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Case 16-42529 Doc 28 Filed 04/13/16 Entered 04/13/16 11:32:40 Main Document <br />Pg 14 of 31 <br />(collectively, the "Repudiating_ Vendors"). As part of the implementation of this process, the <br />Debtors seek authority to pay, on a conditional basis, certain claims of Repudiating Vendors that <br />seek to withhold performance on a postpetition basis in an effort to extract the payment of <br />prepetition claims from the Debtors. In light of the severity of the disruptions that could be <br />caused by such refusal, the Debtors seek authority to pay such Repudiating Vendors on a <br />conditional basis to avoid such disruptions. If such a payment is made, the Debtors propose that <br />the following procedures (the "Repudiating Vendor Procedures") be implemented: <br />(a) If a Repudiating Vendor refuses to perform its postpetition obligations <br />pursuant to a contract with one or more of the Debtors because the <br />Debtors have not paid that Repudiating Vendor's prepetition claim, the <br />Debtors are authorized to pay such claim provisionally (and such payment <br />will not count against the Essential Suppliers Cap) (a "Provisional <br />Payment"). <br />(b) If a Repudiating Vendor refuses to perform its postpetition obligations <br />pursuant to a contract with one or more of the Debtors, the Debtors may <br />(whether or not they make the Provisional Payment described above): <br />(i) file a notice (a "Notice of Repudiating Vendor"), substantially in the <br />form attached hereto as Exhibit A, setting forth the Debtors' belief that the <br />vendor is in violation of the Bankruptcy Code through its failure to <br />perform under a prepetition agreement, identifying the name of the vendor, <br />the identity of the agreement in question and, if any Provisional Payments <br />were made, the amounts and dates of such payments; and (ii) seek the <br />entry of an order (an "Order to Show Cause"), substantially in the form <br />attached hereto as Exhibit B, requiring the Repudiating Vendor to appear <br />before the Court and show cause why it should not be found to have <br />willfully violated sections 362 and 365 of the Bankruptcy Code and why it <br />should not be required to return any Provisional Payment made to it by the <br />Debtors plus any accumulated interest. <br />Argument <br />30. The payment of Essential Supplier Claims and 20 -Day Administrative Claims on <br />the terms described above is warranted under sections 105(a), 363 and 503(b)(9) of the <br />Bankruptcy Code and case law in this District and elsewhere. <br />-14- <br />