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Full title: Supplemental Objection Second Supplemental Objection To The Proposed Assumption And Assignment Of Its Nonresidential Real Property Lease (related document(s)677) Filed by FRIT Cocowalk Owners, LLC (Attachments: # 1 Exhibit A # 2 Certificate of Service) (Roglen, Laurel) (Entered: 02/04/2021)

Document posted on Feb 3, 2021 in the bankruptcy, 4 pages and 1 tables.

Bankrupt11 Summary (Automatically Generated)

The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.Pursuant to the terms of the Procedures Order and Bidding Procedures, FRIT filed its Combined Objection to Debtors' Notice of Potential Assumption and Assignment and Cure Notice on December 4, 2020 [D.I. 216] (the “Combined Objection”) objecting to both the Cure Amount set forth in Debtors’ notice filed November 25, 2020As required by the Bidding Procedures, Debtors served FRIT with the Stalking Horse Bidder’s Adequate Assurance Information (the “SHB Information”) on December 4, 2020.Thus, FRIT’s Lease was not subject to assumption and assignment pursuant to the Sale Order and FRIT’s previously filed Supplemental Objection and Combined Objection were preserved pending further notice and hearing.The revised cure amount, set forth above, now includes the January and February post-petition rent and additional rent due which remain unpaid, despite the fact that Debtors have been occupying and using the Premises since mid-December 2020.

List of Tables

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE -------------------------------------------------------x In re: : Chapter 11 : YOUFIT HEALTH CLUBS, LLC, et al.,1 : Case No. 20-12841 (MFW) : Debtors. : (Jointly Administered) : : Objection Deadline: February 4, 2021 at 4:00 p.m. ET : Hearing Date: TBD : Related to Docket. Nos. 17, 136, 146, 564 & 677 ---------------------------------- ---------------------x SECOND SUPPLEMENTAL OBJECTION OF FRIT COCOWALK OWNERS, LLC TO THE PROPOSED ASSUMPTION AND ASSIGNMENT OF ITS NONRESIDENTIAL REAL PROPERTY LEASE FRIT Cocowalk Owners, LLC (the “Landlord” and/or “FRIT”), by its undersigned attorneys, hereby makes this Second Supplemental Objection (the “Second Supplemental Objection”) to the Notice of Intent to Assume and Assign Executory Contracts and Unexpired Leases. [D.I. 677] (the “Notice”) In support of this Second Supplemental Objection, FRIT states the following: I. BACKGROUND FACTS 1. On November 9, 2020, the above-captioned debtors (the “Debtors”) filed their voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 1 The last four digits of YouFit Health Clubs, LLC’s tax identification number are 6607. Due to the large number of debtor entities in these Jointly Administered chapter 11 cases, a complete list of the debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the proposed claims and noticing agent at www.donlinrecano.com/yfhc. The mailing address for the debtor entities for purposes of these chapter 11 cases is: 1350 E. Newport Center Dr., Suite 110, Deerfield Beach, FL 33442.

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2. The Debtors lease space (the “Premises”) from FRIT pursuant to an unexpired lease of nonresidential real property (the “Lease”) at the location (the “Center”) set forth below. Landlord Center Location of Center FRIT Cocowalk Owners, LLC CocoWalk Shopping Center Coconut Grove, FL 3. The Lease is a lease “of real property in a shopping center” as that term is used in Section 365(b)(3) of the Bankruptcy Code. See In re Joshua Slocum, Ltd., 922 F.2d 1081, 1086-87 (3d Cir. 1990). 4. On November 23, this Court entered the Order Establishing Bidding Procedures and Granting Related Relief [D.I. 136] (the “Procedures Order”) with regard to Debtors’ Sale Motion2 [D.I. 17]. The Procedures Order included certain bidding procedures (the “Bidding Procedures”) regarding the sale of Debtors’ assets to either YF FC Acquisition, LLC (the “Stalking Horse Bidder” and/or “YF FC” snd/or “Buyer”) or to another successful bidder following an Auction. 5. Pursuant to the terms of the Procedures Order and Bidding Procedures, FRIT filed its Combined Objection to Debtors' Notice of Potential Assumption and Assignment and Cure Notice on December 4, 2020 [D.I. 216] (the “Combined Objection”) objecting to both the Cure Amount set forth in Debtors’ notice filed November 25, 2020 [D.I. 146] as well as to the assumption and assignment of the FRIT Lease to the Stalking Horse Bidder or any other Successful Bidder. 6. As required by the Bidding Procedures, Debtors served FRIT with the Stalking Horse Bidder’s Adequate Assurance Information (the “SHB Information”) on December 4, 2020. 2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion.

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Pursuant to the Bidding Procedures, FRIT was required to and did file an objection (the “Supplemental Objection”) to the SHB Information on December 14, 2020 [D.I. 511]. 7. On December 28, 2020 this Court entered an Order (the “Sale Order”) approving Debtors’ sale of assets to Buyer. FRIT’s Lease was listed on Schedule G to the Sale Order, as an “Adjourned Objection.” Thus, FRIT’s Lease was not subject to assumption and assignment pursuant to the Sale Order and FRIT’s previously filed Supplemental Objection and Combined Objection were preserved pending further notice and hearing. (See, Sale Order at Sections 23 and 24). 8. On January 22, 2021, Debtors filed the Notice. The FRIT Lease is set forth on the schedule of Proposed Assumed Leases annexed to the Notice. (See, Exhibit 1, Line 47). The Notice requires objections to be filed on or before February 4, 2021 at 4:00 p.m. prevailing Eastern Time. FRIT relies on, and incorporates herein as though same were set forth at length herein, the Combined Objection and Supplemental Objection, and files this Second Supplemental Objection to update the amount of its cure claim. II. ARGUMENT A. SUPPLEMENTAL CURE OBJECTION The Debtors’ Proposed Cure Amount as Set Forth in the Cure Schedule Fails to Provide for the Payment of All Obligations Due Under the FRIT Lease 9. The Landlord’s revised cure,3 as compared to the Debtors’ cure, is summarized below, and those charges comprising the Landlord’s cure are more fully detailed in Exhibit A, which is attached hereto and incorporated into this Second Supplemental Objection by reference: 3 FRIT’s original cure amount, filed on December 4, 2020 [D.I. 216] included all amount due through that date. The revised cure amount, set forth above, now includes the January and February post-petition rent and additional rent due which remain unpaid, despite the fact that Debtors have been occupying and using the Premises since mid-December 2020.

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Table 1 on page 4. Back to List of Tables
Landlord Location Debtors’ Cure Landlord’s
Revised Cure
Exhibit
FRIT Coconut Grove, FL $115,188.33 Amount
$241,118.19
A
III. RESERVATION OF RIGHTS 10. Landlord reserves the right to make such other and further objections as may be appropriate when a proposed Assumption and Assignment Order has been filed. V. CONCLUSION WHEREFORE, Landlord respectfully requests that this Court grant relief consistent with the Landlord’s Objections and such other and further relief as may be just and proper under all of the circumstances. Dated: February 4, 2020 /s/ Laurel D. Roglen Wilmington, Delaware Leslie C. Heilman, Esquire (No. 4716) Laurel D. Roglen, Esquire (No 5759) BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4428 Facsimile: (302) 252-4466 E-mail: heilmanl@ballardspahr.com roglenl@ballardspahr.com and David L. Pollack BALLARD SPAHR LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 Telephone: (215) 864-8325 Facsimile: (215) 864-8999 E-mail: pollack@ballardspahr.com Admitted Pro Hac Vice Attorneys for FRIT Cocowalk Owners, LLC