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Full title: Limited Objection And Reservation Of Rights To Notice Of Intent To Assume And Assign Executory Contracts And Unexpired Leases (related document(s)677) Filed by WRI JT Northridge, LP, Weingarten Realty Investors (Attachments: # 1 Certificate of Service) (Roglen, Laurel) (Entered: 02/04/2021)

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

Bankrupt11 Summary (Automatically Generated)

Weingarten Realty Investors and WRI JT Northridge, LP, (together, the “Responding Landlords”), by and through undersigned counsel, submits this response and limited objection to Debtors’ Notice of Intent To Assume and Assign Executory Contracts and Unexpired Leases[D.I. 677] (“Assumption and Assignment Notice”),2 and respectfully represent as follows: I. FACTUAL AND PROCEDURAL BACKGROUND Granting Related Relief [D.I. 136] (the “Bid Procedures Order”), approving, among other things, the Bidding Procedures, establishing key dates and times related to the proposed Sale and Auction, approving the Asset Purchase Agreement (the “Asset Purchase Agreement”) with YF FC Acquisition, LLC (the “Buyer”), or its designee, and approving procedures for the assumption and assignment of Assumed Contracts (including unexpired leases of nonresidential real property) to the Buyer or ultimate successful bidder (the “Assumption Procedures”), and the form and manner of notice thereof.On November 25, 2020, pursuant to the Bid Procedures Order, Debtors filed their Notice of Potential Assumption and Assignment [D.I. 146] (“Cure Notice”), identifying Debtors’ leases with Responding Landlords as subject to potential assumption and assignment as part of the Sale process and setting forth, in Exhibit 1 to the Cure Notice, the “Cure Costs,” reflecting “the amount required to cure any defaults or arrears existing” with respect to each of the Debtors’ Unexpired Leases “based on the Debtors’ books and records.”As set forth in Assumption and Assignment Notice, “Sellers, the buyer and certain Counterparties are in the processing of negotiating and/or finalizing amendments to various Proposed Assumed Contracts in connection with the assumption and assignment of such Proposed Assumed Contracts.”Accordingly, Responding Landlords expressly reserves their rights to amend or supplement asserted their Cure Response from time to time and at any time, and requests that the Debtors remain liable for, among other things: (a) pre- and post-petition rent and other charges under the respective Leases; (b) certain amounts due and owing under the Leases, but which may be unbilled as of the date hereof, including but not limited to year-end adjustments for common area maintenance, taxes and similar charges; (c) any regular or periodic adjustment of charges under the Leases which were not due or had not been determined as of the date of this Reservation of Rights; (d) any percentage rent that may be due under the Leases; (e) any non-monetary defaults; and/or (f) insurance and indemnification obligations under the Leases.

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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) ) ) Objection Deadline: February 4, 2021 at 4:00 p.m. ET ) Related to Docket No. 146, 564, 677 ) RESERVATION OF RIGHTS OF WEINGARTEN REALTY INVESTORS AND WRI JT NORTHRIDGE, LP TO NOTICE OF INTENT TO ASSUME AND ASSIGN EXECUTORY CONTRACTS AND UNEXPIRED LEASES Weingarten Realty Investors and WRI JT Northridge, LP, (together, the “Responding Landlords”), by and through undersigned counsel, submits this response and limited objection to Debtors’ Notice of Intent To Assume and Assign Executory Contracts and Unexpired Leases[D.I. 677] (“Assumption and Assignment Notice”),2 and respectfully represent as follows: I. FACTUAL AND PROCEDURAL BACKGROUND 1. On November 9, 2020, the Debtors each filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). No trustee or examiner has been appointed and Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to Bankruptcy Code §§ 1107 and 1108. 2. The Debtors lease space from Responding Landlords pursuant to unexpired leases of nonresidential real property (the “Leases”) at the locations (the “Centers”) set forth below. 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. 2 Capitalized terms used but not otherwise defined herein shall have the meanings as set forth in the Assignment and Assumption Notice.

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Landlord Shopping Center Location of Center Weingarten Realty Investors Deerfield Mall Deerfield Beach, FL WRI JT Northridge, LP Northridge Shopping Center Oakland Park, FL 3. There can be no serious question that each of Debtors’ leases with Responding Landlords is a “lease of real property in a shopping center” as that term is used in Section 365(b)(3). SeeIn re Joshua Slocum, Ltd., 922 F.2d 1081, 1086-87 (3d Cir. 1990). 4. On November 23, 2020, this Court entered its Order Establishing Bidding Procedures and Granting Related Relief [D.I. 136] (the “Bid Procedures Order”), approving, among other things, the Bidding Procedures, establishing key dates and times related to the proposed Sale and Auction, approving the Asset Purchase Agreement (the “Asset Purchase Agreement”) with YF FC Acquisition, LLC (the “Buyer”), or its designee, and approving procedures for the assumption and assignment of Assumed Contracts (including unexpired leases of nonresidential real property) to the Buyer or ultimate successful bidder (the “Assumption Procedures”), and the form and manner of notice thereof. 5. On November 25, 2020, pursuant to the Bid Procedures Order, Debtors filed their Notice of Potential Assumption and Assignment [D.I. 146] (“Cure Notice”), identifying Debtors’ leases with Responding Landlords as subject to potential assumption and assignment as part of the Sale process and setting forth, in Exhibit 1 to the Cure Notice, the “Cure Costs,” reflecting “the amount required to cure any defaults or arrears existing” with respect to each of the Debtors’ Unexpired Leases “based on the Debtors’ books and records.” 6. On December 4, 2020, Responding Landlords filed their Response and Limited Objection of Weingarten Realty Investors and WRI JT Northridge, LP To Debtors’ Notice of Potential Assumption and Assignment and Cure Notice [D.I. 677] (“Cure Response”), responding to the Cure Notice. 7. Following a hearing on December 28, 2020, this Court entered its Order (I) Authorizing the Sale of All of the Debtors’ Assets Free and Clear of Liens, Claims,

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Encumbrances, and Other Interests, (II) Authorizing and Approving the Debtors’ Performance Under the Stalking Horse Purchase Agreement, (III) Approving the Assumption and Assignment of Certain of the Debtors’ Executory Contracts and Unexpired Leases Related Thereto and (IV) Granting Related Relief [D.I. 546] (the “Sale Order”). Pursuant to the terms of the Asset Purchase Agreement and Sale Order, the Buyer is entitled to deliver a “Designation Notice” identifying Unexpired Leases for either assumption and assignment to Buyer or rejection. 8. On January 21, 2021, Debtors filed their Assumption and Assignment Notice, identifying the Leases for assumption and assignment to Buyer. RESERVATION OF RIGHTS 9. As set forth in Assumption and Assignment Notice, “Sellers, the buyer and certain Counterparties are in the processing of negotiating and/or finalizing amendments to various Proposed Assumed Contracts in connection with the assumption and assignment of such Proposed Assumed Contracts.” Indeed, Responding Landlords are currently negotiating lease modification agreements with the Debtors and their professionals for the Leases (collectively, the “Lease Modification Agreements”). Such Lease Modification Agreements, if finalized and executed, consensually resolve pending cure and adequate assurance of future performance issues. Responding Landlords are filing this Reservation of Rights in the event that the parties fail to finalize the Lease Modification Agreements, the Debtors propose to assume or assume and assign the Leases without further modification, or based upon any new information provided by Debtors or Buyer or upon any different relief requested by Debtors. Accordingly, Responding Landlords expressly reserves their rights to amend or supplement asserted their Cure Response from time to time and at any time, and requests that the Debtors remain liable for, among other things: (a) pre- and post-petition rent and other charges under the respective Leases; (b) certain amounts due and owing under the Leases, but which may be unbilled as of the date hereof, including but not limited to year-end adjustments for common area maintenance, taxes and similar charges; (c) any regular or periodic adjustment of charges under the Leases which were not due or had not been determined as of the date of this Reservation of Rights; (d) any percentage rent that may be due under the

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Leases; (e) any non-monetary defaults; and/or (f) insurance and indemnification obligations under the Leases. 10. Nothing in this Reservation of Rights is intended to be, or should be construed as, a waiver by Responding Landlords of any of its rights under any of the Leases, the Bankruptcy Code, or applicable law. Responding Landlords expressly reserves all such rights, including, without limitation, the right to: (a) supplement and/or amend this Reservation of Rights and to assert any additional objections with respect to proposed Cure Costs; (b) amend the previous Cure Notice; (c) assert any nonmonetary defaults under the Leases; (d) assert any rights for indemnification or contribution against the Debtors arising under the Leases; and (e) assert any further objections as it deems necessary or appropriate. Dated: February 4, 2021 Respectfully submitted, Wilmington, Delaware /s/ Laurel D. Roglen Leslie C. Heilman, Esquire Laurel D. Roglen, Esquire BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4465 Facsimile: (302) 252-4466 E-mail: heilmanl@ballardspahr.com roglenl@ballardspahr.com and Ivan M. Gold, Esq. (admitted pro hac vice) ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Three Embarcadero Center, 12th Floor San Francisco, CA 94111-4074 Telephone: (415) 837-1515 E-mail: igold@allenmatkins.com Attorneys for Responding Landlords