Presentment Date: May 31, 2017

Objection Date: May 29, 2017 at 5:00 p.m. (AST).

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

-------------------------------------------------------------x

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

NOTICE OF PRESENTMENT OF ORDER 

AUTHORIZING EMPLOYMENT AND PAYMENT 

OF PRIME CLERK LLC AS SOLICITATION, NOTICE, AND 

CLAIMS AGENT, NUNC PRO TUNC TO THE PETITION DATES

PLEASE TAKE NOTICE that upon the Application of the Debtors for Entry of 

an Order Authorizing Employment and Payment of Prime Clerk LLC as Solicitation, 

Notice, and Claims Agent, Nunc Pro Tunc to the Petition Dates [Docket No. 45] (the 

“Application”)2 the Debtors, by and through the Financial Oversight and Management 

Board for Puerto Rico, as the Debtors’ representative pursuant to section 315(b) of the 

Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”),3 will 

present the proposed order, attached as Exhibit A (the “Amended Proposed Order”), to 

 1 The Debtors in these Title III Cases, along with each Debtor’s respective bankruptcy 

case number and the last four (4) digits of each Debtor’s federal tax identification 

number, as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 

17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); and (ii) Puerto Rico 

Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284) 

(Last Four Digits of Federal Tax ID: 8474).

2 Capitalized terms used but not defined in this Order have the meanings used in the 

Application.

3

 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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the Honorable Laura Taylor Swain, United States District Judge, sitting in the United 

States District Court for the District of Puerto Rico, Courtroom 3 of the United States 

District Court for the District of Puerto Rico, U.S. Courthouse, 150 Chardón Avenue, San 

Juan, P.R. 00918-7095 for signature on May 31, 2017.

PLEASE TAKE FURTHER NOTICE that a redline comparing the Amended 

Proposed Order against the previous proposed order is attached hereto as Exhibit B.

PLEASE TAKE FURTHER NOTICE that unless a written objection to the 

Amended Proposed Order (“Objection”) is filed with the Court no later than 5:00 p.m. 

(AST) on May 29, 2017, no hearing will be held and the Amended Proposed Order may 

be signed.

PLEASE TAKE FURTHER NOTICE that copies of the Application, the 

Amended Proposed Order, and all documents filed in these title III cases are available (a) 

free of charge by visiting https://cases.primeclerk.com/puertorico or by calling +1 (844) 

822-9231, and (b) on the Court’s website at http://www.prd.uscourts.gov, subject to the 

procedures and fees set forth therein.

Dated: May 26, 2017

San Juan, Puerto Rico

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtors

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/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtors

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Exhibit A

Proposed Order

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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

-------------------------------------------------------------x

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

ORDER AUTHORIZING EMPLOYMENT AND PAYMENT

OF PRIME CLERK LLC AS SOLICITATION, NOTICE, AND 

CLAIMS AGENT, NUNC PRO TUNC TO THE PETITION DATES

Upon the Application of the Debtors for Entry of an Order Authorizing Employment and 

Payment of Prime Clerk LLC as Solicitation, Notice, and Claims Agent, Nunc Pro Tunc to the 

Petition Dates (the “Application”)2 filed by the Commonwealth of Puerto Rico (the 

“Commonwealth”) and the Puerto Rico Sales Tax Financing Corporation (“COFINA,” and 

together with the Commonwealth, the “Debtors”), by and through the Financial Oversight and 

Management Board for Puerto Rico, as the Debtors’ representative pursuant to PROMESA 

section 315(b); and the Court having found it has subject matter jurisdiction over this matter 

pursuant to section 306(a) of PROMESA; and it appearing that venue in this district is proper 

pursuant to section 307(a) of PROMESA; and the Court having found that the Debtors provided 

 1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number 

listed as a bankruptcy case number due to software limitations and the last four (4) digits of 

each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of 

Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 

3481); and (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case 

No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 8474).

2 Capitalized terms used but not defined in this Order have the meanings used in the Application.

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2

adequate and appropriate notice of the Application under the circumstances and that no other or 

further notice is required; and the Court having reviewed the Application and having heard the 

statements of counsel in support of the Application at a hearing held before the Court (the 

“Hearing”); and upon the Schrag Declaration submitted in support of the Application; and the 

Court having determined that the legal and factual bases set forth in the Application and at the 

Hearing establish just cause for the relief granted herein; and any objections to the relief 

requested herein having been withdrawn or overruled on the merits; and upon the record herein, 

after due deliberation thereon, the Court having found that good and sufficient cause exists for 

the granting of the relief as set forth herein,

THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Application is granted as set forth herein. 

2. The Debtors are authorized and required to pay Prime Clerk as Solicitation, 

Notice, and Claims Agent effective nunc pro tunc to the Petition Dates, all amounts arising under

the Engagement Agreement, and Prime Clerk is authorized and directed to perform the Services. 

The Clerk’s office shall provide Prime Clerk with ECF credentials that allow Prime Clerk to 

receive ECF notifications and file certificates of service.

3. In connection with performing the Services, Prime Clerk is authorized to take 

direction from the Oversight Board and the Debtors and each of their respective representatives, 

employees, agents, and/or legal and financial professionals (collectively, the “Debtor 

Parties”); provided, however, that in the case of a conflict, the direction of the Oversight Board 

and its representatives, employees, agents, and professionals shall control. Prime Clerk may rely 

upon any requests, advice, or information provided by the Debtor Parties to the same extent as if 

such requests, advice, or information were provided by the Debtors or the Oversight Board.

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3

4. Subject to the terms of this Order, the applicable provisions of PROMESA, the 

Bankruptcy Code, and the Bankruptcy Rules, and any other applicable orders of the Court, the

Debtors are authorized to compensate Prime Clerk in accordance with the terms of the 

Engagement Agreement upon the receipt of reasonably detailed invoices setting forth the 

services provided by Prime Clerk and the rates charged for each, and to reimburse Prime Clerk

for all reasonable and necessary expenses it may incur, upon the presentation of appropriate 

documentation without the need for Prime Clerk to file fee applications or otherwise seek Court 

approval for the compensation of its services and reimbursement of its expenses.

5. Prime Clerk shall maintain records of all services showing dates, categories of 

services, fees charged, and expenses incurred, and shall serve monthly invoices on the Debtors, 

the Puerto Rico Fiscal Agency and Financial Advisory Authority, the Oversight Board, counsel 

for Puerto Rico Fiscal Agency and Financial Advisory Authority, counsel for the Oversight 

Board, counsel for any statutory committee monitoring the expenses of the Debtors, and any 

party in interest who specifically requests service of the monthly invoices. 

6. Subject to entry of this Order, the applicable provisions of PROMESA, the

Bankruptcy Code, and the Bankruptcy Rules, and any other applicable orders of this Court, all 

invoices shall be due and payable upon receipt. Where an expense or group of expenses to be 

incurred is expected to exceed $10,000 (e.g., publication notice), Prime Clerk may require 

advance or direct payment from the Debtors before the performance of Services hereunder. 

7. The parties shall meet and confer in an attempt to resolve any dispute that may 

arise relating to the Engagement Agreement or monthly invoices; provided that the parties may 

seek resolution of the matter from the Court if resolution is not achieved. For the avoidance of 

doubt, any arbitration provision contained in the Engagement Agreement is superseded by this 

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4

paragraph.

8. Pursuant to Bankruptcy Code section 503(b)(1), made applicable by PROMESA 

section 301(a), the fees and expenses of Prime Clerk under this Order shall be an administrative 

expense of the Debtors.

9. In case of a good faith dispute with respect to an invoice amount, the Debtors or 

the Oversight Board shall provide a detailed written notice of such dispute to Prime Clerk within 

10 days of receipt of the invoice. Subject to the terms of this Order, the applicable provisions of 

PROMESA, the Bankruptcy Code, and the Bankruptcy Rules, and any other applicable order of 

the Court, the undisputed portion of the invoice will remain due and payable immediately upon 

receipt thereof.

10. The Debtors shall (a) pay any fees and expenses for Services relating to, arising 

out of, or resulting from any error or omission made by the Debtors, the Oversight Board, or the 

Debtor Parties and (b) pay or reimburse any taxes that are applicable to Services performed 

hereunder or that are measured by payments made hereunder and are required to be collected by 

Prime Clerk.

11. If the employment relationship of Prime Clerk is terminated pursuant to the 

Engagement Agreement, the Debtors shall remain liable for all amounts then accrued and/or due 

and owing to Prime Clerk hereunder. 

12. Upon entry of this Order, the Debtors shall pay Prime Clerk an advance of 

$100,000. Prime Clerk may use such advance against unpaid fees and expenses under the 

Engagement Agreement, which advance then shall be replenished immediately by the Debtors to 

the original advance amount; thereafter, Prime Clerk may hold such advance to apply against any 

other unpaid fees and expenses hereunder. Any excess amounts left after the termination of the 

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5

engagement shall be promptly returned to the Debtors. 

13. Prime Clerk reserves the right to make reasonable increases to the Rate Structure 

on an annual basis effective on the first business day of each year. If such annual increases 

represent an increase greater than 10% from the previous year’s levels, Prime Clerk shall provide 

30 days’ notice to the Debtors of such increases. 

14. Prime Clerk reserves all property rights in and to all materials, concepts, 

creations, inventions, works of authorship, improvements, designs, innovations, ideas, 

discoveries, know-how, techniques, programs, systems, specifications, applications, processes, 

routines, manuals, documentation, and any other information or property (collectively, 

“Property”) furnished by Prime Clerk for itself or for use by the Oversight Board or the Debtors 

under the Engagement Agreement. Fees and expenses paid by the Debtors shall not vest in the 

Debtors any rights in such Property. Such Property is only being made available for the

Oversight Board or the Debtors’ use during and in connection with the Services provided by 

Prime Clerk hereunder. 

15. While providing the Services, Prime Clerk shall comply with all applicable laws, 

rules, and regulations, as well as all applicable Oversight Board policies and rules, including 

without limitation the Oversight Board’s Vendor Code of Conduct and Vendor Conflict of 

Interest Disclosure Certification, attached as an exhibit to the Engagement Agreement.

16. Prime Clerk shall serve as the custodian of court records and shall be designated 

as the authorized repository for all proofs of claim filed in these Title III Cases and is authorized 

and directed to maintain official claims registers (with full proofs of claim) for the Debtors on 

the website to be maintained by Prime Clerk for these Title III Cases, and to provide the Clerk 

with certified duplicates thereof upon the request of the Clerk.

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6

17. Prime Clerk is authorized and directed to provide an electronic interface for filing 

proofs of claim and to obtain a post office box or address for the receipt of proofs of claim.

18. Prime Clerk is authorized to take such other action to comply with all duties set 

forth in the Application.

19. The Debtors shall indemnify and hold harmless Prime Clerk and its members, 

directors, officers, employees, representatives, affiliates, consultants, subcontractors, and agents 

(collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, 

judgments, liabilities, and expenses, whether direct or indirect (including, without limitation, 

counsel fees and expenses) (collectively, “Losses”) resulting from, arising out of, or related to 

Prime Clerk’s performance under the Engagement Agreement. Without limiting the generality 

of the foregoing, Losses include any liabilities resulting from claims by any third parties against 

any Indemnified Party, provided however, that any indemnification obligations will only be with 

respect to tasks performed in accordance with the terms of the Engagement Agreement. The 

Debtors’ indemnification obligations shall survive the termination of the Engagement Agreement 

for a period of three (3) years.

20. Prime Clerk shall not be entitled to indemnification, contribution, or 

reimbursement for services other than the services provided under the Engagement Agreement, 

unless such services and the indemnification, contribution, or reimbursement therefor are 

approved by the Court.

21. The Debtors shall have no obligation to indemnify the Indemnified Parties, or 

provide contribution or reimbursement to the Indemnified Parties, for any losses, claims, 

damages, judgments, liabilities, and expenses resulting solely from Prime Clerk’s gross 

negligence or willful misconduct. Furthermore, Prime Clerk and the Debtors shall notify each 

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7

other in writing promptly upon the assertion, threat, or commencement of any claim, action, 

investigation, or proceeding that either party becomes aware of with respect to the services 

rendered under the Engagement Agreement. 

22. Prime Clerk’s liability to the Debtors and the Oversight Board for any Losses, 

unless due to Prime Clerk’s gross negligence or willful misconduct, shall be limited to the total 

amount paid by the Debtors for the portion of the particular work that gave rise to the alleged 

Loss. In no event shall Prime Clerk’s liability to the Debtors or the Oversight Board for any 

Losses arising out of the Engagement Agreement exceed the total amount actually paid to Prime 

Clerk for Services provided under the Engagement Agreement. In no event shall Prime Clerk be 

liable for any indirect, special, or consequential damages (such as loss of anticipated profits or 

other economic loss) in connection with or arising out of the Services under the Engagement 

Agreement.

23. If, before the earlier of (i) the entry of an order confirming a plan of adjustment in 

these Title III Cases (that order having become a final order no longer subject to appeal) or 

(ii) the entry of an order closing these Title III Cases, Prime Clerk believes that it is entitled to 

the payment of any amounts by the Debtors on account of the Debtors’ indemnification, 

contribution, and/or reimbursement obligations under the Engagement Agreement (as modified 

by this Order), including the advancement of defense costs, Prime Clerk must file an application 

therefor in this Court, and the Debtors may not pay any such amounts to Prime Clerk before the 

entry of an order by this Court approving the payment. This paragraph is intended only to 

specify the period of time under which the Court shall have jurisdiction over any request for fees 

and expenses by Prime Clerk for indemnification, contribution, or reimbursement, and not a 

provision limiting the duration of the Debtors’ obligation to indemnify Prime Clerk. All parties 

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8

in interest shall retain the right to object to any demand by Prime Clerk for indemnification, 

contribution, or reimbursement.

24. The Debtors and the Oversight Board are responsible for, and Prime Clerk does 

not verify, the accuracy of the programs, data, and other information provided by such party to 

Prime Clerk and for the output of such information. The party delivering such information 

agrees, represents, and warrants to Prime Clerk that before delivery of any information to Prime 

Clerk: (i) the party delivering such information has full authority to deliver such information to 

Prime Clerk; and (ii) Prime Clerk is authorized to use such information to perform the Services. 

Any data, storage media, programs, or other materials furnished to Prime Clerk by the Debtors or 

the Oversight Board may be retained by Prime Clerk until the Services provided under the 

Engagement Agreement are paid in full. The Debtors shall remain liable for all fees and 

expenses incurred by Prime Clerk under the Engagement Agreement as a result of data, storage 

media, or other materials maintained, stored, or disposed of by Prime Clerk. Any such disposal 

shall be in a manner requested by or acceptable to the Debtors and the Oversight Board; provided

that if the Debtors and the Oversight Board have not utilized Prime Clerk’s Services for a period 

of 90 days or more, Prime Clerk may dispose of any such materials, and be reimbursed by the 

Debtors for the expense of such disposition, after giving the Debtors and the Oversight Board 30 

days’ notice. The Debtors and the Oversight Board agree to initiate and maintain backup files 

that would allow the Debtors and the Oversight Board to regenerate or duplicate all programs, 

data, or information provided by the Debtors and the Oversight Board to Prime Clerk. Disposal 

of any Debtors or Oversight Board data, storage media, or other materials shall comply with any 

applicable court orders and rules or the Clerk’s office instructions.

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9

25. In the event Prime Clerk is unable to provide the services set out in this Order, 

Prime Clerk will immediately notify the Clerk and counsel to the Oversight Board and, upon 

approval of the Court, cause to have all original proofs of claim and computer information turned 

over to another claims agent with the advice and consent of the Clerk and counsel to the 

Oversight Board.

26. Prime Clerk shall not cease providing the Services during these Title III Cases for 

any reason without prior order of the Court authorizing Prime Clerk to do so; provided that

Prime Clerk may seek such an order on expedited notice by filing a request with the Court with 

notice of such request to be served on the Oversight Board, the Debtors, the U.S. Trustee, and 

any statutory committee of creditors appointed, if any, in these cases by facsimile or overnight 

delivery; provided, further, that except as expressly provided herein, the Debtors and Prime 

Clerk may otherwise terminate or suspend other services as provided under the Engagement

Agreement. 

27. The Debtors and Prime Clerk are authorized to take all actions necessary to 

effectuate the relief granted pursuant to this Order in accordance with the Application and 

Engagement Agreement.

28. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order 

shall be immediately effective and enforceable upon its entry.

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10

29. In the event of any inconsistency between this Order, the Engagement Agreement, 

and the Application, this Order shall govern.

30. Notwithstanding any term in the Engagement Agreement to the contrary, this 

Court shall retain jurisdiction to hear and determine all matters arising from or related to the 

implementation, interpretation, or enforcement of this Order.

Dated: , 2017

San Juan, Puerto Rico Honorable Laura Taylor Swain

United States District Judge

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Exhibit B

Redline of Amended Proposed Order

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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

-------------------------------------------------------------x

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

ORDER AUTHORIZING EMPLOYMENT AND PAYMENT

 OF PRIME CLERK LLC AS SOLICITATION, NOTICE, AND

CLAIMS AGENT, NUNC PRO TUNC TO THE PETITION DATES

Upon the Application of the Debtors for Entry of an Order Authorizing Employment and

Payment of Prime Clerk LLC as Solicitation, Notice, and Claims Agent, Nunc Pro Tunc to the

Petition Dates (the “Application”)2 filed by the Commonwealth of Puerto Rico (the

“Commonwealth”) and the Puerto Rico Sales Tax Financing Corporation (“COFINA,” and

together with the Commonwealth, the “Debtors”), by and through the Financial Oversight and

Management Board for Puerto Rico, as the Debtors’ representative pursuant to PROMESA

section 315(b); and the Court having found it has subject matter jurisdiction over this matter

pursuant to section 306(a) of PROMESA; and it appearing that venue in this district is proper

pursuant to section 307(a) of PROMESA; and the Court having found that the Debtors provided

adequate and appropriate notice of the Application under the circumstances and that no other or

1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number 

listed as a bankruptcy case number due to software limitations and the last four (4) digits of 

each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of 

Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 

3481); and (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case 

No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 8474). 2

 Capitalized terms used but not defined in this Order have the meanings used in the Application.

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 2

further notice is required; and the Court having reviewed the Application and having heard the

statements of counsel in support of the Application at a hearing held before the Court (the

“Hearing”); and upon the Schrag Declaration submitted in support of the Application; and the

Court having determined that the legal and factual bases set forth in the Application and at the

Hearing establish just cause for the relief granted herein; and any objections to the relief

requested herein having been withdrawn or overruled on the merits; and upon the record herein,

after due deliberation thereon, the Court having found that good and sufficient cause exists for

the granting of the relief as set forth herein,

THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Application is granted as set forth herein.

2. The Debtors are authorized and required to pay Prime Clerk as Solicitation,

Notice, and Claims Agent effective nunc pro tunc to the Petition Dates, all amounts arising

under the Engagement Agreement, and Prime Clerk is authorized and directed to perform the

Services. The Clerk’s office shall provide Prime Clerk with ECF credentials that allow Prime

Clerk to receive ECF notifications and file certificates of service.

3. In connection with performing the Services, Prime Clerk is authorized to take

direction from the Oversight Board and the Debtors and each of their respective representatives,

employees, agents, and/or legal and financial professionals (collectively, the “Debtor Parties”);

provided, however, that in the case of a conflict, the direction of the Oversight Board and its

representatives, employees, agents, and professionals shall control. Prime Clerk may rely upon

any requests, advice, or information provided by the Debtor Parties to the same extent as if such

requests, advice, or information were provided by the Debtors or the Oversight Board.

4. Subject to the terms of this Order, the applicable provisions of PROMESA, the

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 3

Bankruptcy Code, and the Bankruptcy Rules, and any other applicable orders of the Court, the

Debtors are authorized to compensate Prime Clerk in accordance with the terms of the

Engagement Agreement upon the receipt of reasonably detailed invoices setting forth the

services provided by Prime Clerk and the rates charged for each, and to reimburse Prime Clerk

for all reasonable and necessary expenses it may incur, upon the presentation of appropriate

documentation without the need for Prime Clerk to file fee applications or otherwise seek Court

approval for the compensation of its services and reimbursement of its expenses.

5. Prime Clerk shall maintain records of all services showing dates, categories of

services, fees charged, and expenses incurred, and shall serve monthly invoices on the Debtors,

the Puerto Rico Fiscal Agency and Financial Advisory Authority, the Oversight Board, counsel

for Puerto Rico Fiscal Agency and Financial Advisory Authority, counsel for the Oversight

Board, counsel for any statutory committee monitoring the expenses of the Debtors, and any

party in interest who specifically requests service of the monthly invoices.

6. Subject to entry of this Order, the applicable provisions of PROMESA, the

Bankruptcy Code, and the Bankruptcy Rules, and any other applicable orders of this Court, all

invoices shall be due and payable upon receipt. Where an expense or group of expenses to be

incurred is expected to exceed $10,000 (e.g., publication notice), Prime Clerk may require

advance or direct payment from the Debtors before the performance of Services hereunder.

Notwithstanding any order or directive of any court or governmental authority, if Prime Clerk

does not receive the advance or direct payment as requested, Prime Clerk is not obligated to

perform such Services notwithstanding any deadline or other provision of the Engagement

Agreement. Failure to provide any such Service resulting from the Debtors’ failure to provide an

advance or direct payment on such amounts shall not be a breach of the Engagement Agreement. 

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7. The parties shall meet and confer in an attempt to resolve any dispute that may

arise relating to the Engagement Agreement or monthly invoices; provided that the parties may

seek resolution of the matter from the Court if resolution is not achieved. For the avoidance of

doubt, any arbitration provision contained in the Engagement Agreement is superseded by this

paragraph.

8. Pursuant to Bankruptcy Code section 503(b)(1), made applicable by PROMESA

section 301(a), the fees and expenses of Prime Clerk under this Order shall be an administrative

expense of the Debtors.

9. In case of a good faith dispute with respect to an invoice amount, the Debtors or

the Oversight Board shall provide a detailed written notice of such dispute to Prime Clerk within

10 days of receipt of the invoice. Subject to the terms of this Order, the applicable provisions of

PROMESA, the Bankruptcy Code, and the Bankruptcy Rules, and any other applicable order of

the Court, the undisputed portion of the invoice will remain due and payable immediately upon

receipt thereof.

10. The Debtors shall (a) pay any fees and expenses for Services relating to, arising

out of, or resulting from any error or omission made by the Debtors, the Oversight Board, or the

Debtor Parties and (b) pay or reimburse any taxes that are applicable to Services performed

hereunder or that are measured by payments made hereunder and are required to be collected by

Prime Clerk or paid by Prime Clerk to a taxing authority.

11. If the employment relationship of Prime Clerk is terminated pursuant to the

Engagement Agreement, the Debtors shall remain liable for all amounts then accrued and/or due

and owing to Prime Clerk hereunder.

12. Upon entry of this Order, the Debtors shall pay Prime Clerk an advance of

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 5

$100,000. Prime Clerk may use such advance against unpaid fees and expenses under the

Engagement Agreement, which advance then shall be replenished immediately by the Debtors to

the original advance amount; thereafter, Prime Clerk may hold such advance to apply against any

other unpaid fees and expenses hereunder. Any excess amounts left after the termination of the

engagement shall be promptly returned to the Debtors.

13. Prime Clerk reserves the right to make reasonable increases to the Rate Structure

on an annual basis effective on the first business day of each year. If such annual increases

represent an increase greater than 10% from the previous year’s levels, Prime Clerk shall provide

30 days’ notice to the Debtors of such increases.

14. Prime Clerk reserves all property rights in and to all materials, concepts,

creations, inventions, works of authorship, improvements, designs, innovations, ideas,

discoveries, know-how, techniques, programs, systems, specifications, applications, processes,

routines, manuals, documentation, and any other information or property (collectively,

“Property”) furnished by Prime Clerk for itself or for use by the Oversight Board or the Debtors

under the Engagement Agreement. Fees and expenses paid by the Debtors shall not vest in the

Debtors any rights in such Property. Such Property is only being made available for the

Oversight Board or the Debtors’ use during and in connection with the Services provided by

Prime Clerk hereunder.

15. While providing the Services, Prime Clerk shall comply with all applicable laws,

rules, and regulations, as well as all applicable Oversight Board policies and rules, including

without limitation the Oversight Board’s Vendor Code of Conduct and Vendor Conflict of

Interest Disclosure Certification, attached as an exhibit to the Engagement Agreement.

16. Prime Clerk shall serve as the custodian of court records and shall be designated

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as the authorized repository for all proofs of claim filed in these Title III Cases and is authorized

and directed to maintain official claims registers (with full proofs of claim) for the Debtors on

the website to be maintained by Prime Clerk for these Title III Cases, and to provide the Clerk

with certified duplicates thereof upon the request of the Clerk.

17. Prime Clerk is authorized and directed to provide an electronic interface for filing

proofs of claim and to obtain a post office box or address for the receipt of proofs of claim.

18. Prime Clerk is authorized to take such other action to comply with all duties set

forth in the Application.

19. The Debtors shall indemnify and hold harmless Prime Clerk and its members,

directors, officers, employees, representatives, affiliates, consultants, subcontractors, and agents

(collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages,

judgments, liabilities, and expenses, whether direct or indirect (including, without limitation,

counsel fees and expenses) (collectively, “Losses”) resulting from, arising out of, or related to

Prime Clerk’s performance under the Engagement Agreement. Without limiting the generality

of the foregoing, Losses include any liabilities resulting from claims by any third parties against

any Indemnified Party, provided however, that any indemnification obligations will only be with

respect to tasks performed in accordance with the terms of the Engagement Agreement. The

Debtors’ indemnification obligations shall survive the termination of the Engagement Agreement

for a period of three (3) years.

20. Prime Clerk shall not be entitled to indemnification, contribution, or

reimbursement for services other than the services provided under the Engagement Agreement,

unless such services and the indemnification, contribution, or reimbursement therefor are

approved by the Court.

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21. The Debtors shall have no obligation to indemnify the Indemnified Parties, or

provide contribution or reimbursement to the Indemnified Parties, for any losses, claims,

damages, judgments, liabilities, and expenses resulting solely from Prime Clerk’s gross

negligence or willful misconduct. Furthermore, Prime Clerk and the Debtors shall notify each

other in writing promptly upon the assertion, threat, or commencement of any claim, action,

investigation, or proceeding that either party becomes aware of with respect to the services

rendered under the Engagement Agreement.

22. Prime Clerk’s liability to the Debtors and the Oversight Board for any Losses,

unless due to Prime Clerk’s gross negligence or willful misconduct, shall be limited to the total

amount paid by the Debtors for the portion of the particular work that gave rise to the alleged

Loss. In no event shall Prime Clerk’s liability to the Debtors or the Oversight Board for any

Losses arising out of the Engagement Agreement exceed the total amount actually paid to Prime

Clerk for Services provided under the Engagement Agreement. In no event shall Prime Clerk be

liable for any indirect, special, or consequential damages (such as loss of anticipated profits or

other economic loss) in connection with or arising out of the Services under the Engagement

Agreement.

23. If, before the earlier of (i) the entry of an order confirming a plan of adjustment in

these Title III Cases (that order having become a final order no longer subject to appeal) or (ii)

the entry of an order closing these Title III Cases, Prime Clerk believes that it is entitled to the

payment of any amounts by the Debtors on account of the Debtors’ indemnification,

contribution, and/or reimbursement obligations under the Engagement Agreement (as modified

by this Order), including the advancement of defense costs, Prime Clerk must file an application

therefor in this Court, and the Debtors may not pay any such amounts to Prime Clerk before the

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entry of an order by this Court approving the payment. This paragraph is intended only to

specify the period of time under which the Court shall have jurisdiction over any request for fees

and expenses by Prime Clerk for indemnification, contribution, or reimbursement, and not a

provision limiting the duration of the Debtors’ obligation to indemnify Prime Clerk. All parties

in interest shall retain the right to object to any demand by Prime Clerk for indemnification,

contribution, or reimbursement.

24. The Debtors and the Oversight Board are responsible for, and Prime Clerk does

not verify, the accuracy of the programs, data, and other information provided by such party to

Prime Clerk and for the output of such information. The party delivering such information

agrees, represents, and warrants to Prime Clerk that before delivery of any information to Prime

Clerk: (i) the party delivering such information has full authority to deliver such information to

Prime Clerk; and (ii) Prime Clerk is authorized to use such information to perform the Services.

Any data, storage media, programs, or other materials furnished to Prime Clerk by the Debtors or

the Oversight Board may be retained by Prime Clerk until the Services provided under the

Engagement Agreement are paid in full. The Debtors shall remain liable for all fees and

expenses incurred by Prime Clerk under the Engagement Agreement as a result of data, storage

media, or other materials maintained, stored, or disposed of by Prime Clerk. Any such disposal

shall be in a manner requested by or acceptable to the Debtors and the Oversight Board;

provided that if the Debtors and the Oversight Board have not utilized Prime Clerk’s Services for

a period of 90 days or more, Prime Clerk may dispose of any such materials, and be reimbursed

by the Debtors for the expense of such disposition, after giving the Debtors and the Oversight

Board 30 days’ notice. The Debtors and the Oversight Board agree to initiate and maintain

backup files that would allow the Debtors and the Oversight Board to regenerate or duplicate all

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programs, data, or information provided by the Debtors and the Oversight Board to Prime Clerk.

Disposal of any Debtors or Oversight Board data, storage media, or other materials shall comply

with any applicable court orders and rules or the Clerk’s office instructions.

25. In the event Prime Clerk is unable to provide the services set out in this Order,

Prime Clerk will immediately notify the Clerk and counsel to the Oversight Board and, upon

approval of the Court, cause to have all original proofs of claim and computer information turned

over to another claims agent with the advice and consent of the Clerk and counsel to the

Oversight Board.

26. Prime Clerk shall not cease providing the Services during these Title III Cases for

any reason without prior order of the Court authorizing Prime Clerk to do so; provided that

Prime Clerk may seek such an order on expedited notice by filing a request with the Court with

notice of such request to be served on the Oversight Board, the Debtors, the U.S. Trustee, and

any statutory committee of creditors appointed, if any, in these cases by facsimile or overnight

delivery; provided, further, that except as expressly provided herein, the Debtors and Prime

Clerk may otherwise terminate or suspend other services as provided under the Engagement

Agreement.

27. The Debtors and Prime Clerk are authorized to take all actions necessary to

effectuate the relief granted pursuant to this Order in accordance with the Application and

Engagement Agreement.

28. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order

shall be immediately effective and enforceable upon its entry.

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29. In the event of any inconsistency between this Order, the Engagement Agreement,

and the Application, this Order shall govern.

30. Notwithstanding any term in the Engagement Agreement to the contrary, this

Court shall retain jurisdiction to hear and determine all matters arising from or related to the

implementation, interpretation, or enforcement of this Order.

Dated: , 2017

San Juan, Puerto Rico Honorable Laura T.Taylor Swain

United States District Judge

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