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Full title: Response to 175 Motion to sell property free and clear of liens filed by Interested Party Crown Equipment Corporation. Proof of service. (Reed, Jason) (Entered: 03/10/2021)

Document posted on Mar 9, 2021 in the bankruptcy, 5 pages and 0 tables.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case No. 21-30037 Debtor. RESPONSE OF CROWN EQUIPMENT CORPORATION TO ASSUMPTION AND ASSIGNMENT NOTICE Introduction Crown Equipment Corporation, doing business under its own name as well as the name Crown Credit Company (“Crown”) files this response to the Debtor’s proposed Cure Costs1contained in the Assumption and Assignment Notice (“Assumption and Assignment Notice”), filed on February 26, 2021 [Docket No. 178]. Crown Credit Company is identified on Exhibit 1 appended to the Assumption and Assignment Notice, with a proposed Cure Cost of $68,466.97. As the basis for its response, Crown sets forth the following in support: 1. On February 26, 2021, the Debtor filed the Assumption and Assignment Notice indicating that Debtor would like to assume and assign certain contracts and leases, and providing Cure Costs with respect to each contract and lease. 1 Undefined terms herein have the same definitions set forth in the Assumption and Assignment Notice.

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2. Pursuant to 11 U.S.C. § 365(b)(1)(A), arrearages must be cured before an assumption and assignment, or to at least provide adequate assurance that debt will be promptly cured. As noted above, the cumulative cure to be paid to Crown as listed in the Assumption and Assignment Notice is $68,466.97, which does not accurately reflect the total unpaid amounts owed to Crown by the Debtor under the parties’ existing contracts. Additionally, Exhibit 1 to the Assumption and Assignment Notice lists only an aggregate Cure Cost, which the Debtor has indicated it is in the process of allocating this combined cure amount to applicable leases. 3. On May 21, 2019, Crown and the Debtor executed a Master Lease Agreement (the “Master Lease Agreement”). The Master Lease Agreement sets forth the general rights and duties of each party for the lease of equipment, including lift trucks, lift truck batteries, and lift truck battery chargers. 4. Pursuant to the Master Lease Agreement, Crown and the Debtor entered into approximately 40 lease schedules (the “Lease Schedules”) which outlined the equipment to be leased and the rights and duties of each party in relation to the leased equipment. The Master Lease Agreement and Lease Schedules are collectively referred to hereinafter as the “Lease Agreements”. 5. Crown has no objection to the assumption and assignment of the Lease Agreements, but Crown disputes the amount stated in Exhibit 1 of the Assumption and Assignment Notice as detailed below. Cure Costs 6. To date, the Debtor has failed to make payments due and owing under the Lease Agreements proposed for assumption and assignment in the amount of $84,093.99. 7. Crown asserts that the total debt presently owed by the Debtor is $86,380.94, as

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detailed on invoices and a Statement of Account that have been provided to Debtor’s counsel as well as to the Successful Bidder. Of that amount, all but $2,286.895 is related to unpaid lease obligations for equipment still under lease that has not been returned to Crown, with a total Cure Cost obligation of $84,093.99 (“Total Cure”). The Total Cure is greater than the amount the Debtor has proposed as a Cure Cost in the Assumption and Assignment Notice. 8. For the avoidance of doubt, Crown objects to any assumption or assignment that results in payment of less than the Total Cure, together with any additional debt that accrues after the date this pleading is filed. 9. Counsel for Crown has had discussions with the Successful Bidder as well as with Debtor’s counsel. On this date (March 10, 2021) the Successful Bidder forwarded a proposed Schedule 2.3 of the Sale Agreement that shows the correct Total Cure and appears acceptable. However, Crown has not seen the final sale documentation nor the incorporation of the schedule in final form and is unlikely to see those before the objection deadline, given the press of time. Therefore, this response is being filed in an abundance of caution. 10. Crown does not waive or release any claim, right, or remedy arising out of, or connected with, the Lease Agreements, the Bankruptcy Code, or any other applicable law. Nothing contained in this response should be construed as a waiver or restriction of Crown’s rights or remedies. 11. Crown reserves its right to amend or supplement the Cure Costs for both pre-petition and post-petition debt, as may be applicable. Crown further reserves the right to make any additional response, including whether the Successful Bidder can provide adequate assurance of future performance.

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Conclusion WHEREFORE, on the basis of the foregoing, Crown respectfully requests that the Court order as a pre-condition to assumption and assignment of any of Crown’s contracts and/or leases as regards the Debtor, or anyone else, that the Debtor pay a Total Cure of $84,093.99 to Crown prior to, or upon assignment. Crown further requests all other relief to which it is or may become entitled. Dated: March 10, 2021 Respectfully submitted, /s/ Jason M. Reed Jason M. Reed (MN Bar No. 0395877) MASLON LLP 3300 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402 Telephone: (612) 672-8301 Facsimile: (612) 642-8301 Email: Counsel for Crown Equipment Corporation -and- Robert G. Hanseman (OH Bar No. 0071825) SEBALY SHILLITO + DYER A Legal Professional Association 1900 Stratacache Tower 40 North Main Street Dayton, Ohio 45423 Telephone: (937) 222-2500 Facsimile: (937) 222-6554 Email: Counsel for Crown Equipment Corporation

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Unsworn Affidavit of Service STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) I, Jason M. Reed, declare under penalty of perjury that on March 10, 2021, I caused notice of the filing of the following document: RESPONSE OF CROWN EQUIPMENT CORPORATION TO ASSUMPTION AND ASSIGNMENT NOTICE to be served on interested parties requesting notice through the Court’s CM/ECF system. Executed on: March 10, 2021 Signed: /e/ Jason M. Reed Jason M. Reed MASLON LLP 3300 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402