities set forth in Section 5.04(c) below). (c) With respect to Liabilities pursuant to, under or relating to a given Mirrored Shared Contract (“Mirrored Shared Contractual Liabilities”), such Mirrored Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contractother Transaction Document, be allocated between the Sellers, on the one hand, and Purchaser and its AffiliatesBuyer, on the other hand, as follows: (i) first, to the extent a Mirrored Shared Contractual Liability is incurred exclusively in respect of a benefit received by the Excluded Business Retained Companies or the BusinessGroup Companies, such Liability shall be determined to be constitute a Retained Liability of Sellers or an Assumed LiabilityLiability of Buyer, respectively; and (ii) second, to the extent a Mirrored Shared Contractual Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its AffiliatesBuyer, on the other hand, as the case may be, based on the relative proportions proportion of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Mirrored Shared Contract, measured up to the date of the allocation) by the Excluded BusinessRetained Companies, on the one hand, or the BusinessGroup Companies, on the other hand, under the relevant Mirrored Shared Contract. (d) From and after If Sellers, on the Closing, (i) until either (A) with respect to one hand, or Buyer, on the other hand, receives any Member whose membership arises from a benefit or payment under any Mirrored Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contractwhich was intended for the other Party, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their respective commercially reasonable efforts toto deliver, and transfer or otherwise afford such benefit or payment to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006.

Shared Contracts. (a) Notwithstanding anything to the contrary hereinSchedule 1.7(a)(i) sets forth a list of all Shared Contracts, indicating which of such Shared Contracts and any rights may be assigned in part, pursuant to its terms, without the consent of the counterparty thereto or obligations thereunder other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”). Schedule 1.7(a)(ii) sets forth a list of all Assignable Shared Contracts that Buyer desires to assume in part. Each Assignable Shared Contract set forth on Schedule 1.7(a)(ii) shall not thereafter be deemed to be Business Assets or Assets a Transferred Contract hereunder (but solely to the extent of the Company. Each Seller shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that the Company shall receive such rights and obligations under a replacement Contract actually assigned to, and assumed by, Buyer or another member of the Buyer Group) and Seller shall, or shall cause another member of the Seller Group, as are substantially similar applicable, to, partially assign to those Contract rights and obligations utilized in Buyer or another member of the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation Buyer Group as of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closingsuch Contract in accordance with its terms. (b) The Sellers Schedule 1.7(b) sets forth a list of each Shared Contract identified on Schedule 1.7(a)(i) that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”) and that Buyer desires to assume in part. Each party shall be responsible for any additional costs use its commercially reasonable efforts prior to the Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to Buyer or fees arising from and another member of the Buyer Group, or to otherwise enter into a new Contract with Buyer or another member of the Buyer Group on substantially the same terms as exist under a replacement Contract or in connection with the separation of a Mirrored applicable Shared Contract, if anyin each case as of the Closing. Each such Non-Assignable Shared Contract for which the parties have received consent to the partial assignment shall thereafter be deemed to be a Transferred Contract hereunder (but solely to the extent of the rights and obligations actually assigned to, and assumed by Buyer or another member of the Buyer Group) and Seller shall, or shall cause another member of the Seller Group, as applicable, to, partially assign to Buyer or another member of the Buyer Group as of the Closing such Contract in connection accordance with its terms. Seller shall not, and shall not permit any arrangement described in this Section 5.08. If other member of the Parties are not able Seller Group to, take any action to effect the separation of a Mirrored terminate prior to its expiration any Non-Assignable Shared Contract that is a Material Contract and which has been identified by Buyer on Schedule 1.7(b), or take any action or fail to take any action that would permit the other party to any such Non-Assignable Shared Contract to terminate prior to its expiration such Shared Contract, in each case, prior to the Closing, then, until any such Mirrored Shared Contract date that is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall twelve (i12) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the ClosingClosing Date. Notwithstanding the foregoing, then Seller shall not be required to partially assign to Buyer or any other member of the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that Buyer Group at Closing any amounts owed by one Party (of the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Non-Assignable Shared Contracts for which consent has not separated or transitioned hereunderbeen obtained. (c) With respect to Liabilities pursuant toeach Non-Assignable Shared Contract for which the arrangements described in Section 1.7(b) could not be entered into prior to the Closing Date, under or relating Seller and Buyer each agrees to continue to use its commercially reasonable efforts from and after the Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to a given member of the Buyer Group, or to otherwise enter into a new Contract with a member of the Buyer Group on substantially the same terms as exist under the applicable Shared Contract (“which obligations to use commercially reasonable efforts shall end on the earlier to occur of the fifteen (15) month anniversary of the Closing Date or when the applicable Shared Contractual Liabilities”Contract expires by its terms). Subject to the other terms of this Section 1.7(c), until any such Shared Contractual Liabilities shallconsent or new Contract is obtained, unless otherwise allocated pursuant Seller and Buyer will use their respective commercially reasonable efforts to this Agreementcooperate, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, in any lawful and Purchaser and its Affiliates, on the other hand, as follows: (i) firstreasonable arrangement, to the extent such cooperation would not result in a Liability breach of the terms of such Non-Assignable Shared Contract, and is incurred exclusively in respect not prohibited under applicable Law, which will provide the Buyer Group the benefits and obligations of a benefit received by any such Non-Assignable Shared Contract to the Excluded Business or extent relating to the Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Buyer Group any or all of the Seller Group’s rights and obligations with respect to such Liability shall be determined Non-Assignable Shared Contract to be a Retained Liability the extent relating to the Business. In any such arrangement, Buyer will (i) bear the sole responsibility for completion of the work or an Assumed Liabilityprovision of goods and services, respectively; and (ii) secondbe solely entitled to all benefits thereof, economic or otherwise and shall, for the avoidance of doubt, bear all Tax liabilities attributable to Buyer’s beneficial interests in such Non-Assignable Shared Contracts hereunder, (iii) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (iv) promptly reimburse the extent a Liability cannot be so allocated reasonable costs and expenses of Seller and its Affiliates related thereto; provided, however, that Buyer’s obligations under clause clauses (i) above, such Liability through (iv) shall be allocated limited to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions that portion of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Non-Assignable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract Buyer has identified on Section 1.7(b). If and when such consents or prepaid Financed Membership Contractapprovals are obtained or such other required actions have been taken, the later of the expiration partial assignment of such Non-Assignable Shared Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing be effected in accordance with the terms of such Shared Membership Contracts as in effect at Closing;this Agreement. (iid) with respect Notwithstanding anything to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facilitycontrary in this Section 1.7, the Sellers shall use their commercially reasonable efforts to, and parties may mutually agree to cause their respective Affiliates to, notify alternative procedures to those required by this Section 1.7 for effecting the Company partial assignment of any terminations of or other restrictions imposed on the rights of any health club members under such Assignable Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts toNon-Assignable Shared Contracts identified in Schedule 1.7(a)(ii) and Schedule 1.7 (b), and respectively, to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006Buyer.

Shared Contracts. (a) Notwithstanding anything Each Shared Contract that, pursuant to its terms, permits the assignment to Purchaser of only those rights of Seller or its Subsidiary under such Shared Contract related to the contrary hereinOrthoRecon Products or the Business without the consent of the counterparty thereto or other conditions, including conditions requiring the payment of any transfer or other fee (the “Assignable Shared Contracts and any rights or obligations thereunder Contracts”), shall not be deemed to be Business Assets or Assets an Assumed Contract hereunder and Seller shall cause to be assigned to Purchaser, as of the CompanyClosing, Seller’s or its Subsidiaries’ respective rights under such Assignable Shared Contract, to the extent related to the OrthoRecon Products or the Business, in accordance with its terms. Each Seller shall use commercially reasonable efforts prior to the Closing to cause the counterparty to each Shared Contracts set forth on Section 5.08 of Contract that is not an Assignable Shared Contract (the Disclosure Schedule (“Mirrored Non-Assignable Shared Contracts”) to consent to the assignment to Purchaser of such Non-Assignable Shared Contract or partial assignment of those rights of Seller or its Subsidiary under such Non-Assignable Shared Contract related to the OrthoRecon Products or the Business, or to otherwise reasonably cooperate with Purchaser in Purchaser’s efforts to enter into a new Contract with such counterparty on substantially the same terms as exist under such Non-Assignable Shared Contract, in each case as of the Closing. The portion related to the OrthoRecon Products or the Business of each such Non-Assignable Shared Contract for which the Parties have received consent to the entire or partial assignment shall thereafter be replaced deemed to be an Assumed Contract hereunder and, if applicable, Seller shall wholly assign, or partially assign, such portion to Purchaser as of the Closing such Non-Assignable Shared Contract in accordance with separate Contracts its terms. Purchaser and Seller understand and agree that with respect to any Shared Contract, Seller may require transition services from Purchaser to provide that it with the Company shall receive such rights and obligations under a replacement benefits of such Shared Contract as are substantially similar to those Contract rights the extent such contract relates to the Retained Business, and obligations utilized Purchaser agrees to provide such services to Seller in the Business. The Parties shall cooperate manner set forth in (and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior subject to the Closing terms and for a period of three months following conditions of) the ClosingTransition Services Agreement. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Any Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a PaidNon-In-Full Membership Assignable Shared Contract or prepaid Financed Membership Contract, for which the later of the expiration of such Contract arrangements described in accordance with its terms or December 31, 2006, or (BSection 1.8(a) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties could not be entered into prior to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect shall be a Non-Transferable Asset subject to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006Section 1.9.

Shared Contracts. (a) Notwithstanding anything to Seller, on the contrary hereinone hand, Shared Contracts and any rights or obligations thereunder Buyer, on the other hand, shall, and shall not be deemed to be Business Assets or Assets of the Company. Each Seller cause their respective controlled Affiliates to, cooperate and shall use their commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that the Company shall receive such contract rights and obligations (the “Replacement Contracts”) that provide Buyer with contract rights and obligations (including as to pricing metrics) under a replacement Contract as the Shared Contracts that are substantially similar to those Contract contract rights and obligations (including as to pricing metrics) utilized by Seller in the Businessconduct of the Business prior to the Closing. The Parties Buyer and Seller shall each bear one-half (1/2) of the costs and expenses associated with first obtaining and/or entering into any Replacement Contract (e.g., transfer fees, deposits, etc.); provided, however, that neither Buyer nor Seller shall be required to incur any further Liabilities or provide any financial accommodation in connection therewith or in connection with its obligations pursuant to Backstop Shared Contracts pursuant to this Section 5.05; provided, further, that Buyer shall be responsible for all ongoing (i.e., going forward, including payments due at the time of first obtaining and/or entering into any Replacement Contract intended to cover Buyer’s and its Subsidiaries’ going forward costs) costs or fees required to be paid under a Replacement Contract or Backstop Shared Contract or any alternative arrangements entered into pursuant to this Section 5.05. Buyer and Seller shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored the Shared Contracts prior to the Closing and for a period of three months one hundred eighty (180) days following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties Buyer and Seller are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then(each a “Backstop Shared Contract”), until any such Mirrored Backstop Shared Contract is separatedseparated or otherwise replaced, but in no event longer than one hundred eighty (180) days following the Closing, to the extent permissible under Law and under the terms of such Mirrored Backstop Shared Contract, each of the Parties shall (i) assume and Seller shall continue to perform the Liabilities and obligations under such Mirrored Backstop Shared Contract at the sole cost and expense of Buyer (i.e., Buyer shall promptly, but in no event later than thirty (30) days following receipt of a reasonably detailed invoice from Seller, reimburse Seller for any out-of-pocket costs and expenses or payments of obligations made by Seller under such Backstop Shared Contract (which invoices shall be delivered by Seller to Buyer on a monthly basis and shall aggregate all out-of-pocket costs and expenses and payment of obligations made by Seller under all Backstop Shared Contracts during such month, together with reasonable supporting documentation)), and Buyer shall indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities based upon, arising out of or relating to its respective business the interim arrangements contemplated by this clause (i) with respect to the Backstop Shared Contracts, except to the extent any such Liability arises out of the gross negligence or that willful misconduct of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c)Seller, (ii) Buyer and Seller shall hold in trust for the benefit of the other PartiesParty, and shall promptly forward to the other PartiesParty, any monies or other benefits received pursuant to such Mirrored Backstop Shared Contract relating to the respective businesses of the other Parties Party (or their its respective Affiliates) and (iii) endeavor Buyer and Seller shall use commercially reasonable efforts to institute alternative arrangements intended to put the Parties in a substantially the same similar economic position as if such Mirrored Backstop Shared Contract were separatedseparated into Replacement Contracts in accordance with this Section 5.05; provided, however, provided that, if notwithstanding the Parties are not able to effect the separation foregoing provisions of any Mirrored Shared Contract within three months after this paragraph, for a period of one hundred eighty (180) days following the Closing, then the Bally Entities shall have no further obligation to Purchaser or (x) Seller and its Affiliates with shall renew each Shared Contract upon the expiration or termination thereof if Buyer has not entered into a Replacement Contract in respect thereto and may freely terminate of such Mirrored Shared Contract; , unless Buyer confirms to Seller in writing that Buyer does not need to receive the benefit of such Shared Contract, and provided, further, that any amounts owed by one Party (the “Payor Party”y) to the other Party extent any such Shared Contract contains an “evergreen” provision that automatically renews such Shared Contract unless terminated or cancelled by Seller or its Affiliates, Seller and its Affiliates shall not terminate or cancel such Shared Contract if Buyer has not entered into a Replacement Contract in respect of such Shared Contract, unless Buyer confirms to Seller in writing that Buyer does not need to receive the benefit of such Shared Contract. For a period of one hundred eighty (180) days following the “Payee Party”) pursuant Closing, Buyer and Seller shall reasonably cooperate to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against replace any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Backstop Shared Contracts to the extent such Backstop Shared Contracts are not separated or transitioned hereunder. hereunder and, for the avoidance of doubt, Seller shall be under no obligation hereunder (cx) to deliver to Buyer the same pricing metrics in any Shared Contract in connection with obtaining any Replacement Contract in respect thereof or providing an alternative arrangement with respect to a Backstop Shared Contract or (y) after the Closing Date to separate or transition, or provide Buyer with any rights or benefits under, any Shared Contract. With respect to Liabilities pursuant to, under or relating to a given Backstop Shared Contract (“Shared Contractual Liabilities”)Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Replacement Contract, be allocated from time to time between Seller and the SellersRetained Subsidiaries, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its AffiliatesBuyer, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period period, and (B) otherwise over the term of the applicable Backstop Shared Contract, measured up to the date of the allocation, without duplication) by Seller and the Excluded BusinessRetained Subsidiaries, on the one hand, or the BusinessBuyer, on the other hand, under the relevant Backstop Shared Contract. . Notwithstanding the foregoing, each Party shall be solely responsible for any and all Liabilities to the extent arising out of or relating to such Party’s (dor its Subsidiaries’) From and after breach of any such Backstop Shared Contract. It is acknowledged that for the Closing, (i) until either (A) with respect purposes of this Section 5.05 changes in volume metrics, as well as changes to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, reflect the later needs of the expiration of such Contract in accordance with its terms or December 31applicable Party, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, shall not be considered when determining whether contract rights and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who obligations are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006“substantially similar.”

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, be allocated between Seller, on the one hand, and Buyer, on the other hand, based on the relative proportions of total benefits under the Shared Contract that reasonably can be expected to be received (measured from the date of allocation over the remaining term of the Shared Contract) by Seller, on the one hand, and Buyer, on the other hand. Notwithstanding anything the foregoing, Seller and Buyer shall be responsible for any and all Liabilities arising out of or resulting from their (or their respective Affiliates’) breach of the relevant Shared Contract to which this Section 6.11 otherwise pertains. (b) The parties have determined that it is advisable that the Shared Contracts set forth in Schedule 6.11(b) of the Disclosure Schedules (“Mirrored Shared Contracts”) be separated into separate Contracts between the appropriate third party and either Seller with respect to the contrary herein, Shared Contracts business of Seller and any rights its Affiliates other than the Business or obligations thereunder shall not be deemed Buyer with respect to be Business Assets or Assets of the CompanyBusiness. Each Seller shall hereafter use commercially reasonable efforts to cause the Mirrored Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts, preferably effective as of the Closing, that (i) have substantially the same terms as the Mirrored Shared Contracts that being replaced and (ii) provide that the Company Buyer shall receive such rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business; provided, however, that Seller gives no assurances that any such replacement Contracts will be obtained. The Parties parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such the Mirrored Shared Contracts prior to the Closing and for a period of three six months following the Closing (with no obligation on the part of any party to pay any costs or fees with respect to such assistance). Prior to the Closing, Seller shall have the principal right and obligation to negotiate the separation of Mirrored Shared Contracts with third party vendors, and Buyer shall participate directly in such negotiations and have the right to approve the replacement Contract to which Buyer will be a party after separation. From and after the Closing and for a period of six months following the Closing, Buyer shall have the principal right and obligation to negotiate the separation of Mirrored Shared Contracts with third party vendors, and Seller shall participate directly in such negotiations and have the right to approve the Contract to which Seller will be a party after separation. Buyer shall bear 100% of the costs of the third party vendors’ fees or other charges arising from or related to the separation of the Mirrored Shared Contracts from and after the date the Closing until the six-month anniversary of the Closing Date. (bc) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties parties are not able to effect the separation of a Mirrored Shared Contract prior to effective as of the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party parties for any expenses relating thereto incurred by either any other Party party or its Affiliates), allocated in accordance with Section 5.08(c6.11(a), (ii) hold in trust for the benefit of the other Partiesparties, and shall promptly forward to the other Partiesparties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties parties in substantially the same economic and operational position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties parties are not able to effect the separation of any Mirrored Shared Contract within three six months after the Closing, then the Bally Entities Seller shall have no further obligation to Purchaser Buyer or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i6.11(c)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i6.11(c)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006.

Shared Contracts. (a) Notwithstanding anything to Seller, on the contrary hereinone hand, Shared Contracts and any rights or obligations thereunder Buyer, on the other hand, shall, and shall not be deemed to be Business Assets or Assets of the Company. Each Seller cause their respective Subsidiaries to, cooperate with each other and shall use their commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of in Schedule 5.04(a) (the Disclosure “Buyer Designated Shared Contracts”) and the Shared Contracts set forth in Schedule 5.04(b) (the “Mirrored Seller Designated Shared Contracts” and, together with the Buyer Designated Shared Contracts, the “Designated Shared Contracts”) to be replaced with separate Contracts contracts (the “Replacement Contracts”) that provide that Buyer or any Group Company, in the case of the Buyer Designated Shared Contracts, or any Retained Company shall receive such designated by Seller, in the case of the Seller Designated Shared Contracts, receives contract rights and obligations under a replacement Contract the Replacement Contracts, as applicable, that are substantially similar to those Contract contract rights and obligations under the Designated Shared Contracts utilized by Seller or any of its Subsidiaries in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation conduct of such Mirrored Shared Contracts the Business or the Retained Businesses, as applicable, prior to the Closing and for a period of three months following the Closing. (b) The Sellers . Buyer shall be solely responsible for any additional costs or fees arising from and under a replacement Replacement Contract or in connection with the separation of for a Mirrored Buyer Designated Shared Contract, if any, or in connection with any arrangement with respect thereto described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties5.04, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser Seller shall be solely responsible for replacing any Mirrored Shared Contracts not separated additional costs or transitioned hereunder. (c) With respect to Liabilities pursuant to, fees arising from and under or relating to a given Shared Replacement Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or for a Mirrored Seller Designated Shared Contract, be allocated between or in connection with any arrangement with respect thereto described in this Section 5.04. For the Sellersavoidance of doubt, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, notwithstanding anything to the extent a Liability is incurred exclusively in contrary herein, neither Seller, with respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Replacement Contract for a Buyer Designated Shared Contract, measured up to the date of the allocation) by the Excluded Businessor in connection with any arrangement with respect thereto described in this Section 5.04, on the one handnor Buyer, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Replacement Contract for a Seller Designated Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later or in connection with any arrangement with respect thereto described in this Section 5.04, shall be responsible for any Liabilities resulting from such Replacement Contracts, including any increases in pricing or other costs arising as a result of the expiration of such Contract in accordance transactions contemplated by this Agreement. Buyer and Seller shall cooperate and provide each other with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006.assistance 49

Shared Contracts. (a) Notwithstanding anything to Section 2.10 lists all Contracts that the contrary herein, Shared Contracts Stations and any other television stations owned by Seller or its Affiliates is party to, or has rights or obligations thereunder with respect to, or will be a party to, or have rights or obligations with respect to in accordance with Section 5.01 (a “Shared Contract”). Each Shared Contract to be assigned to and assumed by Buyer (and included in the Purchased Assets and Assumed Liabilities, as the case may be) is marked with an asterisk on Disclosure Schedule Section 2.10 (hereafter an “Assumed Shared Contract”). At Closing Buyer shall assume only the rights and obligations under such Assumed Shared Contract that are applicable to the Stations. The rights of each other such television station owned by Seller or its Seller Affiliates with respect to such Shared Contract and the obligations of each other such television station owned by Seller or its Seller Affiliates to such Shared Contract shall not be deemed assigned to be Business Assets or Assets and assumed by Buyer and shall constitute Excluded Contracts. (b) Buyer and Seller shall, as soon as practicable after the date of the Company. Each Seller this Agreement make appropriate requests and shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule obtain as expeditiously as possible reasonably comparable replacement or separated contracts (each, a “Mirrored Shared ContractsReplacement Contract”) to be replaced with separate Contracts that provide that the Company shall receive such to Buyer those rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Stations which arise under an Assumed Shared Contract were separated; providedunless otherwise specified on Disclosure Schedule Section 2.10, however, that, if subject to the Parties are not able to effect the separation terms and conditions of any Mirrored such an Assumed Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor PartyShared Contract Rights”) ), and that allocate to Buyer after Closing solely those obligations relating to the other Party Stations which arise under such Assumed Shared Contract unless otherwise specified on Disclosure Schedule Section 2.10, subject to the terms and conditions of such Assumed Shared Contract (the “Payee PartyShared Contract Obligations”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect Buyer shall not be required to Liabilities pursuant to, under accept or relating agree to a given any Replacement Contract which contains any different terms than the Assumed Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one handthat would make, or would be reasonably likely to make, the BusinessReplacement Contract materially more onerous in the aggregate or that would materially reduce, on or would be reasonably likely to materially reduce, the other hand, benefits available under the relevant Assumed Shared ContractContract to which the Replacement Contract relates. (d) From In the event a Replacement Contract for an Assumed Shared Contract is not obtained by the Closing and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Closing occurs, such Assumed Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilitiesshall be held, as of and from the case may beClosing Date, by Members Seller for the benefit of Buyer and the Shared Contract Obligations shall be performed by Buyer in Seller’s name and all Shared Contract Rights shall be for Buyer’s account. Seller shall take or members of any Excluded Facilities who are parties cause to be taken at Buyer’s expense such Shared Membership Contracts actions in its name or otherwise as of the Closing in accordance Buyer may reasonably request so as to provide Buyer with the terms Shared Contract Rights (including the collection of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of money or other restrictions imposed on consideration that becomes due and payable under the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iiiContracts) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as Buyer fully cooperates with Seller and promptly reimburses Seller for all payments made by Seller (with Buyer’s prior approval) in connection therewith, and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all Assumed Shared Contracts (to the Party entering into such renewals notifies extent relating to the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006Stations).

Shared Contracts. (a) Notwithstanding anything to Within thirty (30) days after the contrary hereinexecution of this Agreement, the Seller shall provide the Purchaser with a list of all material Shared Contracts, indicating which of such material Shared Contracts and any rights may be assigned in part, pursuant to its terms, without the consent of the counterparty thereto or obligations thereunder other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”). Within thirty (30) days after receipt thereof, the Purchaser will provide the Seller with written notice of those Assignable Shared Contracts that the Purchaser desires to assume in part. Each such Assignable Shared Contract for which the Purchaser provides written notice of its desire to assume in part shall not thereafter be deemed to be Business Assets or Assets an Assumed Contract hereunder and the Seller shall partially assign to the Purchaser as of the Company. Each Seller shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced Initial Closing such Contract in accordance with separate Contracts that provide that the Company shall receive such rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closingits terms. (b) The Sellers With respect to each material Shared Contract identified pursuant to the first sentence of subsection (a) above that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”), the Purchaser will also, within thirty (30) days after receipt thereof, provide the Seller with written notice of those Non-Assignable Shared Contracts that the Purchaser desires to assume in part. Each party shall be responsible for any additional costs use its Reasonable Efforts prior to the Initial Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to the Purchaser, or fees arising from and under to otherwise enter into a replacement new Contract or in connection with the separation of a Mirrored Purchaser on substantially the same terms as exist under the applicable Shared Contract, if anyin each case as of the Initial Closing. Each such Non-Assignable Shared Contract for which the parties have received consent to the partial assignment shall thereafter be deemed to be an Assumed Contract hereunder and the Seller shall partially assign to the Purchaser as of the Initial Closing such Contract in accordance with its terms. The Seller shall not take any action to terminate prior to its expiration any Non-Assignable Shared Contract that is a Material Contract and which has been identified by the Purchaser as one it desires to assume pursuant to this subsection (b), or in connection with take any arrangement described in this Section 5.08. If action or fail to take any action that would permit the Parties are not able other party to effect the separation of a Mirrored any such Non-Assignable Shared Contract to terminate prior to its expiration such Shared Contract, in each case, prior to the Closing, then, until any such Mirrored Shared Contract date that is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall twelve (i12) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the ClosingInitial Closing Date. Notwithstanding the foregoing, then the Bally Entities Seller shall have no further obligation not be required to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) partially assign to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied Purchaser at the Payor Party’s option by setting off such amounts against Initial Closing any amounts owed to it from of the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Non-Assignable Shared Contracts for which consent has not separated or transitioned hereunderbeen obtained. (c) With respect to Liabilities pursuant to, under or relating to a given each Non-Assignable Shared Contract for which the arrangements described in Section 10.7(b) could not be entered into prior to the Initial Closing Date the Seller agrees to continue to use Reasonable Efforts from and after the Initial Closing Date until the date that is twelve (“12) months following the Initial Closing Date to cause the counterparty to each such Non-Assignable Shared Contractual Liabilities”)Contract to consent to the partial assignment of such Non-Assignable Shared Contract to the Purchaser, such Shared Contractual Liabilities shall, unless or to otherwise allocated pursuant to this Agreement, an Ancillary Agreement or enter into a Mirrored new Contract with the Purchaser on substantially the same terms as exist under the applicable Shared Contract. Until any such consent or new Contract is obtained, be allocated between the SellersSeller and the Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the Initial Closing, on the one hand, in any lawful and Purchaser and its Affiliates, on the other hand, as follows: (i) firstreasonable arrangement, to the extent such cooperation would not result in a Liability is incurred exclusively in breach of the terms of such Non-Assignable Shared Contract, and not prohibited under applicable law, which will provide the Purchaser Group the obligations and benefits of any such Non-Assignable Shared Contract with respect of a benefit received by the Excluded Business or to the Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Purchaser Group any or all of the Seller Group’s rights and obligations with respect to such Liability shall be determined Non-Assignable Shared Contract with respect to be a Retained Liability the Business; provided, however, with respect to the Contracts identified on Schedule 10.7(c) of the Seller Disclosure Schedule, the Seller and the Purchaser will use Reasonable Efforts to cooperate until the earlier of two (2) years following the Initial Closing or an Assumed Liabilitythe expiration of the remaining term of such Contract. In any such arrangement, respectively; and the Purchaser will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) secondbear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to the extent a Liability cannot all benefits thereof, economic or otherwise, (iv) be so allocated under clause (i) abovesolely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof and any damages related to termination of such Liability shall be allocated to the Sellers, on the one handNon-Assignable Shared Contracts, and to Purchaser (v) promptly reimburse the reasonable costs and expenses of the Seller and its Affiliates, on the Affiliates related thereto. If and when such consents or approvals are obtained or such other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contractrequired actions have been taken, the later of the expiration partial assignment of such Non-Assignable Shared Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing be effected in accordance with the terms of such Shared Membership Contracts as in effect at Closing;this Agreement. (iid) with respect The Seller and the Purchaser each agree that “Reasonable Efforts” for purposes of this Section 10.7 includes an obligation on the Purchaser to provide financial information, subject to receipt from the counterparty to a Shared Membership Contracts entered into by Contract of an executed confidentiality agreement, and the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts Purchaser agrees to, and agrees to cause their respective Affiliates to, notify the Company any of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not its subsidiaries to, enter into or renew any Shared Membership Contracts other than (A) renewals required a guaranty, in each case, as may be reasonably requested by the terms of such counterparty to a Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006Contract.

Shared Contracts. (a) Notwithstanding anything Seller or its applicable Affiliate shall split and partially assign to Purchaser or a Transferred Entity, or have replicated for the benefit of Purchaser or a Transferred Entity (which may include providing the benefits of such Shared Contract through the Transition Services Agreement if they are for off-the-shelf IT Assets), in each case, effective as of the Closing, each Shared Contract which may be split and assigned in part to Purchaser or a Transferred Entity or replicated for the benefit of Purchaser or a Transferred Entity pursuant to its terms, without the consent of the counterparty thereto (each, an “Assignable Shared Contract”). (b) With respect to each Shared Contract that is not an Assignable Shared Contract (each, a “Non-Assignable Shared Contract”), subject to applicable Law, unless Seller or its applicable Subsidiary and Purchaser otherwise agree or the benefits of any Non-Assignable shared Contract are otherwise provided to the contrary herein, applicable party pursuant to the Transition Services Agreement (solely with respect to Shared Contracts and any rights or obligations thereunder shall not be deemed to be Business Assets or Assets of the Company. Each Seller shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that the Company shall receive such rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts for off-the-shelf IT Assets), prior to the Closing and for a period of three 12 months following after the Closing. (b) The Sellers Closing Date, each of Seller and Purchaser shall be responsible for any additional costs or fees arising from use their commercially reasonable efforts, and under a replacement Contract or reasonably cooperate with each other in connection with therewith, to cause each Shared Contract to be apportioned (including by using their respective commercially reasonable efforts to obtain the separation Approval of such counterparty to enter into a Mirrored new contract on substantially the same terms as exist under the applicable Shared Contract, if anyor to split and assign in relevant part such Shared Contract), or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation effective as of a Mirrored Shared Contract prior to the Closing, thenbetween Seller or its applicable Affiliate and Purchaser (or a Transferred Entity), until any such Mirrored Shared Contract is separated, pursuant to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each which Seller or its applicable Affiliate will assume all of the Parties shall (i) assume and perform the Liabilities rights and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract extent relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the SellersRetained Business, on the one hand, and Purchaser (or a Transferred Entity) will assume all of the rights and its Affiliates, on the other hand, as follows: (i) first, obligations under such Shared Contract to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined Relating to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006.

Shared Contracts. (a) Notwithstanding anything to From the contrary herein, Shared Contracts and any rights or obligations thereunder shall not be deemed to be Business Assets or Assets date of the Company. Each Seller shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that the Company shall receive such rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following this Agreement until the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection , with the separation of a Mirrored respect to each Shared Contract, U.S. Seller shall, and shall cause its applicable Subsidiaries to, use reasonable best efforts, and upon request of U.S. Seller, Purchaser shall, and shall cause its Affiliates to, reasonably cooperate with Sellers and their Subsidiaries (and, if anynecessary and advisable, with any applicable third party to such Shared Contract), to divide, partially assign, modify or replicate (in whole or in connection with part) such Shared Contract to the extent permitted under applicable Law such that (i) the rights, benefits, obligations and Liabilities of Sellers or such applicable Subsidiaries in respect of that portion of such Shared Contract relating to the Business will be assigned to or assumed by, as applicable, one or more Group Company and (ii) the rights, benefits, obligations and Liabilities of Sellers or such applicable Subsidiaries in respect of that portion of such Shared Contract relating to the Retained Business will be assigned to or assumed by, as applicable, Sellers or any arrangement described of its Subsidiaries (other than the Group Companies) (such division, partial assignment, modification or replication, the “Shared Contract Separation”); provided, that nothing in this Section 5.08. If the Parties are not able 5.18(a) shall require any Party or any of its Affiliates to effect the separation of a Mirrored Shared Contract pay any fee or other payment or consideration (monetary or otherwise), make any concession or accommodation to any third party, incur any Liability or commence, defend or participate in any Action; provided, further, that prior to the Closing, then, until neither Purchaser nor any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for nor any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward their respective Representatives may contact any third party to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating without U.S. Seller’s prior written consent (such consent not to the respective businesses of the other Parties (be unreasonably withheld, conditioned or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(idelayed). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either , (A) with respect Purchaser (or a Group Company) shall reimburse, indemnify and hold harmless Seller Parent and its Subsidiaries against all Covered (b) For any Shared Contract for which the Shared Contract Separation could not be completed prior to any Member whose membership arises from a the Closing (such Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, a “Stranded Shared Contract”), from the later Closing until the earliest of (x) the completion of such Shared Contract Separation, (y) the expiration or termination of such Stranded Shared Contract in accordance with its terms (without any extensions or December 31, 2006, or renewals thereof) and (Bz) in the case first anniversary of any other Shared Membership Contract, December 31, 2006the Closing Date, each of the Parties willParty shall, and will shall cause its applicable Affiliates to, allow use reasonable best efforts to continue the use Shared Contract Separation of such Stranded Shared Contract and to enter into a mutually agreeable arrangement, to the Facilities or Excluded Facilitiesextent permitted by applicable Law, as the case may beunder which, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of effective from and after the Closing until the expiration or termination of such Stranded Shared Contract in accordance with its terms (without any extensions or renewals thereof), (i) one or more Group Companies would obtain and assume, as applicable, all of the terms rights, benefits, obligations and Liabilities of U.S. Seller or its applicable Subsidiaries in respect of that portion of such Shared Membership Contracts as in effect at Closing; Contract relating to the Business and (ii) U.S. Seller or any of its Subsidiaries would obtain and assume, as applicable, all of the rights, benefits, obligations and Liabilities of U.S. Seller or its applicable Subsidiaries in respect of that portion of such Shared Contract relating to the Retained Business; provided, that nothing in this Section 5.18(b) shall require any Party or any of its Affiliates pay any fee or other payment or consideration (monetary or otherwise), make any concession or accommodation to any third party, to incur any Liability or commence, defend or participate in any Action for so long as U.S. Seller or any of its Subsidiaries is party to any Shared Contract. (c) Without limiting the foregoing, for the avoidance of doubt, no representation, warranty or covenant of Seller (other than the representations set forth in Section 3.4) contained in this Agreement shall be breached or deemed breached, and no condition shall be deemed not satisfied, based on, in and of itself, (i) the failure to complete the Shared Contract Separation with respect to any Shared Membership Contracts entered into Contract or (ii) any Action commenced or threatened by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company or on behalf of any terminations Person arising out of or other restrictions imposed on relating to the rights of any health club members under such failure to complete the Shared Membership Contracts to use any Transferred Facility; (iii) Contract Separation with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006Contract.

Shared Contracts. (a) Notwithstanding anything to the contrary hereinSchedule 2.7(a) sets forth a list of all Shared Contracts, indicating which of such Shared Contracts and any rights may be assigned in part, pursuant to its terms, without the consent of the counterparty thereto or obligations thereunder other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”). Within seven (7) Business Days following the date of this Agreement, Buyer will provide the Sellers with written notice of those Assignable Shared Contracts that Buyer desires Acquisition Sub to assume in part. Each such Assignable Shared Contract for which Buyer provides written notice of its desire to assume in part shall not thereafter be deemed to be Business Assets or Assets of the Company. Each Seller shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that the Company shall receive such rights and obligations under a replacement Transferred Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) hereunder with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of portion thereof assumed by Acquisition Sub and the expiration of Seller party to such Contract in accordance with its terms or December 31, 2006contract shall, or (B) in the case shall cause one or more of any other Shared Membership Contractits Subsidiaries, December 31as applicable, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties assign such assumed portion to such Shared Membership Contracts Acquisition Sub as of the Closing in accordance with the terms of such Assignable Shared Membership Contracts as in effect at Closing;Contract. (iib) With respect to each Shared Contract identified on Schedule 2.7(a) that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”), Buyer will also, within seven (7) Business Days following the date of this Agreement, provide the Sellers with written notice of those Non-Assignable Shared Contracts that Buyer desires Acquisition Sub to assume in part. Each Party shall use its commercially reasonable efforts prior to the Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to Acquisition Sub, or to otherwise enter into a new Contract with Acquisition Sub on substantially the same terms as exist under the applicable Shared Contract, in each case as of the Closing. Each such Non-Assignable Shared Contract for which the parties have received consent to the partial assignment shall thereafter be deemed to be a Transferred Contract hereunder to the extent of the assigned portion and the Seller party to such contract shall, or shall cause one or more of its Subsidiaries, as applicable, to, partially assign to Acquisition Sub as of the Closing such Contract in accordance with its terms. The Sellers shall not, and shall not permit any of its Subsidiaries to, take any action to terminate prior to its expiration any Non-Assignable Shared Contract that is a Material Contract and which has been identified by Buyer as one it desires to assume pursuant to this subsection (b) (and for which an alternative, reasonably acceptable to Buyer, to such contract has not already been implemented by the Parties), or knowingly take any action or fail to take any action that would permit the other party to any such Non-Assignable Shared Contract to terminate prior to its expiration such Shared Contract, in each case, prior to the date that is twelve (12) months after the Closing Date (and provided that the foregoing shall not obligate a Seller or a Subsidiary to renew a contract after its then current term or prohibit it from terminating such contract for material breach, bankruptcy of the counterparty or other conditions of force majeure; provided, however, a Seller or a Subsidiary shall notify Buyer in writing at least thirty (30) days prior to any such expiration or termination and the Parties will reasonably and in good faith discuss what course of action best accommodates the interests of the Parties with respect to Shared Membership Contracts entered into by such contracts in light of the applicable health club member at any Excluded Facilityexpiration or proposed termination, including the interest of Buyer in continuing to operate the Business, provided that during such period the Sellers shall not permit such Contract to lapse or terminate absent such agreement). Notwithstanding the foregoing, the Sellers shall not be required to partially assign to Acquisition Sub at Closing any of the Non-Assignable Shared Contracts for which consent has not been obtained. (c) With respect to each Non-Assignable Shared Contract for which the arrangements described in Section 2.7(b) were not entered into prior to the Closing Date, the Sellers agree to continue to use their commercially reasonable efforts to, from and after the Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to Acquisition Sub, or to otherwise enter into a new Contract with Acquisition Sub or one or more of its Subsidiaries on substantially the same terms as exist under the applicable Shared Contract. Until any such consent or new Contract is obtained the Sellers and Buyer will use their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts toto cooperate, in any lawful and reasonable arrangement, to cause their respective Affiliates to, notify the Sellers extent such cooperation would not result in a breach of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Non-Assignable Shared Membership Contracts Contract, and not prohibited under applicable law, which will provide Acquisition Sub the obligations and benefits of any such Non-Assignable Shared Contract with respect to the Business, including subcontracting, licensing, sublicensing, leasing or (B) renewals subleasing to Buyer and its Subsidiaries any or all of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other PartySeller’s and its AffiliatesSubsidiaries’ Facilities rights and obligations with respect to such Non-Assignable Shared Contract with respect to the Business. In any such arrangement, Acquisition Sub will (i) bear the sole responsibility for completion of the work or Excluded Facilitiesprovision of goods and services, as (ii) bear all Taxes with respect thereto or arising therefrom to the case may beextent attributable to any period or portion thereof beginning after the Closing Date, by (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the reasonable costs and expenses of the Sellers and their Affiliates related thereto; provided, however, that Acquisition Sub’s obligations under clauses (i) through (v) shall be limited to that portion of such health club members Non-Assignable Shared Contract that Buyer has notified the Sellers pursuant to the first sentence of Section 2.7(b) that it desires to assume in part. If and when such consents or approvals are obtained or such other required actions have been taken, the partial assignment of such Non-Assignable Shared Contract will terminate on December 31, 2006be effected in accordance with the terms of this Agreement.

Shared Contracts. (a) Notwithstanding anything Within ten (10) days after the Closing Date, Rubicon Tech Holdings shall provide Buyer with a list indicating which of the Business Shared Contracts may be split and assigned in part to Buyer or replicated for the benefit of Buyer pursuant to its terms, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”). Each Assignable Shared Contract shall thereafter be deemed (to the contrary herein, extent of the split or replication with respect to the portion of such Non-Assignable Shared Contracts and any rights or obligations thereunder shall not be deemed Contract that relates to the Technology Business) to be an Assigned Contract hereunder and Sellers shall split and partially assign (or cause to be split and partially assigned) to Buyer, or have or cause to be replicated, for the benefit of Buyer such Contract in accordance with its terms. (b) With respect to each Business Assets or Assets of Shared Contract that is not an Assignable Shared Contract (the Company. Each Seller “Non-Assignable Shared Contracts”), each Party shall use commercially reasonable efforts to cause the counterparty to each such Non-Assignable Shared Contracts set forth Contract to consent to the split and partial assignment or replication of such Non-Assignable Shared Contract to Buyer (with respect to the portion of such Non-Assignable Shared Contract that relates to the Technology Business), or to otherwise enter into a new Contract with Buyer on Section 5.08 substantially the same terms as exist under the applicable Business Shared Contract. Each such Non-Assignable Shared Contract for which the Parties have received consent to the split and partial assignment or replication shall thereafter be deemed (to the extent of the Disclosure Schedule (“Mirrored split or replication with respect to the portion of such Non-Assignable Shared Contracts”Contract that relates to the Technology Business) to be replaced with separate Contracts that provide that an Assigned Contract hereunder and the Company applicable Seller shall receive such rights split and obligations under a replacement Contract partially assign (or cause to be split and partially assigned) to Buyer, or have or cause to be replicated, as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of Date such Contract in accordance with its terms terms. Notwithstanding the foregoing, Sellers and their Affiliates shall not be required to split and partially assign to Buyer or December 31have replicated any of the Non-Assignable Shared Contracts for which Consent has not been obtained. To the extent any counterparty under a Non-Assignable Shared Contract requires the payment of a transfer or other fee for the split and partial assignment or replication of such Shared Contract, 2006Rubicon Tech Holdings and Buyer shall each pay one half of any such fee that is reasonably required. With respect to any Non-Assignable Shared Contract, until the earlier of (i) the date that such Non-Assignable Shared Contract becomes an Assigned Contract pursuant to this Section 8.9(b) and (ii) the then-remaining term of such Non-Assignable Shared Contract, Buyer agrees to, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will to cause its applicable Affiliates to, allow perform under such Non-Assignable Shared Contract to the use of extent related to the Facilities or Excluded FacilitiesTechnology Business and to the extent required to be performed after the Closing, as the in each case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with its terms. (c) As to any Non-Assignable Shared Contract for which the terms Parties have not received consent, the Parties agree to cooperate in good faith to take such actions as are reasonably necessary to avoid any breach or violation by a Party as a result of any failure to obtain any required consent. Until any such consent or new Contract is obtained, such Non-Assignable Shared Contract shall be subject to Section 8.2(b). If and when such consents or approvals are obtained or such other required actions have been taken, the split and partial assignment, or replication, of such Non-Assignable Shared Membership Contracts as Contract will be effected in effect at Closing; (ii) accordance with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006Section 8.9(b).

Shared Contracts. (a) Notwithstanding anything to The Retained Companies, on the contrary hereinone hand, Shared Contracts and any rights or obligations thereunder the Buyers, on the other hand, shall, and shall not be deemed to be Business Assets or Assets of the Company. Each Seller cause their respective Subsidiaries to, cooperate with each other and shall use their commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of Schedule 5.16(a) (the Disclosure “Buyer Parent Designated Shared Contracts”) and the Shared Contracts set forth on Schedule 5.16(b) (the “Mirrored Seller Designated Shared Contracts” and, together with the Buyer Parent Designated Shared Contracts, the “Designated Shared Contracts”) to be replaced with separate Contracts contracts (the “Replacement Contracts”) that provide that the Buyers or any Group Company shall receive such in the case of the Buyer Parent Designated Shared Contracts, or any Retained Company designated by Seller Parent, in the case of the Seller Designated Shared Contracts, receives contract rights and obligations under a replacement Contract the Replacement Contracts, as applicable, that are substantially similar to those Contract contract rights and obligations utilized under the Designated Shared Contracts in effect prior to the BusinessClosing. The Parties Buyers shall be solely responsible for any additional costs or fees arising from and under a Replacement Contract for a Buyer Parent Designated Shared Contract, or in connection with any arrangement with respect thereto described in this Section 5.16, and the Retained Companies shall be solely responsible for any additional costs or fees arising from and under a Replacement Contract for a Seller Designated Shared Contract, or in connection with any arrangement with respect thereto described in this Section 5.16. For the avoidance of doubt, notwithstanding anything to the contrary herein, neither a Retained Company, with respect to a Replacement Contract for a Buyer Parent Designated Shared Contract, or in connection with any arrangement with respect thereto described in this Section 5.16, nor the Buyers, with respect to a Replacement Contract for a Seller Designated Shared Contract, or in connection with any arrangement with respect thereto described in this Section 5.16, shall be responsible for any Liabilities resulting from such Replacement Contracts, including any increases in pricing or other costs arising as a result of the transactions contemplated by this Agreement. The Buyers and the Sellers shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored the Designated Shared Contracts prior to the Closing and for a period of three months ninety (90) days following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08Closing Date. If the Parties Buyers and the Sellers are not able to effect the separation of a Mirrored Designated Shared Contract prior to the Closing, thenthen after the Closing, until any such Mirrored Designated Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Designated Shared Contract, each of the Parties applicable Group Company and each applicable Retained Company shall (i) assume and perform the Liabilities and obligations under such Mirrored Designated Shared Contract relating to its respective business or that the businesses of its Affiliates their Subsidiaries (and shall promptly reimburse the other Party for any reasonable expenses relating thereto incurred by either the other Party or its AffiliatesSubsidiaries), allocated in accordance with this Section 5.08(c)5.16, (ii) hold in trust for the benefit of the other PartiesParty, and shall promptly forward to the other PartiesParty, any monies or other benefits received pursuant to such Mirrored Designated Shared Contract relating to the respective businesses business of the other Parties Party (or their respective Affiliatesthe business of its Subsidiaries) and (iii) endeavor use commercially reasonable efforts to institute alternative arrangements intended to put the Parties in a substantially the same similar economic position as if such Mirrored Designated Shared Contract were separatedwas separated as described above; provided, however, provided that, if notwithstanding the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after foregoing, following the Closing, then the Bally Entities (x) no Party shall have no further any obligation to Purchaser renew any Designated Shared Contract upon the expiration or its Affiliates with respect thereto termination thereof and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”y) to the other extent any such Designated Shared Contract contains an “evergreen” provision that automatically renews such Designated Shared Contract unless terminated or cancelled by either party thereto, the applicable Party (the “Payee Party”) shall not be prohibited from terminating or canceling such Designated Shared Contract as permitted pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i)terms thereof. Purchaser The Buyers shall be solely responsible for replacing any Mirrored Buyer Parent Designated Shared Contracts, to the extent such Buyer Parent Designated Shared Contracts are not separated or transitioned hereunder. (c) as described above prior to the Closing. The Retained Companies shall be solely responsible for replacing any Seller Designated Shared Contracts to the extent such Seller Designated Shared Contracts are not separated as described above prior to the Closing. With respect to Liabilities pursuant to, under or relating to resulting from a given Designated Shared Contract (“Shared Contractual Liabilities”)Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Replacement Contract, be allocated from time to time between the SellersRetained Companies, on the one hand, and Purchaser the Buyers and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its AffiliatesGroup Companies, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period period, and (B) otherwise over the term of the applicable such Designated Shared Contract, measured up to the date of the allocation, without duplication) by the Excluded BusinessRetained Companies, on the one hand, or the BusinessBuyers and the Group Companies, on the other hand, under the relevant such Designated Shared Contract. . Notwithstanding the foregoing, each Party shall be solely responsible for (dand shall indemnify each other Party and its Affiliates for) From any and all Liabilities to the extent arising out of or relating to such Party’s (or its Subsidiaries’) breach of such Designated Share Contract. It is acknowledged that for the purposes of this Section 5.16, what constitutes “substantially similar” shall be determined after taking into account changes in volume and similar pricing metrics, as well as the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later needs of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006.

Shared Contracts. (a) Notwithstanding anything To the extent any of the Shared Contracts may be split and assigned in part to Buyer or replicated for the benefit of Buyer pursuant to its terms, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”), each such Assignable Shared Contract shall thereafter be deemed (to the contrary extent of the split or replication with respect to the portion of such Assignable Shared Contract that relates to the Hospital & Large Physician Practice Business) to be an Assigned Contract hereunder and the applicable Seller Company shall split and partially assign (or cause to be split and partially assigned) to Buyer, or have or cause to be replicated, for the benefit of Buyer as of the Closing Date such Contract in accordance with its terms. (b) Schedule 7.12(b) sets forth a list of each Non-Assignable Shared Contract. As used herein, “Non-Assignable Shared Contracts Contracts” means each Shared Contract that (x) is not an Assignable Shared Contract and any rights (y) the counterparty to such Shared Contract is a Significant Customer or obligations thereunder Significant Vendor. Within twenty (20) days after the date hereof, Buyer shall not be deemed provide Parent with a list of each Non-Assignable Shared Contract, if any, for which Buyer requests that Parent seek such counterparty’s permission to be Business Assets split and partially assign (or Assets of replicate) such Non-Assignable Shared Contract (the Company“Designated Non-Assignable Shared Contracts”). Each Seller Party shall use commercially reasonable efforts to cause the counterparty to each such Designated Non-Assignable Shared Contracts set forth Contract to consent to the split and partial assignment or replication of such Designated Non-Assignable Shared Contract to Buyer (with respect to the portion of such Designated Non-Assignable Shared Contract that relates to the Hospital & Large Physician Practice Business), or to otherwise enter into a new Contract with Buyer on Section 5.08 substantially the same terms as exist under the applicable Shared Contract as of the Disclosure Schedule Closing Date. Each such Designated Non-Assignable Shared Contract for which the Parties have received consent to the split and partial assignment or replication shall thereafter be deemed (“Mirrored to the extent of the split or replication with respect to the portion of such Designated Non-Assignable Shared Contracts”Contract that relates to the Hospital & Large Physician Practice Business) to be replaced with separate Contracts that provide that an Assigned Contract hereunder and the applicable Seller Company shall receive such rights split and obligations under a replacement Contract partially assign (or cause to be split and partially assigned) to Buyer, or have or cause to be replicated, as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of Date such Contract in accordance with its terms terms. Notwithstanding the foregoing, the Seller Companies and their Affiliates shall not be required to split and partially assign to Buyer or December 31, 2006, or (B) in the case of have replicated any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use Non-Assignable Shared Contracts for which consent has not been obtained; provided such portion of the Facilities Non-Assignable Shared Contract related to the Hospital & Large Physician Practice Business is treated as a Restricted Item under Section 7.8. To the extent any counterparty under a Non-Assignable Shared Contract requires the payment of a transfer or Excluded Facilities, as other fee for the case may be, by Members split and partial assignment or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms replication of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded FacilityContract, the Sellers Parent and Buyer shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company each pay one half of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members fee that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006is reasonably required.

Shared Contracts. (a) Notwithstanding anything From the date hereof until the Closing, (i) Purchaser shall, with reasonable assistance from the Seller with respect thereto, identify each Shared Contract to which Purchaser desires for the Business to continue its commercial relationship with the counterparty to such Shared Contract and for such Shared Contract to be subject to the contrary hereinprovisions of this Section 7.19 (each, a “Designated Shared Contracts Contract”) and (ii) Purchaser shall use, and shall cause its Affiliates to use, commercially reasonable efforts (and Seller shall in good faith cooperate with Purchaser and its Affiliates in such efforts) to negotiate with the counterparty to each Designated Shared Contract a new Contract with Purchaser or any designee of Purchaser in order for Purchaser or its designee to receive the rights and benefits and bear the burdens and obligations of such Designated Shared Contract relating to the Business (each such new Contract with Purchaser or obligations thereunder any designee thereof, a “New Contract”), it being understood that a New Contract will not necessarily contain the same terms as the Shared Contract to which it relates, and no such New Contract shall not be deemed take effect prior to be Business Assets or Assets the Closing; provided that no member of the CompanySeller Group shall be required to (w) pay any consideration therefor, (x) commence, defend or participate in any Action, (y) offer or grant any accommodation (financial or otherwise) to any third party in connection therewith or (z) unreasonably interfere with any customer relationship of the Seller or any of its Affiliates. Each (b) If, prior to the Closing Date, Purchaser is unable, with respect to any Designated Shared Contract, to obtain a New Contract in respect of such Designated Shared Contract, then for a period of six (6) months following the Closing Date: (i) Purchaser shall continue to use commercially reasonable efforts to cause the counterparty to such Designated Shared Contract to enter into such a New Contract and (ii) until the earlier of the expiration of such six (6) month period and such time as such a New Contract is executed, Purchaser and the Seller shall use commercially reasonable efforts to cause the secure an alternative arrangement reasonably satisfactory to both parties (such arrangement complying with this Section 7.19(b), a “Designated Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared ContractsContract Arrangement”) to be replaced under which the Seller would, in compliance with separate Contracts that applicable Law, provide that Purchaser or its Affiliates with the Company shall receive such rights rights, benefits, burden and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Designated Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties Business such that Purchaser would be placed in a substantially the same economic similar position as if such Mirrored a New Contract had been executed. In furtherance of the foregoing, (A) Purchaser shall, or shall cause a designee to, promptly pay, perform or discharge when due any Liability arising under any Designated Shared Contract were separated; provided, however, that, if from and after the Parties are not able Closing Date to effect the separation of any Mirrored extent that such Liability relates to rights and benefits under such Designated Shared Contract within three months after that Purchaser or its designee receives pursuant to the Closingimmediately preceding sentence and (B) the Seller shall hold in trust for and pay to Purchaser (or its designee) all income, then proceeds and other consideration received by the Bally Entities Seller or any of its Affiliates to the extent related to such Designated Shared Contract in connection with any such Designated Shared Contract Arrangement. Purchaser shall have no further obligation indemnify and hold harmless each member of the Seller Group, their Affiliates and their respective Representatives from and against any and all Losses arising out of or relating to any Designated Shared Contract held by such Person for the benefit of Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over arising during the term of the applicable any related Designated Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared ContractContract Arrangement. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006.

Shared Contracts. (a) Notwithstanding anything Seller or its Affiliates are party to the contrary hereinone or more Shared Contracts, Shared Contracts and any rights or obligations thereunder shall not be deemed to be Business Assets or Assets of the Company. Each Seller shall use commercially reasonable efforts to cause including the Shared Contracts set forth on Section 5.08 4.13(a)(xiii) of the Disclosure Schedule. For the avoidance of doubt, to the extent Seller or Buyer identifies any Shared Contract after the Agreement Date that is not set forth on Section 4.13(a)(xiii) of the Disclosure Schedule, such Shared Contract shall be automatically, and without any further action on the part of either Party, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes of this Section 6.08. Within 45 days following the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the “Mirrored Specified Shared Contracts”) ). Seller and Buyer shall use commercially reasonable efforts to be replaced with have the Specified Shared Contracts separated into separate Contracts that provide that between the Company shall receive such rights applicable third party and obligations under a replacement Contract as are substantially similar to those Contract rights each of (a) the business retained by Seller and obligations utilized in its Affiliates and (b) the BusinessBusiness (including the Transferred Entities). The Parties shall agree to cooperate and use their commercially reasonable efforts to provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following and, to the Closing. (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are extent not able to effect the separation of a Mirrored Shared Contract achieved prior to the Closing, thenfor 12 months thereafter (or, in the case of any Specified Shared Contract the subject of services under the Transition Services Agreement, until any the expiration or termination of such Mirrored services under the Transition Services Agreement if later) in effecting the separation of such Specified Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except arising from credit ratings of Buyer or different volume based arrangements, which shall be allocated proportionally between the Business and the retained businesses of Seller and its Affiliates based on consumption during the 12-month period prior to the Closing) than, and otherwise being on substantially the same terms as, the applicable Shared Contract (except that the replicated Specified Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than the Closing); provided, however, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to separate such Specified Shared Contracts; provided, further, that Seller shall not, and shall cause its Affiliates (including the Transferred Entities prior to the Closing) to not, execute any separated Shared Contract without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Further, with respect to any Shared Contract that is not a Specified Shared Contract or any Specified Shared Contract that has not been separated, to the extent permissible under Law requested by Buyer, after the Closing and for 12 months thereafter (or, in the case of any such Shared Contract the subject of services under the terms Transition Services Agreement, until the expiration or termination of such Mirrored Shared Contractservices under the Transition Services Agreement if later), each of until any separate Contract (if any) is obtained therefor, the Parties shall (i) assume cooperate with each other and perform the Liabilities and obligations under such Mirrored Shared Contract relating use their commercially reasonable efforts to its respective business implement or that obtain for Buyer, at no cost to any of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates)Seller, allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (Buyer or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and may freely terminate such Mirrored Shared Contract; bear the obligations and provided, further, that any amounts owed by one Party burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the “Payor Party”) position they would have been in had the rights and obligations relating to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied Business under such Shared Contract been transferred and assumed directly at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. Closing (c) With respect to i.e., without limiting that all Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, thereunder to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, relating to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions Business nevertheless constitute Assumed Liabilities for all purposes of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term this Agreement). In furtherance of the applicable Shared Contractforegoing, measured up to the date if any member of the allocation) by the Excluded BusinessSeller Group, on the one hand, or Buyer or any of its Affiliates (including the BusinessTransferred Entities), on the other hand, receives any benefit or payment that under any Shared Contract was intended for the relevant Shared Contract. (d) From other, Seller and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties willBuyer shall, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify promptly (and in any event, within five (5) Business Days) deliver such benefit or payment to the Company other party, net of any terminations of or other restrictions Taxes imposed on the rights recipient of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of benefit or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006payment.

Shared Contracts. (a) Notwithstanding anything to the contrary herein, Shared Contracts and any rights or obligations thereunder shall not be deemed to be Business Assets or Assets Except as set forth on Section 5.6(a) of the Company. Each Seller Disclosure Schedule, as promptly as practicable after the date hereof, each of the Parties shall use its commercially reasonable efforts to cause each Shared Contract to be split into (i) a separate Contract related exclusively to the TMA Business on terms and conditions consistent in all material respects with the terms and conditions of such Shared Contract that apply to the TMA Business (unless otherwise agreed in writing by Buyer), which separate Contract, subject to Section 5.5, shall be transferred to Buyer with effect as of or as promptly as practicable after the Closing Date (a “Buyer Split Contract”) and (ii) a separate Contract related exclusively to the Seller Retained Businesses on terms and conditions consistent in all material respects with the terms and conditions of such Shared Contract that apply to the Seller Retained Businesses (unless otherwise agreed in writing by Seller), which shall be retained by Seller (a “Seller Split Contract”); provided that in the event that any Shared Contract is eligible for renewal after the Closing, each of the Parties shall use its commercially reasonable efforts to renew such Shared Contract as a Buyer Split Contract and a Seller Split Contract; provided, further, that no Party shall renew any Shared Contract so that such Shared Contract would continue to apply after the Closing to both the TMA Business and the Seller Retained Businesses without the prior written consent of each of Buyer and Seller. As promptly as practicable after the date hereof, Seller and Buyer shall jointly approach the applicable contractual counterparty to each Shared Contract to seek its consent to such split and transfer; provided that neither Party will be obligated to pay any amounts or provide other consideration to any such counterparty or agree to other concessions in connection with obtaining or seeking to obtain any such consent and neither Party shall have any liability whatsoever for failure to (x) pay such amounts or consideration, (y) agree to any such concessions or (z) obtain any such consent (provided that this clause (z) shall not relieve any Party from any Liability arising out of or resulting from such Party’s breach of this Section 5.6(a)). (b) Each of the Parties shall use its commercially reasonable efforts to come to a mutually agreeable decision regarding the split of revenue, if any, to be allocated to Buyer, on the one hand, and the Seller Group, on the other hand, under each Shared Contract in accordance with the portion of such Shared Contract that relates to the TMA Business or the Seller Retained Businesses, respectively, and, unless otherwise agreed by the Parties, consistent with the allocation reflected in the Financial Statements; provided that, with respect to the Shared Contracts set forth on Section 5.08 5.6(b) of the Seller Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that the Company shall receive Schedule, such rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation split of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing. (b) The Sellers revenue shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with the allocation set forth on Section 5.08(c), (ii5.6(b) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunderSeller Disclosure Schedule. (c) With respect to Liabilities pursuant toFrom and after the Closing, under or relating to a given if, and as long as, any split of any Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, cannot be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as followsrealized: (i) first, Seller and its Subsidiaries shall (A) use commercially reasonable efforts to provide Buyer with the economic and operational equivalent of the assignment and transfer of such Shared Contract to Buyer as of the Closing with respect to the TMA Business and the Transferred Assets; (B) make available to Buyer a correct and complete copy (including all amendments and modifications thereto) of the relevant portions of such Shared Contract to the extent a Liability is incurred exclusively in related to the TMA Business; (C) cooperate with Buyer, at Buyer’s expense, to enforce any rights available against any other party to such Shared Contract with respect of a benefit received by to the Excluded Business or the TMA Business, and (D) not amend, supplement, extend, renew or otherwise modify in any material respects such Liability shall be determined Shared Contract in any manner adverse to be a Retained Liability Buyer with respect to the TMA Business unless (x) Buyer gives its prior written consent or an Assumed Liability, respectively(y) Buyer is first released from all Liabilities under such Shared Contract; and (ii) second, Buyer agrees to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated provide to the Sellers, on the one hand, and to Purchaser Seller and its AffiliatesSubsidiaries such maintenance, on the support, training or other handservices, products or payments as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, be required under the relevant terms and conditions of such Shared Contract. (d) From and after the Closing, (i) until either (A) Contract with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006TMA Business.

Shared Contracts. (a) Notwithstanding anything From and after the date of this Agreement, with respect to each Shared Contract, the Purchaser shall use commercially reasonable efforts to enter into a new Contract with each applicable Third Party that is a party to such Shared Contract (each such new Contracts, “New Business Contract”) providing for the Purchaser to obtain all of the Claims, rights and benefits related to the contrary hereinBusiness under such Shared Contact and to assume all of the Liabilities related to the Business under such Shared Contract (provided, Shared Contracts and any rights or obligations thereunder however, that the Purchaser shall not be deemed required to be expend money (other than reasonable fees of, and payments to, the Purchaser’s legal and other professional advisors), commence any litigation or offer or grant any accommodation (financial or otherwise) to any such Third Party or any other Person to enter into any such New Business Assets or Assets of Contract), and the Company. Each Seller shall use commercially reasonable efforts to cause assist the Purchaser in the foregoing. In the event that the Purchaser is unable to enter into a New Business Contract in respect of any Shared Contracts set forth on Section 5.08 Contract at or prior to the Closing, (i) the Purchaser’s obligation to use commercially reasonable efforts to enter into such a New Business Contract shall survive, and continue after, the Closing until that date that is three (3) years after the Closing and (ii) at the Closing, the Seller shall Transfer the Claims, rights and benefits related to the Business under such Shared Contact to the Purchaser and the Purchaser shall assume all of the Disclosure Schedule Liabilities related to the Business under such Shared Contract; provided, however, this Agreement shall not constitute an agreement to Transfer, and the Seller shall not be required to Transfer, to the Purchaser any Claims, rights or benefits related to the Business under any Shared Contract if such Transfer (“Mirrored Shared Contracts”) or the Purchaser’s assumption of Liabilities thereunder related to be replaced with separate Contracts that provide that the Company shall receive such rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate ), without the Consent of any Third Party, would constitute a breach of, or other contravention under, any such Shared Contract, be ineffective with respect to any party thereto and provide each other with reasonable assistance in effecting any such separation of such Mirrored Shared Contracts Consent is not obtained prior to the Closing and for (any such Shared Contract, a period of three months following the Closing“Consent Required Shared Contract”). (b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored With respect to each Consent Required Shared Contract, if anythen, or in connection with any arrangement described in this Section 5.08. If subject to applicable Law, the Parties are not able to effect Seller and the separation Purchaser shall enter into, as of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared a mutually agreeable Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall which (i) assume the Purchaser would obtain, through a subcontracting, sublicensing or subleasing arrangement or otherwise, the Claims, rights and perform benefits of the Liabilities and obligations Seller related to the Business under such Mirrored Consent Required Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c)this Agreement, (ii) hold the Purchaser would assume all Liabilities of the Seller related to the Business under such Consent Required Shared Contract and agree to perform and discharge all such Liabilities in trust accordance with this Agreement and (iii) the Seller would enforce for the benefit of the other PartiesPurchaser, any and all Claims, rights and benefits of the Seller related to the Business against any Third Party that is a party thereto arising from any such Consent Required Shared Contract. The Seller and its Subsidiaries shall promptly forward pay to the other PartiesPurchaser, when received, all monies received by them related to the Business under any monies such Consent Required Shared Contract. The Purchaser shall promptly reimburse the Seller (or other benefits received pursuant pay at the request of the Seller) any Liabilities related to the Business under any such Mirrored Consent Required Shared Contract. If and when the legal or contractual impediments the presence of which caused the deferral of Transfer of any Consent Required Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunder. (c) With respect to Liabilities pursuant to, under or relating to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this AgreementSection 2.06 are obtained, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term Transfer of the applicable Consent Required Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after the Closing, (i) until either (A) with respect to any Member whose membership arises from a Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing shall be effected in accordance with the terms of this Agreement or the applicable Ancillary Agreement. The Seller’s obligation to administer any Consent Required Shared Contract shall terminate on the date that is three (3) years after the Closing Date. Any such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts mutually agreeable Contract entered into by the applicable health club member at any Excluded FacilitySeller and the Purchaser under this Section 2.06(b) shall be subject to the written consent of Health Care Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Except as expressly contemplated in this Section 2.06, the Sellers Claims, benefits and rights under any Consent Required Shared Contract shall use their commercially reasonable efforts tocontinue to be considered a Transferred Asset under this Agreement; provided that, and for the avoidance of doubt, (i) there shall be no adjustment to cause their respective Affiliates to, notify the Company Purchase Price as a result of any terminations of or other restrictions imposed on Contract being a Consent Required Shared Contract and (ii) in no event shall the rights non-existence of any health club members under such Consent Required Shared Membership Contracts Contract be a condition to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006Closing.

Shared Contracts. (a) Notwithstanding anything Trinity shall and shall cause its Affiliates to the contrary herein, Shared Contracts and any rights or obligations thereunder shall not be deemed to be Business Assets or Assets of the Company. Each Seller shall use commercially reasonable their best efforts to cause the Shared Contracts set forth on Section 5.08 of in Schedule 5.3 (the Disclosure Schedule (“Mirrored Key Shared Contracts”), with the exception of the Key Shared Contracts that are specifically denominated therein as being covered directly by Section 6.4(b) below, to be replaced replaced, prior to or on the Closing Date with two separate contracts, which shall (x) respectively, deal exclusively with the Business (the “Business Replacement Contract”), and all business other than the Business (the “Other Replacement Contract”), and (y) have substantially the same terms as the Key Shared Contracts that provide that the Company being replaced. Stago shall receive such rights and obligations under a replacement Contract as are substantially similar shall cause its Affiliates to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other Trinity with all reasonable assistance in effecting such separation of such Mirrored the Key Shared Contracts prior to the Closing (with no obligation on the part of the Purchaser Group to pay any third party costs or fees with respect to such assistance). Stago shall be afforded with an opportunity to participate in the relevant negotiations and for a period of three months following to approve the Closingreplacement contracts (such approval not to be unreasonably withheld or delayed). (b) The Sellers shall be responsible for In the event that any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored such Key Shared Contract is replaced in accordance with subsection (a) above prior to the ClosingClosing Date, then, until any such Mirrored Shared the Business Replacement Contract is separated, shall be deemed to the extent permissible under Law and under the terms of such Mirrored Shared be a Business Contract, each of while the Parties Other Replacement Contract shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the “Payor Party”) to the other Party (the “Payee Party”) pursuant to Section 5.08(b)(i) may be satisfied at the Payor Party’s option by setting off such amounts against any amounts owed to it excluded from the Payee Party pursuant to Section 5.08(b)(i). Purchaser shall be solely responsible for replacing any Mirrored Shared Contracts not separated or transitioned hereunderdefinition of Business Contracts. (c) With If Trinity is not able to separate a Key Shared Contract in accordance with subsection (a) above at or prior to the Closing Date, the Key Shared Contract shall be deemed to be an Excluded Contract if referred to as such in Schedule 5.3 and shall therefore remain with the Seller Group, subject to the relevant members of the Seller Group complying with Section 6.3(b) and 6.3(d) with respect to Liabilities pursuant tosuch contracts, under or relating in which case the relevant Business Asset Purchaser shall hold the relevant Business Asset Seller harmless with respect to a given Shared Contract (“Shared Contractual Liabilities”), such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, an Ancillary Agreement or a Mirrored Shared Contract, be allocated between the Sellers, on the one hand, and Purchaser and its Affiliates, on the other hand, as follows: (i) first, any obligations arising thereunder that relate to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Business or the Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to the Sellers, on the one hand, and to Purchaser and its Affiliates, on the other hand, as the case may be, based on the relative proportions of total benefits received ((A) to the extent the Liabilities relate to a specific period, over such period and (B) otherwise over the term of the applicable Shared Contract, measured up to the date of the allocation) by the Excluded Business, on the one hand, or the Business, on the other hand, under the relevant Shared Contract. (d) From and after All of the Closing, (iother Shared Contracts shall be novated, assigned or transferred to the Purchasers, according to the procedure set forth in Section 5.2(f) until either (A) above, provided that the relevant transferring Business Asset Seller shall hold the relevant Business Asset Purchaser harmless with respect to any Member whose membership arises from obligations arising under a given Shared Membership Contract that is a Paid-In-Full Membership Contract or prepaid Financed Membership Contract, the later of the expiration of such Contract in accordance with its terms or December 31, 2006, or (B) in the case of relate to any other Shared Membership Contract, December 31, 2006, each of the Parties will, and will cause its applicable Affiliates to, allow the use of the Facilities or Excluded Facilities, as the case may be, by Members or members of any Excluded Facilities who are parties to such Shared Membership Contracts as of the Closing in accordance with the terms of such Shared Membership Contracts as in effect at Closing; (ii) with respect to Shared Membership Contracts entered into by the applicable health club member at any Excluded Facility, the Sellers shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Company of any terminations of or other restrictions imposed on the rights of any health club members under such Shared Membership Contracts to use any Transferred Facility; (iii) with respect to Shared Membership Contracts entered into by the applicable Member at any Transferred Facility, Purchaser and the Company shall use their commercially reasonable efforts to, and to cause their respective Affiliates to, notify the Sellers of any terminations of or other restrictions imposed on the rights of any Members under such Shared Membership Contracts to use any Excluded Facilities or Deferred Facilities, as the case may be; and (iv) none of the Parties will, and the Parties will cause their respective Affiliates not to, enter into or renew any Shared Membership Contracts business other than (A) renewals required by the terms of such Shared Membership Contracts or (B) renewals of Paid-In-Full Membership Contracts or prepaid Financed Membership Contracts prior to December 31, 2006 so long as the Party entering into such renewals notifies the applicable health club members that the right to use the other Party’s and its Affiliates’ Facilities or Excluded Facilities, as the case may be, by such health club members will terminate on December 31, 2006Business.