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Case 16-42529 Doc 123 Filed 04/15/16 Entered 04/15/16 13:21:48 Main Document <br />Pg3of9 <br />and irreparable harm to the Debtors' estates. Nothing in this paragraph shall be construed as <br />requiring the Debtors to make a payment to a particular creditor or claimant. <br />3. Each recipient of an Essential Supplier Payment shall be required, to the <br />extent applicable, to provide the Debtors with: (a) the continuance of the parties' existing <br />business relationship, including, but not limited to, the acceptance and fulfillment (including the <br />production and delivery of goods) of purchase orders and releases under such purchase orders; <br />(b) other business terms on a postpetition basis (consistent with past practices), including the <br />pricing of goods and services and the provision of equivalent levels of service, on terms at least <br />as favorable as those extended prior to the Petition Date, or on such other terms that are <br />acceptable to the Debtors in their discretion; and (c) the release to the Debtors as requested of <br />goods (or goods on which services were performed) or other assets of the Debtors in the <br />Essential Supplier's possession (collectively, the "Customary Trade Terms"). The Customary <br />Trade Terms shall be applicable throughout the pendency of the Debtors' chapter 11 cases. <br />4. If an Essential Supplier accepts an Essential Supplier Payment and fails to <br />provide the Debtors with the requisite Customary Trade Terms, then: (a) any Essential Supplier <br />Payment received by the Essential Supplier shall be deemed an unauthorized postpetition transfer <br />under section 549 of the Bankruptcy Code that the Debtors may either (i) recover from the <br />Essential Supplier in cash or goods or (ii) at the Debtors' option, apply against any outstanding <br />claim (including any outstanding administrative claim) held by such Essential Supplier; and (b) <br />upon recovery of any Essential Supplier Payment, the corresponding prepetition claim of the <br />Essential Supplier will be reinstated in the amount recovered by the Debtors. <br />The Debtors shall implement and provide notice of the conditions set forth <br />in paragraphs 5 and 6 above as follows: <br />(a) The Debtors may require an Essential Supplier to execute an agreement <br />(a "Trade Agreement") prior to its receipt of an Essential Supplier <br />Payment that (i) confirms that the Essential Supplier agrees to be bound by <br />-3- <br />