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Full title: Omnibus Objection to Claims First Omnibus (Non-Substantive) Objection to Claims and Initial Administrative Expense Claims. Filed by YouFit Health Clubs, LLC. Hearing scheduled for 5/25/2021 at 02:00 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4, Wilmington, Delaware. Objections due by 5/18/2021. (Attachments: # 1 Exhibit A - Proposed Order # 2 Declaration # 3 Notice) (Meloro, Dennis) (Entered: 04/23/2021)

Document posted on Apr 22, 2021 in the bankruptcy, 8 pages and 0 tables.

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The above-captioned debtors and debtors-in-possession (the “Debtors”) hereby object (this “Objection”) to certain claims and administrative expense claims under sections 502 and 503 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.Rule 3007-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the District of Delaware (the “Local Bankruptcy Rules”), and request entry of an order substantially in the form attached hereto as Exhibit A (the “Proposed Order”) (1) disallowing in their entirety a certain administrative expense claim and a certain claim under section 503(b)(9) of the Bankruptcy Code that are duplicative of another filed administrative expense claim and another 503(b)(9) claim, respectively, as listed on Exhibit 1 annexed to the Proposed The Debtors and their advisors are reviewing, analyzing, and reconciling the Claims and the Initial Administrative Expense Claims on an ongoing basis as part of the claims reconciliation process that includes identifying categories of claims or administrative expenses that may be targeted for disallowance, reduction and allowance, or reclassification and allowance.The Debtors expressly reserve the right to amend, modify, or supplement this Objection and to file additional objections to the claims and administrative expense claims subject to this Objection, or to any other claim or request for allowance of administrative expenses that may be asserted against the Debtors’ estates.Notwithstanding anything contained herein or the exhibits attached hereto, nothing herein shall be construed as a waiver of any rights that the Debtors or their estates (including any entity asserting rights on behalf of the estates) may have to (i) bring avoidance actions under applicable sections of the Bankruptcy Code, including, but not limited to, sections 544, 547 and 548 of the Bankruptcy Code, against holders of the Claims or the Initial Administrative Expense Claims covered by this Objection or (ii) exercise rights of setoff or other similar rights against the holders of such claims or administrative expense claims.

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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: May 25, 2021, at 2:00 p.m. (ET) Resp. Deadline: May 18, 2021, at 4:00 p.m. (ET) FIRST OMNIBUS (NON-SUBSTANTIVE) OBJECTION OF THE DEBTORS TO CLAIMS AND INITIAL ADMINISTRATIVE EXPENSE CLAIMS * * * * Claimants receiving this Objection should locate their name(s) and claim number(s) in Exhibits 1 and 2 annexed to the Proposed Order attached hereto as Exhibit A, which contains the grounds for objections pertaining to their claim(s) and the relief being sought by the Debtors. Your substantive rights may be affected by this Objection and by any further objection that may be filed by the Debtors. The relief sought herein is without prejudice to the Debtors’ rights to pursue further substantive or non-substantive objections against the claims listed in Exhibits 1 and 2 annexed to the Proposed Order attached to this Objection as Exhibit A. * * * * The above-captioned debtors and debtors-in-possession (the “Debtors”) hereby object (this “Objection”) to certain claims and administrative expense claims under sections 502 and 503 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and 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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Rule 3007-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the District of Delaware (the “Local Bankruptcy Rules”), and request entry of an order substantially in the form attached hereto as Exhibit A (the “Proposed Order”) (1) disallowing in their entirety a certain administrative expense claim and a certain claim under section 503(b)(9) of the Bankruptcy Code that are duplicative of another filed administrative expense claim and another 503(b)(9) claim, respectively, as listed on Exhibit 1 annexed to the Proposed Order (the “Duplicate Administrative Expense and 503(b)(9) Claims”); and (2)disallowing in their entirety certain claims that are superseded by amended claims, as listedon Exhibit 2 annexed to the Proposed Order (the “Amended Claims”). In support of this Objection, the Debtors rely upon the Declaration of Brian Gleason in Support of the First Omnibus (Non-Substantive) Objection of the Debtors to Claims and Initial Administrative Expense Claims (the “Gleason Declaration”) attached hereto as Exhibit B. In further support of this Objection, the Debtors respectfully state as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Objection under 28 U.S.C. §§ 157 and1334 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). Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The statutory predicates for the relief sought herein are sections 503 and 503 ofthe Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule 3007-1. BACKGROUND A. General Background 3. On November 9, 2020 (the “Petition Date”), each of the Debtors filed a voluntary

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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 January 20, 2021, the Court entered the Order (I) Fixing Deadlines for Filing Proofs of Claim and (II) Approving the Form and Manner of Notice Thereof [Docket No. 671] (the “Bar Date Order”) which set February 22, 2021, at 4:00 p.m. (ET) (the “General Bar Date”) as the bar date applicable to all claims of a person or entity (other than a governmental unit) arising before the Petition Date, including claims arising under section 503(b)(9) of the Bankruptcy Code. Donlin, Recano & Company, Inc. (“DRC”) is authorized to serve as the custodian of court records, is designated as the authorized repository for all proofs of claim filed in this case and is authorized to maintain the official claims register for the Debtor (the “Claims Register”). Bar Date Order, ¶¶ 2, 12, 20; see also Order Authorizing the Employment and Retention of Donlin, Recano & Company, Inc. as Claims and Noticing Agent Nunc Pro Tunc to the Petition Date [Docket No. 39]. 5. On January 25, 2021, DRC caused the Bar Date Notice (as defined in and approved by the Bar Date Order) and personalized or standard proof of claims forms (as applicable) to be served in accordance with Paragraph 17 of the Bar Date Order and Bankruptcy Rule 2002. Affidavit of Service by Jennifer S. Goode [Docket No. 711]. 6. On March 4, 2021, the Court entered the Order (A) Approving the Disclosure Statement on an Interim Basis, (B) Establishing Procedures for Solicitation and Tabulation of

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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. 801] (the “Solicitation Procedures Order”). Among other things, the Solicitation Procedures Order set April 12, 2021, at 4:00 p.m. (ET) as the deadline (the “Initial Administrative Expense Claim Deadline”) for filing requests for allowance of administrative expenses that arose or accrued between the Petition Date and March 4, 2021, and approved a form (the “Administrative Expense Claims Form”) for submitting such requests to DRC by or before the Initial Administrative Expense Claim Deadline. Solicitation Procedures Order, ¶¶ 22–26. 7. On March 12, 2021, DRC caused the Initial Administrative Expense Claims Notice (as defined in and approved by the Solicitation Procedures Order) to be served in accordance with Paragraph 26 of the Solicitation Procedures Order. Affidavit of Donlin Recano and Company, Inc. Regarding Service of Solicitation Package with Respect to Combined Disclosure Statement and Amended Chapter 11 Plan of Liquidation of YouFit Health Clubs, LLC and Its Debtor Affiliates, ¶¶ 3.d, 4.d, 5.b, 6.b. 8. As of the date hereof, approximately 517 proofs of claim (the “Claims”), including approximately 10 claims under section 503(b)(9) of the Bankruptcy Code (the “503(b)(9) Claims”), and 41 requests for allowance of administrative expenses accruing or arising between the Petition Date and March 4, 2021 (the “Initial Administrative Expense Claims”) were filed.

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B. The Claims Resolution Process 9. In the ordinary course of business, the Debtors have maintained books and records that reflect, among other things, the Debtors’ liabilities and the amounts thereof owed to their creditors (the “Books and Records”). 10. The Debtors and their advisors are reviewing, analyzing, and reconciling the Claims and the Initial Administrative Expense Claims on an ongoing basis as part of the claims reconciliation process that includes identifying categories of claims or administrative expenses that may be targeted for disallowance, reduction and allowance, or reclassification and allowance. As part of this ongoing process, the Debtors are, among other tasks, comparing the Claims and the Initial Administrative Expense Claims with the Books and Records to determine the validity of such claims. 11. The Debtors have reviewed each of the Claims or Initial Administrative Expense Claims listed on Exhibits 1 and 2 to the Proposed Order and have concluded that each such claim is appropriately objected to on one or more of the bases set forth below. In addition to this Objection, the Debtors anticipates filing further omnibus or individual objections to certain Claims and Initial Administrative Expense Claims. RELIEF REQUESTED 12. By this Objection, the Debtors seeks entry of an order substantially in the form of the Proposed Order, pursuant to sections 502 and 503 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Bankruptcy Rule 3007-1, disallowing the Claims listed on Exhibits 1 and 2 to the Proposed Order.

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BASIS FOR RELIEF A. Duplicate Administrative Expense and 503(b)(9) Claims (Exhibit 1 to Proposed Order) 13. As set forth in the Gleason Declaration, the Debtors and their professionals have thoroughly reviewed the Initial Administrative Expense Claims and the 503(b)(9) Claims and have determined that the Duplicate Administrative Expense and 503(b)(9) Claims are duplicative of one other Initial Administrative Expense Claim and 503(b)(9) Claim, respectively, filed against the Debtors. Failure to disallow the Duplicate Administrative Expense and 503(b)(9) Claims could result in the applicable claimants being paid twice on account of the same asserted liabilities to the detriment of other similarly situated creditors. B. Amended Claims (Exhibit 2 to the Proposed Order) 14. As set forth in the Gleason Declaration, the Debtors and their professionals have thoroughly reviewed the Claims and have determined that each of the Amended Claims has been superseded by a later-filed claim amending each such Amended Claim. Failure to disallow the Amended Claims could result in the applicable claimants being paid twice on account of the same asserted liability to the detriment of other similarly situated creditors. RESERVATION OF RIGHTS 15. The Debtors expressly reserve the right to amend, modify, or supplement this Objection and to file additional objections to the claims and administrative expense claims subject to this Objection, or to any other claim or request for allowance of administrative expenses that may be asserted against the Debtors’ estates. If one or more of the grounds of objection stated herein is overruled, the Debtors reserves the right to object to the Claims and Initial Administrative Expenses Claims covered by this Objection on any other ground that bankruptcy or applicable nonbankruptcy law may permit.

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16. Notwithstanding anything contained herein or the exhibits attached hereto, nothing herein shall be construed as a waiver of any rights that the Debtors or their estates (including any entity asserting rights on behalf of the estates) may have to (i) bring avoidance actions under applicable sections of the Bankruptcy Code, including, but not limited to, sections 544, 547 and 548 of the Bankruptcy Code, against holders of the Claims or the Initial Administrative Expense Claims covered by this Objection or (ii) exercise rights of setoff or other similar rights against the holders of such claims or administrative expense claims. NOTICE 17. Notice of this Objection has been given to the following parties or, in lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee for the District of Delaware; (b) those parties requesting notice pursuant to Bankruptcy Rule 2002; and (c) those parties whose claims or administrative expense claims are listed in Exhibits 1 and 2 to the Proposed Order. The Debtors submits that, in light of the nature of the relief requested, no other or further notice need be given. [Remainder of This Page Intentionally Left Blank]

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CONCLUSION WHEREFORE, for the reasons set forth herein, the Debtors respectfully requests that this Court approve the relief requested in this Objection and grant such other and further relief as is just and proper. Dated: April 23, 2021 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

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