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Full title: Motion to Extend Debtors' Motion for Entry of an Order Extending the Exclusive Time to Assume or Reject Unexpired Lease of Nonresidential Real Property Filed by YouFit Health Clubs, LLC. Hearing scheduled for 3/3/2021 at 11:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4, Wilmington, Delaware. Objections due by 2/24/2021. (Attachments: # 1 Exhibit A - Proposed Order # 2 Notice) (Meloro, Dennis) (Entered: 02/17/2021)

Document posted on Feb 16, 2021 in the bankruptcy, 7 pages and 0 tables.

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(the “Bankruptcy Code”), for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), extending by 90 days the time period within which the Debtors must assume or reject unexpired leases of nonresidential real property, through and including the earlier of (i) June 7, 2021 and (ii) the effective date of the Debtors’ proposed plan, without prejudice to the right of the Debtors to seek further extensions of the time to assume or reject unexpired leases of nonresidential real property as contemplated under section 365(d)(4)(B)(ii) of the Bankruptcy Code.[Docket No. 735] (collectively, such orders, the “Sale Order”) approving the Debtors’ sale of substantially all of their assets, including the Membership Assets, to YF FC Acquisition, LLC pursuant to that certain Asset Purchase Agreement dated as of November 9, 2020 (as same has been, and may be further, amended, supplemented or otherwise modified from time to time, including pursuant to (i) that certain Amendment to Asset Purchase Agreement [Docket No. 235], and (ii) the Sale Order) (the “Sale”).The Debtors seek entry of the Proposed Order extending by 90 days the time period within which the Debtors must assume or reject unexpired leases of nonresidential real property, through and including the earlier of (i) June 7, 2021 and (ii) the effective date of the Debtors’ proposed plan, without prejudice to the right of the Debtors to seek further extensions of the time to assume or reject unexpired leases of nonresidential real property, with the prior written consent of the applicable lessors, as contemplated under section 365(d)(4)(B)(ii) of the Bankruptcy Code.Although the decision to extend a debtor’s time to assume or reject unexpired leases of nonresidential real property is generally within the sound discretion of the court, in determining whether cause exists for an extension of the initial 120-day period, courts rely on a non-exhaustive list of factors, including: (a) whether the debtor was paying for the use of the property; (b) whether the debtor’s continued occupation could damage the lessor beyond the compensation available under the Bankruptcy Code; (c) importance of the leases to the debtor’s reorganization; and (d) whether the case is exceptionally complex and involves a large number of leases.An extension under section 365(d)(4) of the Bankruptcy Code will provide the Buyer additional time to make assumption and rejection decisions as to such leases, as contemplated in connection with the Sale.

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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) Hearing Date: March 3, 2021 at 11:30 a.m. (ET) Objection Deadline: February 24, 2021 at 4:00 p.m. (ET) DEBTORS’ MOTION FOR ENTRY OF AN ORDER EXTENDING TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY The above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby move this Court (the “Motion”), pursuant to section 365(d)(4)(B) of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”), for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), extending by 90 days the time period within which the Debtors must assume or reject unexpired leases of nonresidential real property, through and including the earlier of (i) June 7, 2021 and (ii) the effective date of the Debtors’ proposed plan, without prejudice to the right of the Debtors to seek further extensions of the time to assume or reject unexpired leases of nonresidential real property as contemplated under section 365(d)(4)(B)(ii) of the Bankruptcy Code. In support of this Motion, the Debtors respectfully state as follows: 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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JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Under Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), the Debtors consent to entry of a final order under Article III of the United States Constitution. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The statutory predicate for the relief requested herein section 365(d)(4)(B) of the Bankruptcy Code. BACKGROUND 3. On November 9, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in this Court. The Debtors have continued in possession of their properties and are operating and managing their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On November 18, 2020, the United States Trustee appointed an official committee of unsecured creditors in these chapter 11 cases pursuant to section 1102 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. 4. On the Petition Date, the Debtors filed, among others, a motion [Docket No. 17] seeking authority to sell substantially all of their assets pursuant to bidding procedures. On December 28, 2020, the Court entered an order [Docket No. 564] and on February 9, 2021, the Court entered a supplemental order [Docket No. 735] (collectively, such orders, the “Sale Order”) approving the Debtors’ sale of substantially all of their assets, including the Membership Assets,

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to YF FC Acquisition, LLC pursuant to that certain Asset Purchase Agreement dated as of November 9, 2020 (as same has been, and may be further, amended, supplemented or otherwise modified from time to time, including pursuant to (i) that certain Amendment to Asset Purchase Agreement [Docket No. 235], and (ii) the Sale Order) (the “Sale”). As of the filing of this Motion, the Sale has not yet closed, although the closing is expected to occur in the coming days and, in any case, prior to the hearing on this Motion. 5. Additional information regarding the Debtors’ business and operations, as well as the events precipitating the commencement of these chapter 11 cases, is set forth in the Declaration of Brian Gleason in Support of the Debtors’ Chapter 11 Petitions and Requests for First Day Relief [Docket No. 11], filed on the Petition Date. 6. As of the Petition Date, the Debtors are lessees under certain leases of nonresidential real property (collectively, the “Unexpired Leases”). Pursuant to Paragraph 23 of the Sale Order, the Debtors are to assume and assign such Unexpired Leases, if any, as have been designated by YF FC Acquisition LLC (the “Buyer”). The Buyer then has through the earlier of (i) ninety (90) days following the date of the closing of the Sale and (ii) the expiration of the statutory deadline to assume or rejection under section 365(d)(4)(A) of the Bankruptcy Code to deliver a designation notice to the Debtors, thereby initiating the objection procedures set forth in Paragraph 23 of the Sale Order. Although the Sale has not closed, the Buyer has, in accordance with the terms of its asset purchase agreement, provided the Debtors with notice that the Buyer has placed approximately ten leases on a “designation list,” such that the Buyer will have an additional 90 days after closing to direct the Debtors to assume and assign or reject such designated leases. Although the Debtors anticipate some leases being removed from the designation list

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before closing, the Debtors do not expect more than the current number of leases on the designation list. Accordingly, the relief sought in this Motion relates to, at most, approximately ten leases. 7. In addition, the Debtors have a filed a proposed combined plan and disclosure statement [Docket No. 744] (the “Plan”) and their Motion for Entry of an Order (A) Approving the Disclosure Statement on an Interim Basis, (B) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject the Plan, (C) Approving the Form of Ballot and Solicitation Materials, (D) Establishing Voting Record Date, (E) Fixing the Date, Time, and Place for the Hearing on Final Approval of the Disclosure Statement and Confirmation of the Plan and the Deadline for Filing Objections Thereto, (F) Approving Related Notice Procedures and Deadlines, and (G) Fixing a Deadline for Initial Administrative Expense Claims [Docket No. 745] (the “Solicitation Procedures Motion”) which is set to be heard at the March 3, 2021 omnibus hearing. The Solicitation Procedures Motion requests a confirmation hearing on April 22, 2021. RELIEF REQUESTED 8. The Debtors seek entry of the Proposed Order extending by 90 days the time period within which the Debtors must assume or reject unexpired leases of nonresidential real property, through and including the earlier of (i) June 7, 2021 and (ii) the effective date of the Debtors’ proposed plan, without prejudice to the right of the Debtors to seek further extensions of the time to assume or reject unexpired leases of nonresidential real property, with the prior written consent of the applicable lessors, as contemplated under section 365(d)(4)(B)(ii) of the Bankruptcy Code. BASIS FOR RELIEF REQUESTED 9. Section 365(d)(4)(A) of the Bankruptcy Code provides that an unexpired lease of nonresidential real property under which a debtor is a lessee will be deemed rejected if the debtor does not assume or reject such unexpired lease by the earlier of (a) 120 days after the petition date and (b) the date of entry of an order confirming a plan. 11 U.S.C. § 365(d)(4)(A). Thus, absent

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an extension of time, under section 365(d)(4)(A) of the Bankruptcy Code, the Debtors’ Unexpired Leases will be deemed rejected by operation of law after March 9, 2021. 10. Under section 365(d)(4)(B) of the Bankruptcy Code, the Court may extend the 120-day period “for 90 days . . . for cause.” 11 U.S.C. § 365(d)(4)(B). The Bankruptcy Code does not define “cause” as used in section 365(d)(4)(B), nor does the Bankruptcy Code establish formal criteria for evaluating a request for an extension of the initial 120-day period. Although the decision to extend a debtor’s time to assume or reject unexpired leases of nonresidential real property is generally within the sound discretion of the court, in determining whether cause exists for an extension of the initial 120-day period, courts rely on a non-exhaustive list of factors, including: (a) whether the debtor was paying for the use of the property; (b) whether the debtor’s continued occupation could damage the lessor beyond the compensation available under the Bankruptcy Code; (c) importance of the leases to the debtor’s reorganization; and (d) whether the case is exceptionally complex and involves a large number of leases. S. St. Seaport Ltd. P’ship. v. Burger Boys, Inc. (In re Burger Boys, Inc.), 94 F. 3d 755, 760–61 (2d Cir. 1996) (citing Theatre Holding Corp. v. Mauro, 681 F. 2d 102, 105-06 (2d Cir. 1982)); Legacy, Ltd. v. Channel Home Ctrs., Inc. (In re Channel Home Ctrs., Inc.), 989 F.2d 682, 689 (3d Cir. 1993); In re Adelphia Commc'ns Corp., 291 B.R. 283 (Bankr. S.D.N.Y. 2003). As discussed below, the facts and circumstances of these chapter 11 cases demonstrate cause under section 365(d)(4)(B) of the Bankruptcy Code to extend of time by which they may assume or reject the Unexpired Leases. 11. First, an extension of the time period to make decisions as to assumption or rejection will allow the Debtors to abide by the terms of the Sale. As noted above, although the

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Sale has yet to close, the Buyer has, in accordance with the terms of its asset purchase agreement, placed approximately ten leases on a “designation list,” which means that the Buyer will have an additional 90 days after closing to direct the Debtors to assume and assign or reject those leases. Thus, the Debtors anticipate that the relief sought in this Motion will affect, at most, approximately ten leases. An extension under section 365(d)(4) of the Bankruptcy Code will provide the Buyer additional time to make assumption and rejection decisions as to such leases, as contemplated in connection with the Sale. 12. In addition, the Debtors are timely paying for the use of their properties that are subject to the Unexpired Leases in accordance with the terms of such leases as required under section 365(d)(3) of the Bankruptcy Code. 13. Indeed, since the Petition Date, the Debtors have timely performed all undisputed obligations under the Unexpired Leases and will continue to perform such obligations to the extent required by section 365(d)(3) of the Bankruptcy Code, including the payment of postpetition rent. Thus, the counterparties under any Unexpired Leases will not be prejudiced by an extension of the time to assume or reject the Unexpired Leases. NOTICE 14. Notice of this Motion has been provided to: (i) the Office of the United States Trustee for the District of Delaware; (ii) the Debtors’ prepetition and postpetition lenders and administrative and collateral agents; (iii) counsel to the official committee of unsecured creditors appointed in these cases; (iv) any party who has requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002; and (v) all non-Debtor parties to the Unexpired Leases. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given.

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NO PRIOR REQUEST 15. No prior request for the relief sought in this Motion has been made to this or any other court. CONCLUSION WHEREFORE the Debtors respectfully request that this Court enter the Proposed Order extending the deadline to assume or rejection nonresidential leases through and including the earlier of (i) June 7, 2021 and (ii) the effective date of the Debtors’ proposed plan and grant such other and further relief as is just and proper. Dated: February 17, 2021 Respectfully submitted, Wilmington, Delaware GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 Email: melorod@gtlaw.com - and - Nancy A. Peterman (admitted pro hac vice) Eric Howe (admitted pro hac vice) Nicholas E. Ballen (admitted pro hac vice) 77 West Wacker Dr., Suite 3100 Chicago, Illinois 60601 Telephone: (312) 456-8400 Facsimile: (312) 456-8435 Email: petermann@gtlaw.com howee@gtlaw.com ballenn@gtlaw.com Counsel for the Debtors and Debtors in Possession