Preview
FILED
2/25/2022 4:55 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Jenifer Trujillo DEPUTY
CAUSE NO. DC—21—11406
MILTON 635 GRAVOIS ROAD LLC, IN THE DISTRICT COURT
635 GRAVOIS ROAD LEASING LLC, and
635 GRAVOIS ROAD REAL ESTATE LLC,
Plaintiffs,
V. 44TH JUDICIAL DISTRICT
TRT HOLDINGS, INC.,
RBR REAL ESTATE HOLDINGS, LLC,
BRIAN ZELMAN, and ADAM ZEITSIFF,
Defendants. DALLAS COUNTY, TEXAS
NOTICE OF INTENTION TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF
NON-PARTY CLUB FITNESS HOLDINGS. INC.. AND SUBPOENA DUCES TECUM
TO: Club Fitness Holdings, Inc., by and thru its attorney of record, Jeffrey L. Schultz, Armstrong
Teasdale, 7700 Forsyth Blvd, Suite 1800, St. Louis, MO 63105.
PLEASE TAKE NOTICE that, pursuant to Rule 199.2 of the Texas Rules of Civil Procedure,
Plaintiffs Milton 635 Gravois Road LLC, 635 Gravois Road Leasing LLC, and 635 Gravois Road Real
Estate LLC, by and through their attorney of record, Jaime M. DeWees, will take the deposition upon
oral examination of non-party Club Fitness Holdings, Inc. (the "Witness"). The deposition will
commence on March 14, 2022, beginning at 10:00 a.m CST, at Summers Compton Wells, 903 S.
Lindbergh Blvd, Suite 200, St. Louis, MO 63131, and will continue until completed.
The deposition Will be taken before a certified court reporter and/ or an authorized designee, or
other officer authorized bylaw to administer oaths and record testimony, for the purposes of discovery,
or evidence, or both. The deposition may be recorded by stenographic means and/ or will be videotaped.
Said deposition, when so taken and returned according to law, will be used in evidence upon trial of said
cause. You are invited to attend and examine the Witness.
A Subpoena Duces Tecum is attached as "Exhibit A" setting forth documents to be produced
on or before March 14, 2022, by 10:00 a.m. CST.
NOTICE OF DEPOSITION OF CLUB FITNESS HOLDINGS, INC. - Page 1 9045512 V1 (7220800006000)
Respectfully submitted,
KANE RUSSELL COLEMAN LOGAN P.C.
By:—
/.r/ Tame M. DeWm
Robert N. LeMay
State Bar N0. 12188750
—
rlema
M.
krcl.com
DeWees
Jaime
State Bar N0. 24097593
j deweesngrclcom
901 Main Street
Suite 5200
Dallas, Texas 75202
Telephone (214) 777-4254 (RNL)
Telephone (214) 777—0068 OMD)
Facsimile (214) 777-4299
ATTORNEYS FOR PLAINTIFFS
CERTIFICATE OF SERVICE
The undersigned hereby certifies that a true and correct copy of foregoing has been served on
the 25th day of February 2022, as follows:
Club Fitness Holdings, Inc. Elliot Strader
c / o its attorney of record, Jeffrey L. Schultz AKERMAN LLP
Armstrong Teasdale 2001 Ross Avenue, Suite 3600
7700 Forsyth Blvd, Suite 1800 Dallas, Texas 75201
St. Louis, MO 63105 Elliotstrader akerman.com
jschultz@atllp.com
ATTORNEYS FOR NON-PARTY ATTORNEY FOR DEFENDANTS
CLUB FITNESS HOLDINGS, INC.
/5/ him M. DeWm
Jaime M. DeWees
NOTICE 0F DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 2 9045512 V1 (7220800006000)
EXHIBIT A
I. DEFINITIONS
1. "You," "Your," "Club Fitness," or "the Witness" means Club Fitness Fenton, its present
and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities
controlled by or acting on its behalf.
2. "RBR RE Holdings" means Defendant RBR Real Estate Holdings, LLC, its present and
former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities
controlled by or acting on its behalf.
3. "Gravois LLC" means Plaintiff Milton 635 Gravois Road LLC, its present and former
employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by
or acting on its behalf.
4. "635 Gravois Road Leasing" means Plaintiff 635 Gravois Road Leasing LLC, its present
and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities
controlled by or acting on its behalf.
5. "635 Gravois Road RE" means Plaintiff 635 Gravois Road Real Estate LLC, its present
and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities
controlled by or acting on its behalf.
6. "TRT Holdings" means Defendant TRT Holdings, Inc., its present and former
employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by
or acting on its behalf.
7. "Zelman" means Defendant Brian Zelman, his present and former employees, attorneys,
representatives, parents, subsidiaries and all other persons or entities controlled by or acting on his
behalf.
NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 3 9045512 V1 (72208.00006.000)
8. "Zeitsiff" means Defendant Adam Zeitsiff, his present and former employees, attorneys,
representatives, parents, subsidiaries and all other persons or entities controlled by or acting on his
behalf.
9. "Plaintiffs" means Gravois LLC, 635 Gravois Road Leasing, and 635 Gravois Road RE,
collectively, including, but not limited to, their brokers, affiliates, representatives, agents, principals or
attorneys, including but not limited to Leeton Real Estate, Inc., Mark Sher, Michael Shabsels, Mark
Graham or Mark Cohen.
10. "Defendants" means TRT Holdings, RBR RE Holdings, Zelman, and Zeitsiff,
collectively, including, but not limited to, their brokers, affiliates, representatives, agents or attorneys.
11. "Tenant" means Gold‘s St. Louis, LLC, its present and former employees, attorneys,
representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its
behalf.
12. "PSA" means the Agreement of Purchase and Sale by and between Leeton Real Estate,
Inc. and RBR RE Holdings.
13. "Amendment" means any and all amendments to the PSA, as defined herein.
14. "Lease Agreement" means that lease agreement dated July 31, 2006 by and between
Gold's St. Louis, LLC and Scannell Properties #61, LLC.
15. "Shopping Center Lease" means the Amended and Restated Shopping Center Lease
agreement between RBR RE Holdings and Golds Gym dated August 31, 2018 and amended in
November of 2019.
16. "Premises" means 635 Gravois Road, Fenton, Missouri.
17. "Assignment and Assumption" means that Assignment and Assumption of Leases dated
November 26, 2019 by and between RBR RE Holdings and Gravois, LLC.
18. "Bankruptcy" means the Bankruptcy filed under Case No. 20-31318-hdh in the United
States Bankruptcy Court in the Northern District of Texas by Gold's Gym.
NOTICE OF DEPOSITION OF CLUB FITNESS HOLDINGS, INC. - Page 4 9045512 V1 (7220800006000)
19. "Broker" means Aaron Johnson, including, but not limited to, his affiliates,
representatives, agents, attorneys 0r principals, including but not limited to, Holliday Fenoglio Fowler
LP. or Jones, Lang, LaSalle Incorporated or any of their affiliates.
20. "Gold's Gym" means Gold's Gym International, Inc, its present and former employees,
attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting in
its behalf.
21. "Document" means the originals and each non-identical copy or reproduction of any
written or recorded matter in your possession, custody or control, or the custody or control of your
servants, employees, attorneys or other agents or any other person or entity acting on your behalf ——
whether printed, recorded, reproduced by any process, or written or produced by hand. This definition
includes all handwritten, typewritten, printed, photocopied, photographic or recorded matter, and
includes pictures, photographs, diagrams, sound recordings, films, tapes, and information stored in, or
accessible through, computer or other information storage or retrieval systems, including emails, text
messages and instant messages, together with the codes and/0r programming instructions and other
materials necessary to understand and use such systems.
22. "Relating to" means embodying, pertaining, concerning, involving, constituting,
commenting upon, comprising, reflecting, discussing, evidencing, mentioning, referring to, consisting of,
responding to, supporting or controverting a contention, or having any logical or factual connection
whatsoever with the subject matter in question.
23. "Communications" means any contact 0r act by which any information is transmitted or
conveyed between two or more persons, and shall include, without limitation, written contact by such
means as letters, memoranda, telegrams, telexes, electronically transmitted messages, emails, text
message, or by any Document, and any oral contact by such means as face to face meetings or
conversations and telephone conversations which are transcribed, notated 0r in any other manner
memorialized in written, typed or recorded form.
NOTICE OF DEPOSITION OF CLUB FITNESS HOLDINGS, INC. - Page 5 9045512 V1 (72208.00006.000)
24. "Including" means "including but not limited to", and is not restrictive or limiting.
25. "Identify" or any form of that word as used herein in connection with a document means
to state:
(a) the name, date and subject of the document;
(b) the type of document (6g, letter, memorandum, note, report);
(c) the identity of the author and all recipients of the document;
(d) the identity of the custodian or possessor of the document or a copy thereof; and
(e) the location of the document or a copy thereof.
26. "Identify" or any form of that word as used herein with respect to a person, if the person
is an individual, means to state:
(a) the name;
(b) the present employer, if known; and
(c) the present address and telephone number or, if unknown, the last known
address and telephone number and last known employer of such person.
27. "Identify" or any form of that word, as used herein with respect to a person, if the
person is a corporation, partnership or other legal entity, means to:
(a) state the name;
(b) identify that state of legal formation and current existence;
(C) identify all officers, directors, partners and / or principals; and
(d) state the address of the entity's principal place of business.
NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 6 9045512 V1 (72208.00006.000)
II. INSTRUCTIONS FOR DOCUMENT PRODUCTION
1. In producing documents, you are to produce all documents in your possession, custody,
or control, regardless of whether such documents are directly in your possession, custody, or control, or
in the possession, custody, or control of your attorneys, agents, representatives, or any other persons
acting or purporting to act on your behalf or under your direction or control. These requests shall be
treated as seeking any and all information Within Your care, custody or control.
2. All responsive material and documents should be produced in native format and
converted into single page searchable Tagged Image File Format (TIFF), unless otherwise specified. All
metadata associated with the responsive material and documents shall be maintained. For material
documents that cannot be converted into TIFF, notify requesting party of the intended form of
production that is either reasonably usable or as it is ordinarily kept. All Data responsive to the requests
below shall be provided via CD, DVD, or Floppy Disk in user readable format CtXt or similar file types),
or as otherwise agreed in a supplemental writing by the parties. For any electronically stored information
produced:
a. Searchable Database Files: Provide document images and database load files that are
in a format suitable for direct input into Reveal database programs. The database files
shall have the following minimum characteristics:
i. Images: Images will be delivered in Group IV Single Page TIFF images, scanned
at 300 dpi or more. Each imaged page will be branded with a unique sequential
number consisting of an alpha prefix and numeric digits ("Bates Numbct");
ii. Document Breaks: Physical document boundaries will be captured during
scanning and the load file will reflect those document boundaries. A document
break will indicate where folders, redwells, binders, clips, rubber bands, staples,
etc. originally appeared;
iii. OCR DATA: Document OCR will be performed. OCR will be provided on a
document level. There will be one OCR text file per document, named the
same as that document's beginning bates number. The OCR text file for a
document should reside in the same location (file directory) as the images for
that document. The OCR file associated with any redacted document may
exclude the redacted text.
NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 7 9045512 V1 (72208.00006.000)
b. Document Index: For each document production, you shall provide both a paper
copy index and a matching tab delimited text file containing the following values for
each document:
i. Beginning bates number;
ii. Ending bates number;
iii. The document's custodian; and
iv. The document's physical location before scanning.
3. If you assert any privilege or protection as trial—preparation material as a ground for
failing t0 produce documents, you shall respond t0 that part of each such request that, in your View,
does not seek allegedly privileged or otherwise protected information or communications. For each
document, or portion thereof, responsive to a request for which you claim a privilege or other
protection, you shall describe the factual basis for such claim in sufficient detail to permit adjudication of
the validity of that claim, including without limitation, the following information:
a. an identification or description of the document withheld;
b. the name, title and job description of each person who has received or utilized the
document;
c. a description of the subject matter of the document; and
d. the nature of the privilege or other protection claimed
4. If any document is not or cannot be produced in full, you are to produce the document
to the extent possible, indicating which portion of such document is not or cannot be produced and the
reason.
5. In producing documents, you are to produce an exact copy of the original together with
all non-identical copies and drafts of such documents. Each document shall be bound, stapled, or
otherwise organized in the same manner as the original. Documents attached to each other shall not be
separated.
6. If any requested documents have been lost, destroyed, or are otherwise no longer in your
possession, custody, or control, such documents or material shall be identified as completely as possible.
7. The requests are continuing in nature. If additional information is obtained or becomes
available, you have a duty to supplement any response t0 the requests as necessary.
NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 8 9045512 V1 (72208.00006.000)
8. The time frame for these requests is January 1, 2018 through the present unless
otherwise specified.
III. DOCUMENTS REQUESTED
1. All communications, correspondence, documents, agreements, notes, emails and memoranda
sent by and between or among you and TRT Holdings relating to the Plaintiffs, the Tenant, Gold's Gym,
the PSA, the Amendment, the Lease Agreement, the Shopping Center Lease, the Premises, the
Assignment and Assumption or the Bankruptcy.
2. All communications, correspondence, documents, agreements, notes, emails and memoranda
sent by and between or among you and the Tenant relating to the Plaintiffs, the PSA, the Amendment,
the Lease Agreement, the Shopping Center Lease, the Premises, the Assignment and Assumption or the
Bankruptcy.
3. All documents relating to, reflecting or evidencing the financial condition of Gold's Gym from
2016 through the time 0f the Bankruptcy, including but not limited to, financial statements or
customer / membership data for the Tenant and other similarly situated Gold's Gym fitness centers.
4. All documents relating to, reflecting or evidencing the financial condition of the Tenant from
2016 through the time of the Bankruptcy including, but not limited to, financial statements or
customer / membership data.
5. Any and all communications, correspondence, documents, agreements, notes, emails and
memoranda sent by and between or among you and Gold's Gym relating to Plaintiffs, the PSA, the
Tenant, the Amendment, the Lease Agreement, the Shopping Center Lease, the Premises, the
Assignment and Assumption or the Bankruptcy.
6. Any and all documents reflecting or evidencing the financial performance of the Premises
between 2016 and 2020.
7. Any and all documents reflecting or evidencing the financial performance of the Tenant
including but not limited to membership data between 2016 and 2021.
8. Any and all agreements between you and TRT Holdings.
NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 9 9045512 V1 (7220800006000)
9. Any and all communications, correspondence, documents, agreements, notes, emails and
memoranda sent by and between or among you and Gold's Gym relating to the Tenant.
10. Any and all communications, correspondence, documents, agreements, notes, emails and
memoranda sent by and between or among you and Tenant.
11. All documents you received from Defendants and/ or any third-party source evidencing or
reflecting the business or operations of the Tenant.
NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 10 9045512 V1 (72208.00006.000)
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Connie Nims on behalf of Jaime DeWees
Bar No. 24097593
cnims@krcl.com
Envelope ID: 62107786
Status as of 2/28/2022 9:30 AM CST
Associated Case Party: MILTON 635 GRAVOIS ROAD LLC
Name BarNumber Email TimestampSubmitted Status
Robert LeMay r|emay@krcl.com 2/25/2022 4:55:26 PM SENT
Jaime DeWees jdewees@krcl.com 2/25/2022 4:55:26 PM SENT
Case Contacts
Name BarNumber Email TimestampSubmitted Status
Teresa Rowe trowe@krcl.com 2/25/2022 4:55:26 PM SENT
Connie Nims cnims@krcl.com 2/25/2022 4:55:26 PM SENT
Associated Case Party: TRT HOLDINGS, INC.
Name BarNumber Email TimestampSubmitted Status
Elliot Strader elliot.strader@akerman.com 2/25/2022 4:55:26 PM SENT
Xakema Henderson xakema.henderson@akerman.com 2/25/2022 4:55:26 PM SENT
Preview
FILED 2/25/2022 4:55 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Jenifer Trujillo DEPUTY CAUSE NO. DC—21—11406 MILTON 635 GRAVOIS ROAD LLC, IN THE DISTRICT COURT 635 GRAVOIS ROAD LEASING LLC, and 635 GRAVOIS ROAD REAL ESTATE LLC, Plaintiffs, V. 44TH JUDICIAL DISTRICT TRT HOLDINGS, INC., RBR REAL ESTATE HOLDINGS, LLC, BRIAN ZELMAN, and ADAM ZEITSIFF, Defendants. DALLAS COUNTY, TEXAS NOTICE OF INTENTION TO TAKE ORAL AND VIDEOTAPED DEPOSITION OF NON-PARTY CLUB FITNESS HOLDINGS. INC.. AND SUBPOENA DUCES TECUM TO: Club Fitness Holdings, Inc., by and thru its attorney of record, Jeffrey L. Schultz, Armstrong Teasdale, 7700 Forsyth Blvd, Suite 1800, St. Louis, MO 63105. PLEASE TAKE NOTICE that, pursuant to Rule 199.2 of the Texas Rules of Civil Procedure, Plaintiffs Milton 635 Gravois Road LLC, 635 Gravois Road Leasing LLC, and 635 Gravois Road Real Estate LLC, by and through their attorney of record, Jaime M. DeWees, will take the deposition upon oral examination of non-party Club Fitness Holdings, Inc. (the "Witness"). The deposition will commence on March 14, 2022, beginning at 10:00 a.m CST, at Summers Compton Wells, 903 S. Lindbergh Blvd, Suite 200, St. Louis, MO 63131, and will continue until completed. The deposition Will be taken before a certified court reporter and/ or an authorized designee, or other officer authorized bylaw to administer oaths and record testimony, for the purposes of discovery, or evidence, or both. The deposition may be recorded by stenographic means and/ or will be videotaped. Said deposition, when so taken and returned according to law, will be used in evidence upon trial of said cause. You are invited to attend and examine the Witness. A Subpoena Duces Tecum is attached as "Exhibit A" setting forth documents to be produced on or before March 14, 2022, by 10:00 a.m. CST. NOTICE OF DEPOSITION OF CLUB FITNESS HOLDINGS, INC. - Page 1 9045512 V1 (7220800006000) Respectfully submitted, KANE RUSSELL COLEMAN LOGAN P.C. By:— /.r/ Tame M. DeWm Robert N. LeMay State Bar N0. 12188750 — rlema M. krcl.com DeWees Jaime State Bar N0. 24097593 j deweesngrclcom 901 Main Street Suite 5200 Dallas, Texas 75202 Telephone (214) 777-4254 (RNL) Telephone (214) 777—0068 OMD) Facsimile (214) 777-4299 ATTORNEYS FOR PLAINTIFFS CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of foregoing has been served on the 25th day of February 2022, as follows: Club Fitness Holdings, Inc. Elliot Strader c / o its attorney of record, Jeffrey L. Schultz AKERMAN LLP Armstrong Teasdale 2001 Ross Avenue, Suite 3600 7700 Forsyth Blvd, Suite 1800 Dallas, Texas 75201 St. Louis, MO 63105 Elliotstrader akerman.com jschultz@atllp.com ATTORNEYS FOR NON-PARTY ATTORNEY FOR DEFENDANTS CLUB FITNESS HOLDINGS, INC. /5/ him M. DeWm Jaime M. DeWees NOTICE 0F DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 2 9045512 V1 (7220800006000) EXHIBIT A I. DEFINITIONS 1. "You," "Your," "Club Fitness," or "the Witness" means Club Fitness Fenton, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 2. "RBR RE Holdings" means Defendant RBR Real Estate Holdings, LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 3. "Gravois LLC" means Plaintiff Milton 635 Gravois Road LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 4. "635 Gravois Road Leasing" means Plaintiff 635 Gravois Road Leasing LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 5. "635 Gravois Road RE" means Plaintiff 635 Gravois Road Real Estate LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 6. "TRT Holdings" means Defendant TRT Holdings, Inc., its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 7. "Zelman" means Defendant Brian Zelman, his present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on his behalf. NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 3 9045512 V1 (72208.00006.000) 8. "Zeitsiff" means Defendant Adam Zeitsiff, his present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on his behalf. 9. "Plaintiffs" means Gravois LLC, 635 Gravois Road Leasing, and 635 Gravois Road RE, collectively, including, but not limited to, their brokers, affiliates, representatives, agents, principals or attorneys, including but not limited to Leeton Real Estate, Inc., Mark Sher, Michael Shabsels, Mark Graham or Mark Cohen. 10. "Defendants" means TRT Holdings, RBR RE Holdings, Zelman, and Zeitsiff, collectively, including, but not limited to, their brokers, affiliates, representatives, agents or attorneys. 11. "Tenant" means Gold‘s St. Louis, LLC, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting on its behalf. 12. "PSA" means the Agreement of Purchase and Sale by and between Leeton Real Estate, Inc. and RBR RE Holdings. 13. "Amendment" means any and all amendments to the PSA, as defined herein. 14. "Lease Agreement" means that lease agreement dated July 31, 2006 by and between Gold's St. Louis, LLC and Scannell Properties #61, LLC. 15. "Shopping Center Lease" means the Amended and Restated Shopping Center Lease agreement between RBR RE Holdings and Golds Gym dated August 31, 2018 and amended in November of 2019. 16. "Premises" means 635 Gravois Road, Fenton, Missouri. 17. "Assignment and Assumption" means that Assignment and Assumption of Leases dated November 26, 2019 by and between RBR RE Holdings and Gravois, LLC. 18. "Bankruptcy" means the Bankruptcy filed under Case No. 20-31318-hdh in the United States Bankruptcy Court in the Northern District of Texas by Gold's Gym. NOTICE OF DEPOSITION OF CLUB FITNESS HOLDINGS, INC. - Page 4 9045512 V1 (7220800006000) 19. "Broker" means Aaron Johnson, including, but not limited to, his affiliates, representatives, agents, attorneys 0r principals, including but not limited to, Holliday Fenoglio Fowler LP. or Jones, Lang, LaSalle Incorporated or any of their affiliates. 20. "Gold's Gym" means Gold's Gym International, Inc, its present and former employees, attorneys, representatives, parents, subsidiaries and all other persons or entities controlled by or acting in its behalf. 21. "Document" means the originals and each non-identical copy or reproduction of any written or recorded matter in your possession, custody or control, or the custody or control of your servants, employees, attorneys or other agents or any other person or entity acting on your behalf —— whether printed, recorded, reproduced by any process, or written or produced by hand. This definition includes all handwritten, typewritten, printed, photocopied, photographic or recorded matter, and includes pictures, photographs, diagrams, sound recordings, films, tapes, and information stored in, or accessible through, computer or other information storage or retrieval systems, including emails, text messages and instant messages, together with the codes and/0r programming instructions and other materials necessary to understand and use such systems. 22. "Relating to" means embodying, pertaining, concerning, involving, constituting, commenting upon, comprising, reflecting, discussing, evidencing, mentioning, referring to, consisting of, responding to, supporting or controverting a contention, or having any logical or factual connection whatsoever with the subject matter in question. 23. "Communications" means any contact 0r act by which any information is transmitted or conveyed between two or more persons, and shall include, without limitation, written contact by such means as letters, memoranda, telegrams, telexes, electronically transmitted messages, emails, text message, or by any Document, and any oral contact by such means as face to face meetings or conversations and telephone conversations which are transcribed, notated 0r in any other manner memorialized in written, typed or recorded form. NOTICE OF DEPOSITION OF CLUB FITNESS HOLDINGS, INC. - Page 5 9045512 V1 (72208.00006.000) 24. "Including" means "including but not limited to", and is not restrictive or limiting. 25. "Identify" or any form of that word as used herein in connection with a document means to state: (a) the name, date and subject of the document; (b) the type of document (6g, letter, memorandum, note, report); (c) the identity of the author and all recipients of the document; (d) the identity of the custodian or possessor of the document or a copy thereof; and (e) the location of the document or a copy thereof. 26. "Identify" or any form of that word as used herein with respect to a person, if the person is an individual, means to state: (a) the name; (b) the present employer, if known; and (c) the present address and telephone number or, if unknown, the last known address and telephone number and last known employer of such person. 27. "Identify" or any form of that word, as used herein with respect to a person, if the person is a corporation, partnership or other legal entity, means to: (a) state the name; (b) identify that state of legal formation and current existence; (C) identify all officers, directors, partners and / or principals; and (d) state the address of the entity's principal place of business. NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 6 9045512 V1 (72208.00006.000) II. INSTRUCTIONS FOR DOCUMENT PRODUCTION 1. In producing documents, you are to produce all documents in your possession, custody, or control, regardless of whether such documents are directly in your possession, custody, or control, or in the possession, custody, or control of your attorneys, agents, representatives, or any other persons acting or purporting to act on your behalf or under your direction or control. These requests shall be treated as seeking any and all information Within Your care, custody or control. 2. All responsive material and documents should be produced in native format and converted into single page searchable Tagged Image File Format (TIFF), unless otherwise specified. All metadata associated with the responsive material and documents shall be maintained. For material documents that cannot be converted into TIFF, notify requesting party of the intended form of production that is either reasonably usable or as it is ordinarily kept. All Data responsive to the requests below shall be provided via CD, DVD, or Floppy Disk in user readable format CtXt or similar file types), or as otherwise agreed in a supplemental writing by the parties. For any electronically stored information produced: a. Searchable Database Files: Provide document images and database load files that are in a format suitable for direct input into Reveal database programs. The database files shall have the following minimum characteristics: i. Images: Images will be delivered in Group IV Single Page TIFF images, scanned at 300 dpi or more. Each imaged page will be branded with a unique sequential number consisting of an alpha prefix and numeric digits ("Bates Numbct"); ii. Document Breaks: Physical document boundaries will be captured during scanning and the load file will reflect those document boundaries. A document break will indicate where folders, redwells, binders, clips, rubber bands, staples, etc. originally appeared; iii. OCR DATA: Document OCR will be performed. OCR will be provided on a document level. There will be one OCR text file per document, named the same as that document's beginning bates number. The OCR text file for a document should reside in the same location (file directory) as the images for that document. The OCR file associated with any redacted document may exclude the redacted text. NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 7 9045512 V1 (72208.00006.000) b. Document Index: For each document production, you shall provide both a paper copy index and a matching tab delimited text file containing the following values for each document: i. Beginning bates number; ii. Ending bates number; iii. The document's custodian; and iv. The document's physical location before scanning. 3. If you assert any privilege or protection as trial—preparation material as a ground for failing t0 produce documents, you shall respond t0 that part of each such request that, in your View, does not seek allegedly privileged or otherwise protected information or communications. For each document, or portion thereof, responsive to a request for which you claim a privilege or other protection, you shall describe the factual basis for such claim in sufficient detail to permit adjudication of the validity of that claim, including without limitation, the following information: a. an identification or description of the document withheld; b. the name, title and job description of each person who has received or utilized the document; c. a description of the subject matter of the document; and d. the nature of the privilege or other protection claimed 4. If any document is not or cannot be produced in full, you are to produce the document to the extent possible, indicating which portion of such document is not or cannot be produced and the reason. 5. In producing documents, you are to produce an exact copy of the original together with all non-identical copies and drafts of such documents. Each document shall be bound, stapled, or otherwise organized in the same manner as the original. Documents attached to each other shall not be separated. 6. If any requested documents have been lost, destroyed, or are otherwise no longer in your possession, custody, or control, such documents or material shall be identified as completely as possible. 7. The requests are continuing in nature. If additional information is obtained or becomes available, you have a duty to supplement any response t0 the requests as necessary. NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 8 9045512 V1 (72208.00006.000) 8. The time frame for these requests is January 1, 2018 through the present unless otherwise specified. III. DOCUMENTS REQUESTED 1. All communications, correspondence, documents, agreements, notes, emails and memoranda sent by and between or among you and TRT Holdings relating to the Plaintiffs, the Tenant, Gold's Gym, the PSA, the Amendment, the Lease Agreement, the Shopping Center Lease, the Premises, the Assignment and Assumption or the Bankruptcy. 2. All communications, correspondence, documents, agreements, notes, emails and memoranda sent by and between or among you and the Tenant relating to the Plaintiffs, the PSA, the Amendment, the Lease Agreement, the Shopping Center Lease, the Premises, the Assignment and Assumption or the Bankruptcy. 3. All documents relating to, reflecting or evidencing the financial condition of Gold's Gym from 2016 through the time 0f the Bankruptcy, including but not limited to, financial statements or customer / membership data for the Tenant and other similarly situated Gold's Gym fitness centers. 4. All documents relating to, reflecting or evidencing the financial condition of the Tenant from 2016 through the time of the Bankruptcy including, but not limited to, financial statements or customer / membership data. 5. Any and all communications, correspondence, documents, agreements, notes, emails and memoranda sent by and between or among you and Gold's Gym relating to Plaintiffs, the PSA, the Tenant, the Amendment, the Lease Agreement, the Shopping Center Lease, the Premises, the Assignment and Assumption or the Bankruptcy. 6. Any and all documents reflecting or evidencing the financial performance of the Premises between 2016 and 2020. 7. Any and all documents reflecting or evidencing the financial performance of the Tenant including but not limited to membership data between 2016 and 2021. 8. Any and all agreements between you and TRT Holdings. NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 9 9045512 V1 (7220800006000) 9. Any and all communications, correspondence, documents, agreements, notes, emails and memoranda sent by and between or among you and Gold's Gym relating to the Tenant. 10. Any and all communications, correspondence, documents, agreements, notes, emails and memoranda sent by and between or among you and Tenant. 11. All documents you received from Defendants and/ or any third-party source evidencing or reflecting the business or operations of the Tenant. NOTICE OF DEPOSITION 0F CLUB FITNESS HOLDINGS, INC. - Page 10 9045512 V1 (72208.00006.000) Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Connie Nims on behalf of Jaime DeWees Bar No. 24097593 cnims@krcl.com Envelope ID: 62107786 Status as of 2/28/2022 9:30 AM CST Associated Case Party: MILTON 635 GRAVOIS ROAD LLC Name BarNumber Email TimestampSubmitted Status Robert LeMay r|emay@krcl.com 2/25/2022 4:55:26 PM SENT Jaime DeWees jdewees@krcl.com 2/25/2022 4:55:26 PM SENT Case Contacts Name BarNumber Email TimestampSubmitted Status Teresa Rowe trowe@krcl.com 2/25/2022 4:55:26 PM SENT Connie Nims cnims@krcl.com 2/25/2022 4:55:26 PM SENT Associated Case Party: TRT HOLDINGS, INC. Name BarNumber Email TimestampSubmitted Status Elliot Strader elliot.strader@akerman.com 2/25/2022 4:55:26 PM SENT Xakema Henderson xakema.henderson@akerman.com 2/25/2022 4:55:26 PM SENT