Common use of Real Property; Tangible Property Clause in Contracts

Real Property; Tangible Property. (a) Schedule 4.15(a) of the Company Disclosure Letter lists all real property owned by a Group Company since the Reference Date (the “Currently Owned Real Property”), identifying properties previously owned (the “Previously Owned Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Property. (b) Each Group Company has a valid, binding and enforceable leasehold interest under each of the real property leases under which it is a lessee (the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Properties. (c) Each Group Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of all Liens other than: (i) Permitted Liens; (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are currently being used for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole.

Real Property; Tangible Property. (a) Schedule 4.15(a) of the The Company Disclosure Letter lists all and its Subsidiaries do not own and have never owned any real property owned by a Group Company since the Reference Date (the “Currently Owned Real Property”), identifying properties previously owned (the “Previously Owned Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Propertyproperty. (b) Each Group Company has Schedule 5.22(b) contains a validtrue, binding correct and enforceable leasehold interest under each complete list of the all real property leases under leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries for which it the Company or any of its Subsidiaries is a lessee required to make aggregate annual payments in excess of $10,000 (the “Company Leased PropertiesReal Property”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all material Company modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto) for the Leased Real Property Leasesto which the Company or its Subsidiaries is a party (the “Real Estate Lease Documents”). No Group Each Real Estate Lease Document is a legal, valid, binding and enforceable obligation of the Company is in breach of or default under any Company Real Property Lease, its Subsidiaries and, to the Knowledge knowledge of the Company, no the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect. No material default or breach by (i) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any of its Subsidiaries have received written or, to the knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which has not been cured. No event has occurred that, and no circumstance condition exists which, if not remedied, and whether with or without notice or the passage lapse of time or both, would result in such constitute a defaultmaterial default or breach under any Real Estate Lease Document by the Company or any of its Subsidiaries or, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge knowledge of the Company, (i) there are no pending condemnation proceedings with respect to by the other parties thereto. Neither the Company nor any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has its Subsidiaries have received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults remains outstanding as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to Agreement that the current use and occupancy by the Company or any Company of its Subsidiaries of the Leased Real Property Lease has exercised and any termination rights with respect thereto. Except as permitted after improvements made by the occurrence Company or any of an event its Subsidiaries thereon (A) are prohibited by any Lien or Law other than Permitted Liens or (B) are in material violation of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased PropertiesProperty. (c) Each Group The Company or one of its Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assetsassets or personal property, free and clear of all Liens other than: than (i) Permitted Liens; Liens and (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure LetterEstate Lease Documents. The material tangible assets or personal property (together with the material Intellectual Property rights and contractual rights) of the Group Companies: Company and its Subsidiaries (A) constitute all of the assets, rights and properties that are currently being used necessary in all material respects for the operation of the businesses of the Group Companies Company and its Subsidiaries as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies Company and its Subsidiaries as currently conducted; conducted and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, practice and are in good operating condition working order and repaircondition, except for ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the Group CompaniesCompany and its Subsidiaries, taken as a whole.

Real Property; Tangible Property. (a) Schedule 4.15(a) of the The Company Disclosure Letter lists all and its Subsidiaries do not own and have never owned any real property owned by a Group Company since the Reference Date (the “Currently Owned Real Property”), identifying properties previously owned (the “Previously Owned Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Propertyproperty. (b) Each Group Company has Schedule 5.19(b) contains a validtrue, binding correct and enforceable leasehold interest under each complete list of the all real property leases under leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries for which it the Company or any of its Subsidiaries is a lessee required to make aggregate annual base rent payments in excess of $2,000,000 in the calendar year in which the Closing occurs (the “Company Leased PropertiesReal Property”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all material Company modifications, amendments, supplements, guaranties, extensions, renewals, waivers and side letters, and other than any such document that does not exist or is not in the Company’s possession or subject to its control) for the Leased Real Property Leasesto which the Company or its Subsidiaries is a party (the “Real Estate Lease Documents”). No Group Company is in breach of or default under any Company Real Property Lease, and, to To the Knowledge knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or neither the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to Company nor any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has its Subsidiaries have received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults remains outstanding as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to Agreement that the current use and occupancy by the Company or any Company of its Subsidiaries of the Leased Real Property Lease has exercised and any termination rights with respect thereto. Except as permitted after improvements made by the occurrence Company or any of an event its Subsidiaries thereon (A) are prohibited by any Lien or Law other than Permitted Liens or (B) are in material violation of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased PropertiesProperty. (c) Each Group The Company or one of its Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assetsassets or personal property, free and clear of all Liens other than: than (i) Permitted Liens; Liens and (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) Estate Lease Documents. The material tangible assets or personal property of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: its Subsidiaries (A) constitute all of the assets, rights assets and properties that are currently being used necessary in all material respects for the operation of the businesses of the Group Companies Company and its Subsidiaries as they are now conducted, and taken together, are adequate and sufficient in all material respects for the operation of the businesses of the Group Companies Company and its Subsidiaries as currently conducted; conducted and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, practice and are in good operating condition working order and repaircondition, except for ordinary wear and tear excepted, or loss by casualty and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the Group CompaniesCompany and its Subsidiaries, taken as a whole.

Real Property; Tangible Property. (a) Schedule 4.15(a2.13(a) of the Company Disclosure Letter lists all material items of real property owned by a Group the Company since the Reference Date or its Subsidiaries (the “Currently "Owned Real Property”), identifying properties previously owned ") or real property leased by the Company or its Subsidiaries (the “Previously "Leased Real Property") with an annual rental of at least $20,000.00. The Company and its Subsidiaries have good and marketable title to the Owned Real Property”, Property listed on Schedule 2.13(a) of the Disclosure Letter and together with valid leasehold interests in the Currently Owned Leased Real Property, collectively, Property listed on Schedule 2.13(a) of the “Owned Real Property”)Disclosure Letter, in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than except for Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Property. (b) Each Group Company has a validThe Owned Real Property and the Leased Real Property, binding and enforceable leasehold interest under each together with easements appurtenant thereto, include all of the material real property used or held for use in connection with or otherwise required to carry on the business of the Company and its Subsidiaries, as currently conducted. (c) Schedule 2.13(a) of the Disclosure Letter contains a complete and correct list of all real property leases under relating to the Leased Real Property to which it the Company or any of its Subsidiaries is a lessee party or is bound with an annual rental of at least $20,000.00 (the “Company Leased Properties”"Leases"), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property the Leases. No Group Company Each of the Leases (including any option to purchase contained therein) is in breach of or default under any Company Real Property Lease, and, to full force and effect and is enforceable against the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remediedlandlord which is party thereto in accordance with its terms, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are exists no pending condemnation proceedings with respect to any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event of default (or any event that with notice or lapse of time, time or both, both would constitute become a breach or default by any Group Company under any default) on the part of the Company Real Property Leases and, to the Knowledge or any of the Company, no other party is in breach or default thereofits Subsidiaries under any Leases, except for such breaches or failures to be in full force and effect and defaults as would not, individually or in the aggregate, reasonably be expected to be material to have or result in a Material Adverse Effect. (d) Except as set forth on Schedule 2.13(d) of the Group CompaniesDisclosure Letter, taken as a whole. As the Company and its Subsidiaries have legal and beneficial ownership of all of their respective tangible personal property and assets included in the Company's financial statements for the fiscal year ended December 31, 2005 included in its annual report filed with the SEC on Form 10-K for the fiscal year ended December 31, 2005, except for properties and assets disposed of in the ordinary course of business and consistent with past practice since the date of this Agreementsuch financial statements, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Properties. (c) Each Group Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, each case free and clear of all Liens other than: (i) than Permitted Liens; . (iie) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are currently being used for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except Except as would not, individually or in the aggregate, reasonably be expected to be material have or result in a Material Adverse Effect, the Company and its Subsidiaries own or have the right to use all of the Group Companiesproperties and assets necessary for the conduct of their business as currently conducted. Each such tangible asset has been maintained in accordance with normal industry practice, taken as a wholeis in good operating condition and repair (subject to normal wear and tear) and is suitable for the purpose for which it is currently used.

Real Property; Tangible Property. (a) Neither the Company nor any of its Subsidiaries own any material items of real property. Schedule 4.15(a2.11(a) of the Company Disclosure Letter lists all real property owned leased by a Group the Company since the Reference Date or its Subsidiaries (the “Currently Owned Leased Real Property”), identifying properties previously owned as well as a complete and correct list of all real property leases relating to the Leased Real Property to which the Company or any of its Subsidiaries is a party or is bound (the “Previously Owned Real Property”, and together with the Currently Owned Real Propertyany amendments, collectivelymodifications, the “Owned Real Property”)supplements, in each case since the Reference Date. Other than pursuant to agreements renewals, extensions and guarantees related thereto listed on Schedule 4.21(a2.11(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities“Leases”) including the parties to such lease, contingent any amendments, modifications, supplements, renewals, extensions and guarantees related thereto, the expiration date of such lease and any consents, approvals or otherwise, other documents necessary or required such that each lease will be in full force and effect and remain binding on all parties thereto in accordance with respect to the Previously Owned Real Propertyterms of such lease as of the Closing Date. The Group Companies own good Company and its Subsidiaries have valid fee simple title (or local equivalentleasehold interests in the Leased Real Property listed on Schedule 2.11(a) in and to of the Currently Owned Real PropertyDisclosure Letter, free and clear of all Liens (other than except for Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses Each of the Group Companies Leases is in full force and effect and is enforceable in accordance with its terms. None of the Company or any of its Subsidiaries is in material breach or default under any Lease nor, to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu is any lessor of condemnation with respect to the Currently Owned Leased Real Property is pending in material breach or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Propertydefault thereunder. (b) Each Group Company has a validThe Leased Real Property, binding and enforceable leasehold interest under each together with easements appurtenant thereto, include all of the material real property leases under which it is a lessee (used or held for use in connection with or otherwise required to carry on the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each business of the leasesCompany and its Subsidiaries as currently conducted. (c) The Company or its Subsidiaries, lease guaranteesas applicable, agreements has such rights of ingress and documents related egress with respect to any Company such Leased PropertiesReal Property, including buildings, structures, facilities, fixtures and other improvements as are required to conduct the applicable portions of their respective business as currently conducted in a safe, efficient and lawful manner in all amendments, terminations material respects and modifications thereof consistent with past practice. (collectively, the “Company Real Property Leases”), is in full force and effect. d) The Company has made available to Parent true, the Purchaser correct and complete copies of all material Company Real Property the Leases. No Group Company Each of the Leases (including any option to purchase contained therein) is in breach of or default under any Company Real Property Lease, full force and effect and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remediedis enforceable against the landlord which is party thereto in accordance with its terms, and whether there exists no material default or event of default (or any event that with or without notice or the passage lapse of time or both, both would result become an event of default) on the part of the Company or any of its Subsidiaries under any Leases. (e) The Improvements are adequate for the purposes for which they are presently being used in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be all material to the Group Companies, taken as a whole. respects. (f) To the Knowledge of the Company, (i) there all consents, licenses, rights or other permissions necessary to permit the lawful use and operation of the Leased Real Property for the purposes for which they are no pending condemnation proceedings with respect to presently being used, or of any improvements on any of the Company Leased PropertiesReal Property or which is necessary to permit the lawful use and operation of all driveways, roads and (ii) the current use other means of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under egress and ingress to and from any of the Company Leased Real Property Leases andhave been obtained and are in full force and effect, the absence of which would reasonably be expected to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults as would nothave, individually or in the aggregate, reasonably be expected a Material Adverse Effect on the use and operation of the Leased Real Property for the purposes for which they are presently being used or for which they are presently contemplated by the Company to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Propertiesused. (cg) Each Group The Company has good and marketable title toits Subsidiaries have legal and beneficial ownership of, or a valid leasehold interest in or right to usein, all of its their respective material tangible assetspersonal property and assets included in the Audited Financial Statements (except for properties and assets disposed of in the ordinary course of business since the date thereof), in each case free and clear of all Liens other than: (i) than Permitted Liens; (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letter. The tangible assets (together with Company and its Subsidiaries own or have the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute right to use all of the assets, rights material properties and properties that are currently being used assets necessary for the operation conduct of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies their business as currently conducted; and (B) have . Each such tangible asset has been maintained in all material respects in accordance with generally applicable accepted normal industry practice, are is in good operating condition and repair, ordinary repair (subject to normal wear and tear excepted, tear) and are adequate and is suitable for the uses to purpose for which they are being putit is currently used, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as have a wholeMaterial Adverse Effect.

Real Property; Tangible Property. (a) Schedule 4.15(a2.13(a) of the Company EBG Disclosure Letter lists all material items of real property either owned by a Group Company since the Reference Date EBG or its Subsidiaries (the “Currently EBG Owned Real Property”), identifying properties previously owned ) or leased by EBG or its Subsidiaries (the “Previously Owned EBG Leased Real Property”, ). EBG and together with its Subsidiaries have good and marketable fee simple title to the Currently EBG Owned Real Property, collectively, Property listed on Schedule 2.13(a) and valid leasehold interests in the “Owned EBG Leased Real Property”Property listed on Schedule 2.13(a), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than except for Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads None of EBG or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently its Subsidiaries owns or holds, has granted or is obliged under any contractual right to purchase, acquire, sell or dispose of any EBG Owned Real Property. None of the Group Companies EBG or any of its Subsidiaries is party to obligated under any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party agreement to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned EBG Leased Real Property. (b) Each Group Company has a validThe EBG Owned Real Property and the EBG Leased Real Property, binding and enforceable leasehold interest under each together with easements appurtenant thereto, include all of the material real property used or held for use in connection with or otherwise required to carry on the business of EBG and its Subsidiaries, as currently conducted. (c) Schedule 2.13(c) of the EBG Disclosure Letter contains a complete and correct list of all real property leases under relating to the EBG Leased Real Property to which it EBG or any of its Subsidiaries is a lessee party or is bound (the “Company Leased PropertiesEBG Leases”), free . EBG has made available to Astoria correct and clear of all Liens (other than Permitted Liens) and each complete copies of the leases, lease guarantees, agreements and documents related to any Company Leased PropertiesEBG Leases, including all amendments, terminations modifications, and modifications thereof (collectivelyextensions thereto and guarantees thereof. Under each of the EBG Leases, the “Company tenant thereunder enjoys peaceful and undisturbed possession of and has the exclusive right to use and occupy its respective EBG Leased Real Property Leases”), Property. Each of the EBG Leases (including any option to purchase contained therein) is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, effect and, to the Knowledge of EBG, is enforceable against the Company, no event has occurred and no circumstance exists which, if not remediedlandlord which is party thereto in accordance with its terms, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are exists no pending condemnation proceedings with respect to any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event of default (or any event that with notice or lapse of time, time or both, both would constitute become a breach default) on the part of EBG or default by any Group Company of its Subsidiaries under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereofEBG Leases, except for such breaches or failures to be in full force and effect and defaults as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as have or result in a whole. As of the date of this Agreement, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased PropertiesMaterial Adverse Effect. (cd) Each Group Company has good EBG and marketable title to, or a valid leasehold interest in or right to use, its Subsidiaries have legal and beneficial ownership of all of its their respective tangible assetspersonal property and assets included in the EBG Financial Statements for the fiscal year ended December 31, 2005, except for properties and assets disposed of in the ordinary course of business since December 31, 2005, in each case free and clear of all Liens other than: (i) than Permitted Liens; (ii) . Except as would not reasonably be expected to have a Material Adverse Effect, EBG and its Subsidiaries own or have the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute right to use all of the assets, rights properties and properties that are currently being used assets necessary for the operation conduct of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies their business as currently conducted; and (B) have . Each such tangible asset has been maintained in all material respects in accordance with generally applicable accepted normal industry practice, are is in good operating condition and repair, ordinary repair (subject to normal wear and tear excepted, tear) and are adequate and is suitable for the uses to purpose for which they are being put, it is currently used. (e) Each parcel included in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken EBG Owned Real Property is assessed for real property tax purposes as a wholewholly-independent tax lot, separate and apart from any adjoining land or improvements not constituting a part of that parcel.

Real Property; Tangible Property. (a) Neither the Company nor any of the Company Subsidiaries owns or has ever owned any real property; provided, that, in the case of any Company Subsidiary, this representation is made only with respect to the time that such Subsidiary has been a Subsidiary of the Company. (b) Schedule 4.15(a5.13(b) of the Company Disclosure Letter lists lists, as of the date of this Agreement, all real property owned leased, subleased, licensed or otherwise occupied, by a the Group Company since the Reference Date Companies (the “Currently Owned Leased Real Property”), identifying properties previously owned (including the “Previously Owned Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) address of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned such Leased Real Property (i) are in good condition and repair in all material respectsleases, subject to reasonable wear and tearsubleases, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewerlicenses, water, gas, electric, telephone occupancy agreements and other utilities, in each case, as are reasonably necessary and sufficient similar documents related to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of ’ use or occupancy of any portion of any parcel of Currently Owned Leased Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Property. (b) Each Group Company has a valid, binding and enforceable leasehold interest under each of the real property leases under which it is a lessee (the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereto and guarantees thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any one of the Company Subsidiaries has a good and valid, leasehold estate in all Leased Properties, Real Property free and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions clear of any Governmental Entity in any material respectand all Liens (other than Permitted Liens). No Group Company has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunderNo Leased Real Property, no party or any portion thereof, is currently sublet or sublicensed by any Group Company to a Company third party. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened with respect to any Leased Real Property Lease has which individually or in the unilateral right aggregate, would be reasonably likely to terminate any of the Company Real Property Leases prior be material to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains Group Companies, taken as a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Propertieswhole. (c) Each Group The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assetsassets and personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letterleases. The material tangible assets and personal property (together with the Intellectual Property rights and contractual rightsrights under Contracts) of the Group Companies: (A) constitute all of the assets, rights and properties that are currently being used necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good operating condition working order and repaircondition, except for ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.

Real Property; Tangible Property. (a) Schedule 4.15(a) of the The Company Disclosure Letter lists all and its Subsidiaries do not own and have never owned any real property owned by a Group Company since the Reference Date (the “Currently Owned Real Property”), identifying properties previously owned (the “Previously Owned Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Propertyproperty. (b) Each Group Company has Schedule 5.19(b) contains a validtrue, binding correct and enforceable leasehold interest under each complete list of the all real property leases under leased, subleased, licensed or otherwise occupied by the Company or its Subsidiaries for which it the Company or its Subsidiaries is a lessee required to make aggregate annual payments in excess of $19,000 (the “Company Leased PropertiesReal Property”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all material Company modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto) for the Leased Real Property Leasesto which the Company or its Subsidiaries is a party (the “Real Estate Lease Documents”). No Group Each Real Estate Lease Document is a legal, valid, binding and enforceable obligation of the Company is in breach of or default under any Company Real Property Lease, its Subsidiaries and, to the Knowledge knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect. No material default or breach by (i) the Company or its Subsidiaries or (ii) to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor its Subsidiaries has received written or, to the knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which has not been cured. To the knowledge of the Company, no event has occurred that, and no circumstance condition exists which, if not remedied, and whether with or without notice or the passage lapse of time or both, would result in such constitute a default, except for such breaches material default or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to breach under any of Real Estate Lease Document by the Company Leased Properties, and (ii) or its Subsidiaries or by the current use of other parties thereto. Neither the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company nor its Subsidiaries has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults remains outstanding as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to any Agreement that the current use and occupancy by the Company and its Subsidiaries of the Leased Real Property Lease has exercised and any termination rights with respect thereto. Except as permitted after improvements made by the occurrence Company and its Subsidiaries thereon (A) are prohibited by any Lien or law other than Permitted Liens or (B) are in material violation of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased PropertiesProperty. (c) Each Group The Company or one of its Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assetsassets or personal property, free and clear of all Liens other than: than (i) Permitted Liens; Liens and (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letterleases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: Company and its Subsidiaries (A) constitute all of the assets, rights and properties that are currently being used necessary in all material respects for the operation of the businesses of the Group Companies Company and its Subsidiaries as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies Company and its Subsidiaries as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good operating condition working order and repaircondition, except for ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the Group CompaniesCompany and its Subsidiaries, taken as a whole.

Real Property; Tangible Property. (a) Schedule 4.15(a) of the The Company Disclosure Letter lists all and its Subsidiaries do not own and have never owned any real property owned by a Group Company since the Reference Date (the “Currently Owned Real Property”), identifying properties previously owned (the “Previously Owned Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Propertyproperty. (b) Each Group Company has Schedule 5.19(b) contains a validtrue, binding correct and enforceable leasehold interest under each complete list of the all real property leases under leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries for which it the Company or any of its Subsidiaries is a lessee required to make aggregate annual payments in excess of $300,000 (the “Company Leased PropertiesReal Property”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all material Company modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto) for the Leased Real Property Leasesto which the Company or its Subsidiaries is a party (the “Real Estate Lease Documents”). No Group Each Real Estate Lease Document is a legal, valid, binding and enforceable obligation of the Company is in breach of or default under any Company Real Property Lease, its Subsidiaries and, to the Knowledge knowledge of the Company, no the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect. No material default or breach by (i) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any of its Subsidiaries have received written or, to the knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which has not been cured. No event has occurred that, and no circumstance condition exists which, if not remedied, and whether with or without notice or the passage lapse of time or both, would result in such constitute a defaultmaterial default or breach under any Real Estate Lease Document by the Company or any of its Subsidiaries or, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge knowledge of the Company, (i) there are no pending condemnation proceedings with respect to by the other parties thereto. Neither the Company nor any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has its Subsidiaries have received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults remains outstanding as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to Agreement that the current use and occupancy by the Company or any Company of its Subsidiaries of the Leased Real Property Lease has exercised and any termination rights with respect thereto. Except as permitted after improvements made by the occurrence Company or any of an event its Subsidiaries thereon (A) are prohibited by any Lien or Law other than Permitted Liens or (B) are in material violation of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased PropertiesProperty. (c) Each Group The Company or one of its Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assetsassets or personal property, free and clear of all Liens other than: than (i) Permitted Liens; Liens and (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure LetterEstate Lease Documents. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: Company and its Subsidiaries (A) constitute all of the assets, rights and properties that are currently being used necessary in all material respects for the operation of the businesses of the Group Companies Company and its Subsidiaries as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies Company and its Subsidiaries as currently conducted; conducted and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, practice and are in good operating condition working order and repaircondition, except for ordinary wear and tear excepted, or loss by casualty and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the Group CompaniesCompany and its Subsidiaries, taken as a whole.

Real Property; Tangible Property. (a) Schedule 4.15(a3.13 (a) of the Company Astoria Disclosure Letter lists all material items of real property either owned by a Group Company since the Reference Date Astoria or its Subsidiaries (the “Currently Astoria Owned Real Property”), identifying properties previously owned ) or leased by Astoria or its Subsidiaries (the “Previously Owned Astoria Leased Real Property”, ). Astoria and together with its Subsidiaries have good and marketable fee simple title to the Currently Astoria Owned Real Property, collectively, Property listed on Schedule 3.13(a) and valid leasehold interests in the “Owned Astoria Leased Real Property”Property listed on Schedule 3.13 (a), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than except for Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads None of Astoria or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently its Subsidiaries owns or holds, has granted or is obliged under any contractual right to purchase, acquire, sell or dispose of any Astoria Owned Real Property. None of the Group Companies Astoria or any of its Subsidiaries is party to obligated under any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party agreement to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Astoria Leased Real Property. (b) Each Group Company has a validThe Astoria Owned Real Property and the Astoria Leased Real Property, binding and enforceable leasehold interest under each together with easements appurtenant thereto, include all of the material real property used or held for use in connection with or otherwise required to carry on the business of Astoria and its Subsidiaries, as currently conducted. (c) Schedule 3.13(c) of the Astoria Disclosure Letter contains a complete and correct list of all real property leases under relating to the Astoria Leased Real Property to which it Astoria or any of its Subsidiaries is a lessee party or is bound (the “Company Leased PropertiesAstoria Leases”), free . Astoria has made available to EBG correct and clear of all Liens (other than Permitted Liens) and each complete copies of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, Astoria Leases including all amendments, terminations modifications and modifications thereof (collectivelyextensions thereto and guarantees thereof. Under each of the Astoria Leases, the “Company tenant thereunder enjoys peaceful and undisturbed possession of and has the exclusive right to use and occupy its respective Astoria Leased Real Property Leases”), Property. Each of the Astoria Leases (including any option to purchase contained therein) is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, effect and, to the Knowledge of Astoria, is enforceable against the Company, no event has occurred and no circumstance exists which, if not remediedlandlord which is party thereto in accordance with its terms, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are exists no pending condemnation proceedings with respect to any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event of default (or any event that with notice or lapse of time, time or both, both would constitute become a breach default) on the part of Astoria or default by any Group Company of its Subsidiaries under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereofAstoria Leases, except for such breaches or failures to be in full force and effect and defaults as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as have or result in a whole. As of the date of this Agreement, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased PropertiesMaterial Adverse Effect. (cd) Each Group Company has good Astoria and marketable title to, or a valid leasehold interest in or right to use, its Subsidiaries have legal and beneficial ownership of all of its their respective tangible assetspersonal property and assets included in the Astoria Financial Statements for the fiscal year ended December 31, 2005, except for properties and assets disposed of in the ordinary course of business since December 31, 2005, in each case free and clear of all Liens other than: (i) than Permitted Liens; (ii) . Except as would not reasonably be expected to have a Material Adverse Effect, Astoria and its Subsidiaries own or have the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute right to use all of the assets, rights properties and properties that are currently being used assets necessary for the operation conduct of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies their business as currently conducted; and (B) have . Each such tangible asset has been maintained in all material respects in accordance with generally applicable accepted normal industry practice, are is in good operating condition and repair, ordinary repair (subject to normal wear and tear excepted, tear) and are adequate and is suitable for the uses to purpose for which they are being put, it is currently used. (e) Each parcel included in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken Astoria Owned Real Property is assessed for real property tax purposes as a wholewholly-independent tax lot, separate and apart from any adjoining land or improvements not constituting a part of that parcel.

Real Property; Tangible Property. (a) Schedule 4.15(a2.12(a) of the Company Disclosure Letter lists all material items of real property either owned by a Group the Company since the Reference Date or its Subsidiaries (the “Currently Owned Real Property”), identifying properties previously owned (the “Previously Owned Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”) or leased by the Company or its Subsidiaries (the “Leased Real Property”). The Company and its Subsidiaries have good and marketable title to the Owned Real Property and valid leasehold interests in the Leased Real Property, in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than except for Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property . (ib) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party Company or any of its Subsidiaries has leased or otherwise granted to any leases or subleases granting to any party or parties Person the right of to use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation There are no outstanding options, right of the transactions contemplated by this Agreement will not give rise first refusal or rights of first offer to purchase any third parties having the right to acquire any of the Currently Owned Real PropertyProperty or any portion thereof or interest therein. (bc) Each Group Neither the Company nor any of its Subsidiaries has a validreceived written notice that any condemnation proceedings or similar actions or proceedings are now pending or threatened with respect to the Real Property or any part thereof. (d) The Owned Real Property and the Leased Real Property, binding and enforceable leasehold interest under each together with easements appurtenant thereto, include all of the material real property used or held for use in connection with or otherwise required to carry on the business of the Company and its Subsidiaries, as currently conducted. (e) Schedule 2.12(e) of the Disclosure Letter contains a complete and correct list of all real property leases under relating to the Leased Real Property to which it the Company or any of its Subsidiaries is a lessee party or is bound (the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property the Leases. No Group Company Each of the Leases (including any option to purchase contained therein) is in breach of or default under any Company Real Property Lease, full force and effect and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remediedis enforceable against the landlord which is party thereto in accordance with its terms, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are exists no pending condemnation proceedings with respect to any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event of default (or any event that with notice or lapse of time, time or both, both would constitute become a breach or default by any Group Company under any default) on the part of the Company Real Property Leases andor any of its Subsidiaries or, to the Knowledge of the Company, no any other party is in breach or default thereofthereto, under any Leases, except for such breaches or failures to be in full force and effect and defaults as would not, individually or in the aggregate, reasonably be expected to be material to have or result in a Material Adverse Effect. The Leases constitute all written and oral agreements of any kind for the Group Companiesleasing, taken as a whole. As rental, use or occupancy of the date of this Agreement, no party to any Company Owned Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after and the occurrence of an event of default thereunder, no party to a Company Leased Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased PropertiesProperty. (cf) Each Group Company has good The execution and marketable title todelivery of this Agreement by the Company, or a valid leasehold interest in or right to use, all and the performance of its tangible assetsobligations hereunder do not conflict with, free and clear violate, breach or result in a default under (with or without the giving of all Liens other than: (inotice or the lapse of time) Permitted Liens; (ii) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the rights loss of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assetsbenefit under, rights and properties any Lease that are currently being used for is material to the operation of the businesses of business conducted by the Group Companies as they are now conductedCompany and its Subsidiaries, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect or materially impair the ability of the Company to perform its obligations hereunder. (g) The Company and its Subsidiaries have legal and beneficial ownership of all of their respective tangible personal property and assets reflected in the Financial Statement for the fiscal year ended December 31, 2004, or acquired since December 31, 2004 except for properties and assets disposed of in the ordinary course of business since the date of the Financial Statement for the fiscal year ended December 31, 2004, in each case free and clear of all Liens other than Permitted Liens. Except as would not reasonably be material expected to have a Material Adverse Effect, the Group CompaniesCompany and its Subsidiaries own or have the right to use all of the properties and assets necessary for the conduct of their business as currently conducted, taken and, upon consummation of the transactions contemplated by this Agreement, will be entitled to continue to use properties and assets which are currently employed by them in the conduct of their business as currently conducted. Each such tangible asset has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purpose for which it is currently used. Since January 1, 2005, neither the Company nor any of its Subsidiaries has sold, transferred or otherwise disposed of any tangible personal property or asset with a wholefair market value in excess of $1.0 million.

Real Property; Tangible Property. (a) Schedule 4.15(a) of the The Company Disclosure Letter lists all and its Subsidiaries do not own and have never owned any real property owned by a Group Company since the Reference Date (the “Currently Owned Real Property”), identifying properties previously owned (the “Previously Owned Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Propertyproperty. (b) Each Group Company has Schedule 5.19(b) contains a validtrue, binding correct and enforceable leasehold interest under each complete list of the all real property leases under leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries for which it the Company or any of its Subsidiaries is a lessee required to make aggregate annual payments in excess of $10,000 (the “Company Leased PropertiesReal Property”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all material Company modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto) for the Leased Real Property Leasesto which the Company or its Subsidiaries is a party (the “Real Estate Lease Documents”). No Group Each Real Estate Lease Document is a legal, valid, binding and enforceable obligation of the Company is in breach of or default under any Company Real Property Lease, its Subsidiaries and, to the Knowledge knowledge of the Company, no the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect. No material default or breach by (i) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any of its Subsidiaries have received written or, to the knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which has not been cured. No event has occurred that, and no circumstance condition exists which, if not remedied, and whether with or without notice or the passage lapse of time or both, would result in such constitute a defaultmaterial default or breach under any Real Estate Lease Document by the Company or any of its Subsidiaries or, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge knowledge of the Company, (i) there are no pending condemnation proceedings with respect to by the other parties thereto. Neither the Company nor any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has its Subsidiaries have received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults remains outstanding as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to Agreement that the current use and occupancy by the Company or any Company of its Subsidiaries of the Leased Real Property Lease has exercised and any termination rights with respect thereto. Except as permitted after improvements made by the occurrence Company or any of an event its Subsidiaries thereon (A) are prohibited by any Lien or Law other than Permitted Liens or (B) are in material violation of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased PropertiesProperty. (c) Each Group The Company or one of its Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assetsassets or personal property, free and clear of all Liens other than: than (i) Permitted Liens; Liens and (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure LetterEstate Lease Documents. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: Company and its Subsidiaries (A) constitute all of the assets, rights and properties that are currently being used necessary in all material respects for the operation of the businesses of the Group Companies Company and its Subsidiaries as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies Company and its Subsidiaries as currently conducted; conducted and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, practice and are in good operating condition working order and repaircondition, except for ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the Group CompaniesCompany and its Subsidiaries, taken as a whole.

Real Property; Tangible Property. (a) Schedule 4.15(a3.08(a) of the Company Parent Disclosure Letter lists all real property owned by a Group Company since sets forth the Reference Date (the “Currently address and legal description of each parcel of Owned Real Property”), identifying properties previously owned (Property and the “Previously Owned Real Property”, and together with applicable Group Companies that is the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Dateowner thereof. Other than pursuant to agreements listed Except as set forth on Schedule 4.21(a3.08(a) of the Company Parent Disclosure Letter, the Group Companies have no remaining liabilitiesParent or one of its Subsidiaries has good, contingent or otherwise, with respect valid and marketable title to the Previously all Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, Property free and clear of all Liens (other than Liens, except Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting Neither Parent nor any of the Currently Owned Real Property. None of the Group Companies is party its Subsidiaries has leased or otherwise granted to any leases or subleases granting to any party or parties Person the right of to use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently occupy such Owned Real Property or any portion thereof. The consummation To the Knowledge of the transactions contemplated by this Agreement will not give rise Parent, there are no facts, circumstances, or conditions that are reasonably likely to result in any third parties having the Liens, except Permitted Liens, against, any possession or occupancy of, or claims to a right to acquire or interest in, any of the Currently Owned Real Property. There are no Actions, rights of first refusal or options to acquire, lease, sell or dispose of any Owned Real Property or any portion thereof. Except as otherwise disclosed in Schedule 3.08(a) of the Parent Disclosure Letter, Parent or one of its Subsidiaries has exclusive possession of each Owned Real Property. (b) Each Schedule 3.08(b) of the Parent Disclosure Letter lists all real property in which any of the Group Company has Companies owns a valid, binding and enforceable leasehold interest under as of the date hereof that are material to the operations of Parent (the “Leased Real Property”) and a complete list of the Real Property Leases applicable thereto. A true and complete copy of each of the real property leases under which it written Real Property Leases, as in effect as of the date hereof, has been delivered to Parent and none of the written Real Property Leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to Parent. The title in and to the leasehold interests in the Leased Real Property of each of the Group Companies is a lessee (the “Company Leased Properties”), free and clear of all Liens (other than Liens, except for Permitted Liens) and each . Each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), Leases is in full force and effecteffect and the Group Companies hold valid and existing leasehold interests thereunder as of the date hereof and enjoys peaceful and undisturbed possession of all Leased Real Property. The Other than assignments or security interests that have been or shall be terminated and released on or prior to the Closing Date, no Group Company has made available to Parent true, correct and complete copies previously assigned its interest or granted any other security interest in any of all material Company the Real Property Leases. No None of the Group Company is in breach of or default under any Company Real Property Lease, andCompanies nor, to the Knowledge of the Company, any other party thereto, is in material breach of or default under, and no event has occurred and no circumstance exists which, if not remedied, and whether which with or without notice or the passage lapse of time or bothboth would become a breach of or default under, would result in any of the leases for the Leased Real Property, and no party to any Leased Real Property has given any written or, to the Knowledge of the Company, oral, claim or notice of any such a defaultmaterial breach, except for such breaches default or defaults as would not event, which individually or in the aggregate, would be reasonably be expected likely to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any of the Company No Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event that with notice or lapse of timeReal Property, or bothany portion thereof, would constitute a breach is currently leased, sublet or default sublicensed by any Group Company under any of the Company Real Property Leases andto a third party. No condemnation proceeding is pending or, to the Knowledge of the Company, no other party is threatened in breach or default thereofwriting with respect to any Leased Real Property, except for such breaches or defaults as would not, which individually or in the aggregate, would be reasonably be expected likely to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Properties. (c) Each The Owned Real Property and the Leased Real Property constitute all of the material real property used as of the date hereof in the conduct of the business as conducted by the Group Company has Companies as of the date hereof. (d) The Group Companies own and have good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assetsassets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letterleases. The material tangible assets (together with the Intellectual Property rights and contractual rights) or personal property of the Group Companies: (A) constitute all of the assets, rights and properties (other than the Intellectual Property of the Group Companies) that are currently being used necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good operating condition working order and repaircondition, except for ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.

Real Property; Tangible Property. (a) Schedule 4.15(aNo Group Company owns, or has ever owned, any real property. (b) Section 4.13(b) of the Company Disclosure Letter lists lists, as of the date hereof, all real property owned leased or subleased by a the Group Company since the Reference Date Companies, as tenant or subtenant (the “Currently Owned Leased Real Property”)) including the address of such Leased Real Property and all leases, identifying properties previously owned (subleases, licenses, occupancy agreements and other similar documents related to the “Previously Owned Real Property”, and together with the Currently Owned Group Companies’ use or occupancy of any Leased Real Property, including all amendments, and modifications thereto and guarantees thereof (collectively, the “Owned Company Real PropertyProperty Leases”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) The Company or one of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own Subsidiaries has a good and valid fee simple title (or local equivalent) in leasehold estate in, and to the Currently Owned enjoys peaceful and undisturbed possession of, all Leased Real Property, Property free and clear of all Liens (other than Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Property. (b) Each Group Company has a valid, binding and enforceable leasehold interest under each of the real property leases under which it is a lessee (the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunderNo Leased Real Property, no party or any portion thereof, is currently sublet or sublicensed by any Group Company to a Company third Person. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened with respect to any Leased Real Property Lease has which, individually or in the unilateral right aggregate, would be reasonably likely to terminate any of the Company Real Property Leases prior be material to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains Group Companies, taken as a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Propertieswhole. (c) Each Group The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assetsassets or personal property, free and clear of all Liens other than: than (i) Permitted Liens; , and (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of the Company Disclosure Letterleases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are currently being used necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good operating condition working order and repaircondition, except for ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.

Real Property; Tangible Property. (a) Schedule 4.15(a2.12(a) of the Company Disclosure Letter lists all real property owned health club facilities and related parking premises that are required under applicable Permits and office premises leased by a Group the Company since the Reference Date or its Subsidiaries (the “Currently Owned Leased Real Property”). Neither the Company nor any of its Subsidiaries own any real property, identifying other than fixtures located on any real properties previously owned (leased by the “Previously Owned Company or its Subsidiaries. The Company and its Subsidiaries have good and valid leasehold interests in the Leased Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than except for Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by this Agreement will not give rise to any third parties having the right to acquire any of the Currently Owned Real Property. (b) Each Group Company has a valid, binding The Leased Real Property and enforceable leasehold interest under each the other real property interests set forth in Schedule 2.12(b) of the Disclosure Letter include all of the material real property used or held for use in connection with or otherwise required to carry on the business of the Company and its Subsidiaries, as currently conducted. (c) Schedule 2.12(c) of the Disclosure Letter contains as of the date hereof a complete and correct list of all real property leases under relating to the Leased Real Property to which it the Company or any of its Subsidiaries is a lessee party or is bound (the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), . Each of the Leases is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, effect and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. To the Knowledge of the Company, (i) there are no pending condemnation proceedings is enforceable against the landlord which is party thereto in accordance with respect to any of the Company Leased Propertiesits terms, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any there exists no default or event of default (or any event that with notice or lapse of time, time or both, both would constitute become a breach or default by any Group Company under any default) on the part of the Company Real Property Leases and, to the Knowledge or any of the Company, no other party is in breach or default thereofits Subsidiaries under any Leases, except for such breaches or failures to be in full force and effect and defaults as would not, individually or in the aggregate, reasonably be expected to be material to have or result in a Material Adverse Effect. (d) The Company and its Subsidiaries have legal and beneficial ownership of all of their respective tangible personal property and assets included in the Group CompaniesFinancial Statements for the fiscal year ended December 31, taken as a whole. As 2004, except for properties and assets disposed of in the ordinary course of business since the date of this Agreementthe Financial Statements for the fiscal year ended December 31, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder2004, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 4.15(b) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Properties. (c) Each Group Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, each case free and clear of all Liens other than: (i) than Permitted Liens; (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.15(b) of . Except as would not have a Material Adverse Effect, the Company Disclosure Letter. The tangible assets (together with and its Subsidiaries own or have the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute right to use all of the assets, rights properties and properties that are currently being used assets necessary for the operation conduct of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies their business as currently conducted; and (B) have . Each such tangible asset has been maintained in all material respects in accordance with generally applicable accepted normal industry practice, are is in good operating condition and repair, ordinary repair (subject to normal wear and tear excepted, tear) and are adequate and is suitable for the uses purpose for which it is currently used. (e) In relation to which they are being putthe premises of the Company’s Wall Street club located at 00-00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, the Tenant’s owners or managers have no less than two years prior experience in each case managing or operating health and fitness clubs and/or spas, and/or related recreational or leisure operations. (f) In relation to the premises of clauses the Company’s Broadway club located at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, the Tenant’s use of the Demised Premises is limited to the Use. (Ag) and In relation to the premises of the Company’s 00xx Xxxxxx club located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, the Tenant’s use of the Demised Premises is limited to the Use. (Bh) except as would notIn relation to the premises of the Company’s Greenwich Avenue club located at 00-000 Xxxxxxxxx Xxxxxx, individually Xxx Xxxx, Xxx Xxxx: (i) there does not exist an uncured monetary Default or an uncured Event of Default; and (ii) the Tenant remains a single purpose entity. (i) In relation to the premises of the Company’s Pasadena club located at Space No. 2-A-206 in the aggregatePaseo Colorado Shopping Center located at 000 Xxxxxxxx Xxxxxxxxx, reasonably be expected to be material Xxxxxxxx, Xxxxxxxxxx, the Tenant’s use of the Premises is limited to the Group CompaniesPermitted Use. (j) In relation to the premises of the Company’s Lincoln Park club located at 0000 Xxxxx Xxxxx Xxxxxx, taken as Chicago, Illinois, the Tenant’s use of Premises is limited to the Permitted Use. (k) In relation to the premises of the Company’s Darien club located at 00 Xxxxxxx Xxxx, Xxxxxxxxxxx, the Tenant’s use of the Leased Premises is limited to the Permitted Use. (l) In relation to the premises of the Company’s Tribeca club and offices located at 000-000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx: (i) the Tenant is not in default of any of Tenant’s obligations under such Lease after notice and expiration of any applicable grace period; and (ii) the Tenant’s use of the Demised Premises is limited to the Permitted Uses. (m) In relation to the premises of the Company’s Greenvale club located at 00 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx, the Company was and is not at any time, the Tenant or a wholetenant or subtenant of or under such Lease and/or never was assigned such Lease nor sublet or occupied any portion of the Demised Premises at any time, nor merged with the Tenant or any tenant of such Lease. (n) In relation to the premises of the Company’s Newport Beach club located at 00000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx, the Tenant is not in default of any terms of such Lease beyond applicable notice and cure periods. (o) In relation to the premises of the Company’s Westwood club located at 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, the Tenant is not in Monetary Default beyond applicable notice and cure periods. (p) For the purposes of Sections 2.12(e) through 2.12(o), capitalized terms used but not defined in this Agreement have the meanings specified in the applicable Lease.