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Full title: Objection of Midlo Properties, LLC to Assumption and Assignment of Lease of Real Property (related document(s)677) Filed by Midlo Properties, LLC (Attachments: # 1 Exhibit A # 2 Certificate of Service) (Newman, Stacy) (Entered: 02/04/2021)

Document posted on Feb 3, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

No. 677 ) OBJECTION OF MIDLO PROPERTIES, LLC TO ASSUMPTION AND ASSIGNMENT OF LEASE OF REAL PROPERTY COMES NOW Midlo Properties, LLC (the “Landlord”), by counsel, and objects to the assumption and assignment of its lease of non-residential real property, stating as follows: 1. The First Notice lists the Lease as one that the Debtors may wish to assume and assign to YF FC Acquisition, LLC (the “Stalking Horse Bidder”) (see Exhibit 1 to the Notice, at ItemThe Second Notice lists the Lease as one that the Debtors intend to assume and assign to YF FC Acquisition, LLC (see Exhibit 1 to the Notice, at Item No. 82).The Landlord objects to the Debtors’ proposed assumption and assignment of the Lease unless and until the Debtors comply with 11 U.S.C. §365(b) and (i) promptly pay the Actual Cure Amount to the Landlord in full, in cash, and (ii) provide adequate assurance of future performance by the proposed assignee, including the adequate assurance necessary under §365(b)(3) with respect to real property located in a shopping center, and including satisfaction of the conditions for assignment contained in the Lease. WHEREFORE, Midlo Properties, LLC, respectfully requests that the Court enter an Order (i) denying the proposed assumption and assignment of the Lease until the Actual Cure Amount is paid in full and the Landlord has been provided adequate assurance of future performance, (ii) granting such other and further relief as is just and proper. Dated: February 4, 2021 ASHBY & GEDDES, P.A. /s/

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) YOUFIT HEALTH CLUBS, LLC, et al.,1 ) Case No. 20-12841 (MFW) ) Debtors. ) (Jointly Administered) ) ) Related Docket No. 677 ) OBJECTION OF MIDLO PROPERTIES, LLC TO ASSUMPTION AND ASSIGNMENT OF LEASE OF REAL PROPERTY COMES NOW Midlo Properties, LLC (the “Landlord”), by counsel, and objects to the assumption and assignment of its lease of non-residential real property, stating as follows: 1. The Landlord is party to a lease with debtor You Fit, LLC (the “Tenant”), dated April 30, 2014 (the “Original Lease”). The Landlord and Tenant amended the Original Lease by a First Amendment to Lease Agreement dated August 1, 2020 (the “Amendment”). The Original Lease and Amendment are together hereinafter referred to as the “Lease”. The Lease is guaranteed by debtor You Fit Health Clubs, LLC (“Guarantor”). A copy the Amendment is attached as Exhibit A. A copy of the Original Lease, which includes a confidentiality clause, will be filed under seal if and when necessary. 2. The Lease is for premises located in a shopping center known as the Midlothian Station Shopping Center in Midlothian, Virginia. The Debtors operate a fitness center in the premises. 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 chapter 11 cases, for which joint administration has been requested, a complete list of the debtor entities and the last four digits of their federal tax identification number 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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3. On November 25, 2020, the Debtors filed their Notice of Potential Assumption and Assignment (Docket No. 146) (the “First Notice”). The First Notice lists the Lease as one that the Debtors may wish to assume and assign to YF FC Acquisition, LLC (the “Stalking Horse Bidder”) (see Exhibit 1 to the Notice, at Item No. 370). 4. The First Notice further included a proposed cure amount for the Lease in the amount of $5,350.22. 5. On December 3, 2021, the Landlord filed an Objection to Assumption and Assignment of the Lease, objecting to the First Proposed Cure Amount (Docket No. 203) (the “First Cure Objection”). The First Cure Objection is still pending. 6. On December 14, 2021, the Landlord filed its Objection to Proposed Form of Adequate Assurance Provided by the Stalking Horse Bidder (Docket No. 512) (the “Adequate Assurance Objection”). The Adequate Assurance Objection is still pending. 7. On January 21, 2021, the Debtors filed a Notice of Intent to Assume and Assign Executory Contracts and Unexpired Leases (Docket No. 677) (the “Second Notice”). The Second Notice lists the Lease as one that the Debtors intend to assume and assign to YF FC Acquisition, LLC (see Exhibit 1 to the Notice, at Item No. 82). 8. The Second Notice further includes a revised proposed cure amount for the Lease in the amount of $9,870.26 (the “Proposed Cure Amount”). Objections 9. The Landlord objects to the Proposed Cure Amount, which vastly understates the actual cure amount for the Lease. The actual cure amount as of February 4, 2021, is $129,525.64 (the “Actual Cure Amount”), which is comprised of the following:

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a. $20,873.22, comprised of rent, common area maintenance, and real estate tax reimbursement for February 2021. b. $65,677.42, comprised of the charges for, without limitation, rent, common area maintenance, real estate tax reimbursement, late charges, and miscellaneous charges through January 31, 2021. c. A late fee of $1,390.00, comprised of interest on untimely paid rent for January 2021. d. $30,000 in pre-petition and post-petition attorney fees, including without limitation fees incurred in connection with the proposed assumption and assignment of the Lease, as allowed by 11 U.S.C. 365(b)(1)(B). e. $11,585.95, comprised of unpaid rent in the amount of $2,317.19 for each of the months of August, September, October, November, and December of 2020. In the Amendment, the Landlord agreed to temporarily reduce the monthly rent by $2,317.19 starting August 1, 2020, contingent upon the Tenant not defaulting again. However, the Tenant did default again by, without limitation, failing to reimburse the Landlord for the reasonable attorney fees it had incurred in enforcing the lease. 10. Under the terms of the Lease, the Landlord is entitled to interest on unpaid amounts at an annual rate of 10%, compounded monthly. The Landlord accordingly reserves its right to supplement the Actual Cure Amount with charges for interest. 11. The Landlord objects to the Debtors’ proposed assumption and assignment of the Lease unless and until the Debtors comply with 11 U.S.C. §365(b) and (i) promptly pay the Actual Cure Amount to the Landlord in full, in cash, and (ii) provide adequate assurance of future performance by the proposed assignee, including the adequate assurance necessary under

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§365(b)(3) with respect to real property located in a shopping center, and including satisfaction of the conditions for assignment contained in the Lease. 12. This Objection is without prejudice to the Landlord’s pending objections. The Landlord further reserves the right to supplement and/or amend this Objection from time to time and at any time. WHEREFORE, Midlo Properties, LLC, respectfully requests that the Court enter an Order (i) denying the proposed assumption and assignment of the Lease until the Actual Cure Amount is paid in full and the Landlord has been provided adequate assurance of future performance, (ii) granting such other and further relief as is just and proper. Dated: February 4, 2021 ASHBY & GEDDES, P.A. /s/ Stacy L. Newman Stacy L. Newman (DE Bar No. 5044) 500 Delaware Avenue P.O. Box 1150 Wilmington, Delaware 19899 Telephone: (302) 654-1888 Facsimile: (302) 654-2067 Email: SNewman@ashbygeddes.com -and- SPOTTS FAIN PC Neil E. McCullagh, Esquire (VA Bar No. 39027) Karl A. Moses, Jr., Esquire (VA Bar No. 89433) 411 East Franklin Street, Suite 600 Richmond, Virginia 23219 Telephone: (804) 697-2000 Facsimile: (804) 697-2100 Email: nmccullagh@spottsfain.com kmoses@spottsfain.com Counsel for Midlo Properties, LLC