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Full title: Motion for Leave - Buyer's Motion for an Order Granting Leave and Permission to File Omnibus Response of YF FC Acquisition LLC and BGC Lender Rep, LLC on Behalf of the Prepetition Secured Parties and DIP Lenders to Certain Member Objections to the Debtors' Motion for an Order Approving the Sale of Substantially All of the Debtors' Assets and Joinder in the Debtors' Reply to the Same (related document(s)17) Filed by BGC Lender Rep, LLC. (Attachments: # 1 Exhibit A # 2 Exhibit B) (Mulvihill, Joseph) (Entered: 02/05/2021)

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

Bankrupt11 Summary (Automatically Generated)

THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS AND JOINDER IN THE DEBTORS’ REPLY TO THE SAME BGC Lender Rep, LLC, on behalf of the Prepetition Secured Parties and DIP Lenders (as defined in the Final DIP Order) (“BGC”) and YF FC Acquisition LLC (the “Buyer”) hereby, respectfully represent as follows in support of this motion (this “Motion”): 1.By this Motion, the Buyer seeks entry of an order, substantially in the form attached hereto as Exhibit B (the “Proposed Order”), pursuant to Rule 9006-1(d) of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), granting the Buyer leave and permission to file the Omnibus Response of YE FC Acquisition LLC and BGC Lender Rep, LLC on Behalf of the Prepetition Secured Parties and DIP Lenders to Certain Member Objections to the Debtors’ Motion for an Order Approving the Sale of Substantially All of the Debtors’ Assets and Joinder in the Debtors’ Reply to the Same (the 1Approving Form and Manner of Notices Relating Thereto, and (E) Scheduling a Hearing to Consider the Proposed Sale; (II) (A) Approving the Sale of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, and (B) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (III)Thus, in order to prepare an adequate response that will assist the Court in consideration of the Member Objections, the Buyer required additional time to prepare the Reply. [Remainder of Page Intentionally Left Blank] WHEREFORE the Buyer respectfully requests entry of the Proposed Order, substantially in the form attached hereto as Exhibit B, granting the Buyer leave and permission to file the Reply, and granting such other and further relief as the Court deems just and appropriate.

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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) (Jointly Administered) Debtors. Ref. Docket No. 17 BUYER’S MOTION FOR AN ORDER GRANTING LEAVE AND PERMISSION TO FILE OMNIBUS RESPONSE OF YF FC ACQUISITION LLC AND BGC LENDER REP, LLC ON BEHALF OF THE PREPETITION SECURED PARTIES AND DIP LENDERS TO CERTAIN MEMBER OBJECTIONS TO THE DEBTORS’ MOTION FOR AN ORDER APPROVING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS AND JOINDER IN THE DEBTORS’ REPLY TO THE SAME BGC Lender Rep, LLC, on behalf of the Prepetition Secured Parties and DIP Lenders (as defined in the Final DIP Order) (“BGC”) and YF FC Acquisition LLC (the “Buyer”) hereby, respectfully represent as follows in support of this motion (this “Motion”): 1. By this Motion, the Buyer seeks entry of an order, substantially in the form attached hereto as Exhibit B (the “Proposed Order”), pursuant to Rule 9006-1(d) of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), granting the Buyer leave and permission to file the Omnibus Response of YE FC Acquisition LLC and BGC Lender Rep, LLC on Behalf of the Prepetition Secured Parties and DIP Lenders to Certain Member Objections to the Debtors’ Motion for an Order Approving the Sale of Substantially All of the Debtors’ Assets and Joinder in the Debtors’ Reply to the Same (the 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, 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 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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“Reply”), attached hereto as Exhibit A. 2. On November 9, 2020 (the “Petition Date”), each of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed a voluntary petition for relief under the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Court”). 3. On the Petition Date, the Debtors filed the Debtors’ Motion for Entry of Orders (I)(A) Establishing Bidding Procedures Relating to the Sale of the Debtors’ Assets, (B) Approving the Debtors' Entry into the Stalking Horse Purchase Agreement, (C) Establishing Procedures Relating to the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (D) Approving Form and Manner of Notices Relating Thereto, and (E) Scheduling a Hearing to Consider the Proposed Sale; (II) (A) Approving the Sale of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, and (B) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (III) Granting Related Relief [Docket No. 17] (the “Sale Motion”). 4. On November 23, 2020, the Court entered the Order Establishing Bidding Procedures and Granting Related Relief [Docket No. 136] (the “Bidding Procedures Order”), inter alia, approving the Debtors’ selection of the Buyer as the Stalking Horse Bidder. 5. On December 28, 2020, the Court entered the Order (I) Authorizing the Sale of All of the Debtors' Assets Free and Clear of Liens, Claims, 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 [Docket No. 564], approving the sale to the Buyer.

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6. The hearing to consider certain remaining objections to the Sale Motion is scheduled for February 9, 2021, at 10:30 a.m. (ET) (the “Sale Hearing”). 7. Pursuant to Local Rule 9006-1(d), “[r]eply papers by the movant . . . may be filed by 4:00 p.m. prevailing Eastern Time the day prior to the deadline for filing the agenda.” In addition, pursuant to Local Rule 9029-3(a)(i), an agenda must be filed by “12:00 p.m. prevailing Eastern Time two (2) business days before the hearing.” The agenda for the Sale Hearing was required to be filed by Friday, February 5, 2021, at 12:00 noon (ET). Thus, under the Local Rules, any reply in support of the sale was due to be filed on or before Thursday, February 4, 2021, at 4:00 p.m. (ET) (the “Reply Deadline”). 8. Sufficient cause exists to grant the relief requested in this Motion to permit the Buyer to file the Reply after the Reply Deadline. Numerous formal and informal objections of certain of the Debtors’ Members and former members to the Sale Motion (collectively, the “Member Objections”) were received. The Buyer and the Debtors worked diligently together to resolve the concerns raised in the Member Objection, as set forth in the Reply. Thus, in order to prepare an adequate response that will assist the Court in consideration of the Member Objections, the Buyer required additional time to prepare the Reply. The Buyer submits that the short delay in filing the Reply will not prejudice any party in interest, and that the Reply will assist the Court in its consideration of the Member Objections. [Remainder of Page Intentionally Left Blank]

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WHEREFORE the Buyer respectfully requests entry of the Proposed Order, substantially in the form attached hereto as Exhibit B, granting the Buyer leave and permission to file the Reply, and granting such other and further relief as the Court deems just and appropriate. Dated: February 5, 2021 Wilmington, Delaware /s/ Joseph M. Mulvihill YOUNG CONAWAY STARGATT & TAYLOR LLP Joseph M. Barry (No. 4221) Joseph M. Mulvihill (No. 6061) Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: jbarry@ycst.com Email: jmulvihill@ycst.com – and – WINSTON & STRAWN LLP Carey D. Schreiber (admitted pro hac vice) Gregory M. Gartland (admitted pro hac vice) 200 Park Avenue New York, NY 10166-4193 Telephone: (212) 294-6700 Facsimile: (212) 294-4700 Email: CSchreiber@winston.com Email: GGartland@winston.com Counsel for BGC and the Buyer