220118 CONFIRMATION ORDER VERSION JANUARY 18, 2022

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO et al.,

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

ORDER AND JUDGMENT CONFIRMING MODIFIED EIGHTH AMENDED TITLE III

JOINT PLAN OF ADJUSTMENT OF THE COMMONWEALTH OF PUERTO RICO,

THE EMPLOYEES RETIREMENT SYSTEM OF THE GOVERNMENT OF THE

COMMONWEALTH OF PUERTO RICO, AND THE PUERTO RICO PUBLIC BUILDINGS AUTHORITY

1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III 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 (the “Commonwealth”) 

(Bankruptcy Case No. 17-BK-3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) 

Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17-

BK-3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) Puerto Rico Highways 

and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK-3567-LTS) (Last 

Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the 

Government of the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17-

BK-3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (v) Puerto Rico Electric 

Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) (Last Four Digits 

of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) 

(Bankruptcy Case No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) 

(Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations).

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TABLE OF CONTENTS

Page

1. Confirmation of the Plan..................................................................................................... 5

2. Objections........................................................................................................................... 5

3. Findings/Conclusions.......................................................................................................... 5

4. Litigation Resolution .......................................................................................................... 9

5. Plan Settlements Approved............................................................................................... 10

6. Dismissal of Med Center Litigation.................................................................................. 11

7. Dismissal of ERS Litigation ............................................................................................. 12

8. Dismissal of GO/Clawback Litigation.............................................................................. 13

9. Dismissal of PRIFA BANs Litigation .............................................................................. 13

10. Dismissal of the PBA Litigation....................................................................................... 13

11. Implementation of the Plan............................................................................................... 14

12. Enforceability of New Debt Instruments.......................................................................... 15

13. Authorization of New GO Bonds and CVIs and Injunction............................................. 15

14. Purchase and Sale of Certain ERS Assets......................................................................... 16

15. Monthly Deposits of Interest and Principal ...................................................................... 16

16. Comprehensive Cap on All Net Tax-Supported Debt ...................................................... 17

17. Adoption and Maintenance of a Debt Management Policy.............................................. 18

18. Creation of Avoidance Actions Trust ............................................................................... 18

19. Avoidance Actions Trust Assets....................................................................................... 19

20. Funding, Costs, and Expenses of the Avoidance Actions Trust....................................... 19

21. Indemnification of Avoidance Actions Trustee and Board .............................................. 20

22. Creation of Pension Reserve Trust ................................................................................... 20

23. Funding of the Pension Reserve Trust.............................................................................. 21

24. No Action.......................................................................................................................... 22

25. Government Action........................................................................................................... 22

26. Oversight Board Consent Pursuant to PROMESA Section 305....................................... 23

27. Binding Effect................................................................................................................... 23

28. Cancellation of Notes, Instruments, Certificates, and Other Documents......................... 24

29. Rejection or Assumption of Remaining Executory Contracts and Unexpired 

Leases................................................................................................................................ 26

30. Insurance Policies............................................................................................................. 27

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31. Rejection Damages Claims............................................................................................... 28

32. Payment of Cure Amounts................................................................................................ 28

33. Setoff................................................................................................................................. 28

34. Delivery of Distributions .................................................................................................. 29

35. Disbursing Agent .............................................................................................................. 37

36. Payment of Trustee Fees and Expenses............................................................................ 37

37. Securities Laws Exemption............................................................................................... 38

38. Acceleration of Insured Bonds.......................................................................................... 39

39. Disputed Claims Reconciliation ....................................................................................... 40

40. Disputed Claims Holdback ............................................................................................... 42

41. National Action Claims..................................................................................................... 43

42. No Amendments to Proofs of Claim................................................................................. 44

43. Conditions to Effective Date............................................................................................. 45

44. Administrative Claim Bar Date ........................................................................................ 45

45. Professional Compensation and Reimbursement Claims................................................. 46

46. GO/PBA Consummation Costs ........................................................................................ 47

47. AFSCME Professional Fees ............................................................................................. 47

48. GO/PBA PSA Restriction Fee .......................................................................................... 48

49. ERS Restriction Fee.......................................................................................................... 50

50. CCDA Consummation Costs............................................................................................ 50

51. CCDA Restriction Fee ...................................................................................................... 51

52. HTA Bond Claims............................................................................................................ 53

53. System 2000 Obligations.................................................................................................. 53

54. HTA/CCDA Clawback Structuring Fees.......................................................................... 53

55. Active JRS Participants and Active TRS Participants...................................................... 54

56. Discharge and Release of Claims and Causes of Action .................................................. 56

57. Releases by the Debtors and Reorganized Debtors .......................................................... 62

58. Release and Exculpation Provisions................................................................................. 63

59. Injunction on Claims...................................................................................................... 63

60. Injunction Related to Releases....................................................................................... 64

61. Exculpation ....................................................................................................................... 65

62. Maintenance of Pension System....................................................................................... 71

63. Appointments Related Litigation...................................................................................... 72

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64. Bar Order ........................................................................................................................ 72

65. Supplemental Injunction................................................................................................ 73

66. Term of Existing Injunctions or Stays.............................................................................. 75

67. Prosecution of Claims....................................................................................................... 75

68. Indemnification and Reimbursement Obligations............................................................ 75

69. Compliance with Tax Requirements................................................................................. 76

70. Documents and Instruments.............................................................................................. 77

71. Fiscal Plan......................................................................................................................... 77

72. Claims............................................................................................................................... 77

73. GUC Reserve .................................................................................................................... 78

74. PROMESA 407 Claims.................................................................................................... 78

75. Dairy Producer Claims...................................................................................................... 78

76. Eminent Domain/Inverse Condemnation Claims. ............................................................ 79

77. Oversight Board Termination and Post-Confirmation Powers......................................... 80

78. Post-Confirmation Fiscal Plans and Budgets Remain Subject to Oversight Board’s 

Sole Discretion.................................................................................................................. 80

79. Government Post-Confirmation Powers and Duties......................................................... 81

80. Legislation Authorizing Plan Debt Shall Not Be Repealed, Changed, Or Negated......... 81

81. Non-Impairment of CVIs, SUT ........................................................................................ 81

82. Reversal/Stay/Modification/Vacatur of Order.................................................................. 82

83. Retention of Jurisdiction................................................................................................... 82

84. Conflicts Among Documents............................................................................................ 83

85. PBA Leases....................................................................................................................... 83

86. Modifications.................................................................................................................... 84

87. Asserted Surety Claims..................................................................................................... 85

88. Identification of Additional Retail Investors / Retail Support Fee ................................... 85

89. Provisions of Plan and Order Nonseverable and Mutually Dependent ............................ 87

90. Governing Law ................................................................................................................. 87

91. PFC Reservation ............................................................................................................... 87

92. Applicable Nonbankruptcy Law....................................................................................... 87

93. Waiver of Filings.............................................................................................................. 88

94. Notice of Order ................................................................................................................. 88

95. No Waiver......................................................................................................................... 89

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The Commonwealth of Puerto Rico (the “Commonwealth”), the Employees 

Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS”), and the 

Puerto Rico Public Buildings Authority (“PBA” and, collectively with the Commonwealth and 

ERS, the “Debtors”), by and through the Financial Oversight and Management Board for Puerto 

Rico (the “Oversight Board”), as Title III representative of the Debtors under section 315(b) of 

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

1 having 

proposed and filed with the United States District Court for the District of Puerto Rico (the 

“Court”) the Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth 

of Puerto Rico, et al., dated January 14, 2022 (Docket Entry No. 19784 in Case No. 17-3283)2

(as amended, supplemented, or modified prior, at, or subsequent to the Confirmation Hearing as 

set forth in this Confirmation Order through the date hereof, including the Plan Supplement, and 

as may be amended, supplemented, or modified pursuant to section 313 of PROMESA, the 

“Plan”3 through the date hereof);4 and the Court having entered, pursuant to, inter alia, section 

1 PROMESA is codified at 48 U.S.C. § 2101 et seq. References to “PROMESA” section 

numbers in the remainder of this Confirmation Order are to the uncodified version of the 

legislation.

2 All docket entry references are to entries in Case No. 17-3283 unless otherwise indicated.

3 The use of the term “Plan” herein, unless otherwise indicated by context, refers to the 

confirmable final version filed at Docket Entry No. 19784, as described herein. The 

penultimate version of the plan, which required final modifications to be confirmable, 

was filed as the Modified Eighth Amended Title III Joint Plan of Adjustment of the 

Commonwealth of Puerto Rico, et al., dated December 20, 2021 (Docket Entry No. 

19568 in Case No. 17-3283) (the “Fifth Modified Eighth Amended Plan”).

4 Capitalized terms used but not defined herein shall have the meanings ascribed to them in 

the Plan, the Disclosure Statement Order, the Confirmation Brief (each as defined 

herein), or the Findings of Fact and Conclusions of Law Regarding Confirmation of 

Modified Eighth Amended Title III Plan of Adjustment of the Commonwealth of Puerto 

Rico, et al. (the “Findings of Fact and Conclusions of Law”), entered contemporaneously 

herewith, as applicable. A composite copy of the Plan is annexed hereto as Exhibit A.

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1125 of the Bankruptcy Code and Bankruptcy Rule 3017(b), after due notice and a hearing, an 

order, dated August 2, 2021 (Docket Entry No. 17639) (the “Disclosure Statement Order”), (i) 

approving the adequacy of the information set forth in the Disclosure Statement, (ii) establishing 

procedures for the solicitation, voting, and tabulation of votes on and elections with respect to 

the Plan, (iii) approving the forms of ballots, master ballots, and election notices used in 

connection therewith, and (iv) approving the form of notice of the Confirmation Hearing; and the 

Court having entered the Order Establishing Procedures and Deadlines Concerning Objections 

to Confirmation and Discovery in Connection Therewith (Docket Entry No. 17640); and the 

following documents having been filed by the Debtors or the PSA Creditors in support of or in 

connection with confirmation of the Plan:

(a) Plan Supplement (Docket Entry No. 18470);

(b) Certificate of Service of Solicitation Materials (Docket Entry Nos. 19107-1 

through 19107-9);

(c) Affidavit of Publication and Radio Advertisements (Docket Entry Nos. 19108-1 

through 19108-4);

(d) Omnibus Reply of the Commonwealth of Puerto Rico, the Employees Retirement 

System of the Government of the Commonwealth of Puerto Rico, and the Puerto 

Rico Public Buildings Authority to Objections to Seventh Amended Title III Plan 

of Adjustment (Docket Entry No. 18874); 

(e) Memorandum of Law in Support of Confirmation of Seventh Amended Title III 

Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al. (Docket 

Entry No. 18869) (the “Confirmation Brief”);

(f) Declaration of Natalie Jaresko in Respect of Confirmation of Seventh Amended

Title III Joint Plan of Adjustment for the Commonwealth of Puerto Rico, et al.

(Docket Entry Nos. 18729 and 19054-4); 

(g) Declaration of David M. Brownstein in Respect of Confirmation of Seventh

Amended Title III Plan of Adjustment of Commonwealth of Puerto Rico et al.

(Docket Entry Nos. 18726 and 19054-1);

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(h) Declaration of David Skeel in Respect of Confirmation of Plan of Adjustment for 

the Commonwealth of Puerto Rico, et al. (Docket Entry Nos. 18731 and 19054-

9);

(i) Declaration of Steven Zelin of PJT Partners LP on Behalf of the Financial 

Oversight and Management Board for Puerto Rico in Respect of Confirmation of 

Seventh Amended Title III Joint Plan of Adjustment of the Commonwealth of 

Puerto Rico, et al. (Docket Entry Nos. 18734 and 19054-10);

(j) Declaration of Ojas N. Shah in Respect of Confirmation of Seventh Amended Title 

III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al. (Docket 

Entry Nos. 18730 and 19054-8);

(k) Declaration of Gaurav Malhotra of Ernst & Young LLP in Respect of 

Confirmation of Seventh Amended Title III Joint Plan of Adjustment for the 

Commonwealth of Puerto Rico, et al. (Docket Entry Nos. 18738 and 19054-6);

(l) Declaration of Juan Santambrogio in Respect of Confirmation of Seventh 

Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, 

et al. (Docket Entry Nos. 18736 and 19054-7);

(m) Declaration of Adam Chepenik in Respect of the Confirmation of Seventh 

Amended Title III Joint Plan of Adjustment for the Commonwealth of Puerto Rico, 

et al. (Docket Entry Nos. 18735 and 19054-2);

(n) Declaration of Sheva R. Levy in Respect of Confirmation of Seventh Amended 

Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al.

(Docket Entry Nos. 18737 and 19054-5);

(o) Declaration of Jay Herriman in Respect of Confirmation of Seventh Amended 

Title III Plan of Adjustment of the Commonwealth of Puerto Rico, et al. (Docket 

Entry Nos. 18732 and 19054-3);

(p) Declaration of Christina Pullo of Prime Clerk LLC Regarding the Solicitation of 

Votes and Tabulation of Ballots Cast on Seventh Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. (Docket Entry No. 19056. 

See also Docket Entry No. 19144);

(q) Declaration of Andrew Wolfe in Respect of Confirmation of Seventh Amended 

Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al.

(Docket Entry No. 18725);

(r) Declaration of Marti P. Murray in Respect of Confirmation of Seventh Amended 

Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al.

(Docket Entry No. 18724);

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(s) Supplemental Declaration of Gaurav Malhotra of Ernst &Young LLP in Respect 

of Confirmation of Eighth Amended Title III Joint Plan of Adjustment for the 

Commonwealth of Puerto Rico, et al. (Docket Entry No. 19057);

(t) Supplemental Declaration of Natalie Jaresko in Respect of Confirmation of 

Eighth Amended Title III Joint Plan of Adjustment for the Commonwealth of 

Puerto Rico, et al. (Docket Entry No. 19058);

(u) Supplemental Declaration of Sheva R. Levy in Respect of Confirmation of Eighth 

Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, 

et al. (Docket Entry No. 19059); 

(v) Supplemental Declaration of Juan Santambrogio in Respect of Confirmation of 

Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of 

Puerto Rico, et al. (Docket Entry No. 19060); 

(w) Supplemental Declaration of Christina Pullo of Prime Clerk LLC Regarding the 

Solicitation of Votes and Tabulation of Ballots Cast on Seventh Amended Title III 

Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al. (Docket 

Entry No. 19115); and

(x) Supplemental Declaration of Jay Herriman in Respect of Confirmation of 

Modified Eighth Amended Title III Joint Plan of Adjustment of the 

Commonwealth of Puerto Rico, et al. (Docket Entry No. 19329);

and objections to confirmation of the Plan having been interposed by certain parties, as reflected

on the docket of the Title III Cases and on the record of the Confirmation Hearing; and, except to 

the extent otherwise provided herein, each of the objections having been resolved, overruled, 

sustained, or withdrawn at, prior to, or subsequent to the Confirmation Hearing;5 and the Court

having held the Confirmation Hearing commencing on November 8, 2021; and the appearances 

of all interested parties, including members of the public selected by the Court, having been 

noted in the record of the Confirmation Hearing; and after full consideration of the record of the 

Commonwealth Title III Case, the ERS Title III Case, and the PBA Title III Case, including, 

without limitation, motions, applications and orders in each of such cases, the foregoing 

5 All opposition submissions are also listed as part of the Court’s Findings of Fact and 

Conclusions of Law.

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documents, and the evidence admitted and arguments of counsel presented at the Confirmation 

Hearing; and after due deliberation and good and sufficient cause appearing therefor, it is hereby 

ORDERED, ADJUDGED, DECREED, AND DETERMINED THAT:

1. Confirmation of the Plan. The Plan and each of its provisions shall be, and 

hereby are, CONFIRMED pursuant to section 314(b) of PROMESA. The documents contained 

in the Plan Supplement are authorized and approved. The terms of the Plan, as amended, 

supplemented, or modified by the revisions made prior, at, or subsequent to the Confirmation 

Hearing, as set forth in this Confirmation Order as well as in the revised composite copy attached 

hereto as Exhibit A, include the Plan Supplement, as amended, supplemented, or modified on or 

prior to the date hereof, and are incorporated by reference into and are an integral part of this 

Confirmation Order.

2. Objections. With the narrow exception of the objections of holders of alleged 

Eminent Domain/Inverse Condemnation Claims, which are hereby SUSTAINED to the extent 

that such Claims are ultimately Allowed Claims, all objections, responses to, and statements and 

comments, if any, in opposition to or inconsistent with the Plan shall be and hereby are, 

OVERRULED and DENIED in their entirety. All withdrawn objections are deemed withdrawn 

with prejudice.

3. Findings/Conclusions. The findings of fact and conclusions of law set forth in the 

Court’s Findings of Fact and Conclusions of Law are incorporated herein as though set forth in 

full. Notwithstanding such incorporation, the following summarizes certain of the Court’s 

determinations:

(A) Pursuant to PROMESA, on May 3, 2017, May 21, 2017, and September 27, 

2019, the Commonwealth, ERS, and PBA, respectively, each commenced a 

case before the Court in accordance with the requirements of Title III of 

PROMESA. The commencement of these cases vested the Court with 

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exclusive jurisdiction over the cases and all respective property of the 

Commonwealth, ERS, and PBA, wherever located. As a result of the 

consensual agreement among the Debtors and their respective creditor 

representatives, the Debtors formulated, duly solicited, and now seek 

confirmation of a plan of adjustment in accordance with federal law. 

(B) This Confirmation Order is a final order intended to be binding on all parties 

in interest, and shall not be subject to collateral attack or other challenge in 

any other court or other forum, except as permitted under applicable law. 

Confirmation of the Plan constitutes a judicial determination, pursuant to 

section 4 of PROMESA, that all laws, rules, and regulations giving rise to 

obligations of the Debtors discharged by the Plan and this Confirmation Order 

pursuant to PROMESA are preempted by PROMESA and such discharge 

shall prevail over any general or specific provisions of territory laws, rules, 

and regulations. Pursuant to section 4 of PROMESA, to the extent not 

previously ruled preempted pursuant to an order of the Title III Court, all laws 

(or such portions thereof) of the Commonwealth of Puerto Rico, other than 

budgets certified by the Oversight Board, inconsistent with PROMESA, have 

been preempted to the extent set forth in Exhibit A to the Findings of Fact and 

Conclusions of Law. Such preempted laws include, without limitation, laws 

enacted prior to June 30, 2016, that provide for transfers or other 

appropriations after the enactment of PROMESA, including transfers from the 

Commonwealth or one of its instrumentalities to any agency or 

instrumentality, whether to enable such agency or instrumentality to pay or 

satisfy indebtedness or for any other purpose, to the extent inconsistent with 

the Plan’s discharge of the Debtors’ obligations. Such laws shall not be 

enforceable to the extent they are inconsistent with the Plan’s discharge of the 

Debtors’ obligations. All laws enacted from and after the commencement of 

the Title III Cases to the extent they are inconsistent with the transactions 

contemplated by the Plan are also unenforceable. Without in any way limiting 

the foregoing, (a) the Commonwealth laws preempted by PROMESA include, 

without limitation, those listed on Exhibit C hereto for the reasons, and to the 

extent, set forth in Exhibit A to the Findings of Fact and Conclusions of Law,

and (b) all litigation in which any Government Party is a defendant, over 

whether any Commonwealth law listed on Exhibit C hereto is preempted by 

PROMESA shall be dismissed, with prejudice, as of the Effective Date and 

the parties thereto shall provide the Oversight Board prompt notice of such 

dismissal. For the avoidance of doubt, the non-inclusion of a payment 

obligation arising from a valid law in a certified fiscal plan or budget is not a 

basis for disallowance of such obligation to the extent the claim arising 

therefrom otherwise satisfies the requirements for allowance of a claim under 

the relevant provisions of the Bankruptcy Code.

(C) The Court shall retain jurisdiction to enforce the terms hereof and of the Plan, 

the New GO Bonds, the GO CVIs, and the Clawback CVIs in accordance with 

their terms to ensure compliance with the Plan and to adjudicate claims arising 

therefrom, including rights to specific performance. 

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(D) At the time of issuance and delivery of the New GO Bonds, the GO CVIs, and 

the Clawback CVIs, the Reorganized Commonwealth is hereby directed to

cause to be stamped or written on each of the New GO Bonds, the GO CVIs, 

the Clawback CVIs, and the Rum Tax CVI a legend substantially as follows:

DETERMINED BY THE UNITED STATES DISTRICT 

COURT FOR THE DISTRICT OF PUERTO RICO 

PURSUANT TO 11 U.S.C. §§ 944(b) AND 1123 TO BE 

VALID, LEGALLY BINDING, AND ENFORCEABLE 

PURSUANT TO THE JUDGMENT AND 

CONFIRMATION ORDER, ENTERED ON THE 18TH

DAY OF JANUARY, 2022.

(E) The New GO Bonds Legislation and the CVI Legislation are incorporated into 

Act No. 53-2021, which has been validly enacted by the Commonwealth and 

is valid and effective in accordance with its terms.

(F) Pursuant to PROMESA, including section 4 thereof, as well as sections 9446

and 1123 of the Bankruptcy Code, and in accordance with the Confirmation 

Order and the Plan, the Court determines that the New GO Bonds and the 

CVIs, and the covenants by the Commonwealth, for the benefit of the holders 

of the New GO Bonds, and the CVIs as provided in the New GO Bonds 

Legislation, the New GO Bonds Indenture, the CVI Legislation, the CVI 

Indenture or the Confirmation Order, as applicable, constitute valid, binding, 

legal and enforceable obligations of the Commonwealth, under Puerto Rico, 

New York, and federal law.

6 Section 944(b)(3) requires the Court, as a condition to providing a discharge, to 

determine the validity of obligations imposed under a plan of the debtor and of any 

provision made to pay or secure payment of such obligations. 11 U.S.C. § 944(b)(3). 

See generally In re City of Stockton, Cal., 526 B.R. 35, 49-50 (Bankr. E.D. Cal. 2015) 

(“The structure of the federal-state relationship . . . regarding restructuring of municipal 

debt is dictated by the U.S. Constitution. . . . [T]he Supremacy Clause operates to cause 

federal bankruptcy law to trump state laws, including state constitutional provisions, that 

are inconsistent with the exercise by Congress of its exclusive power to enact uniform 

bankruptcy laws.”) (citing Ass’n of Retired Emps. of the City of Stockton v. City of 

Stockton, Cal. (In re City of Stockton, Cal.), 478 B.R. 8, 14-16 (Bankr. E.D. Cal. 2012); 

U.S. Const. art. VI, cl. 2; Int’l Bhd. of Elec. Workers, Local 2376 v. City of Vallejo, Cal. 

(In re City of Vallejo, Cal.), 432 B.R. 262, 268-70 (E.D. Cal. 2010)) (additional citations 

omitted). As set forth in the leading bankruptcy treatise, “[t]he requirement of a court 

determination of validity is extra assurance for those who might be skittish about the 

nature of the bonds being issued . . . . It has the added feature of removing any doubt 

concerning the matter, because the determination of the court on that issue should be 

binding in the future.” 6 Alan N. Resnick & Henry J. Sommer, Collier on Bankruptcy 

§ 944.03[1][b] (16th ed. 2013). 

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(G) The New GO Bonds and the CVIs are bonds or notes within the meaning of 

Section 2 of Article VI of the Commonwealth Constitution to which the 

Commonwealth may legally pledge its full faith, credit and taxing power 

under the Commonwealth Constitution and applicable Puerto Rico law for the 

payment of principal and interest.

(H) Pursuant to the New GO Bonds Legislation and the CVI Legislation, the 

Commonwealth has validly pledged its full faith, credit and taxing power 

under the Commonwealth Constitution and applicable Puerto Rico law for the 

payment of principal and interest with respect to the New GO Bonds and 

payment with respect to the CVIs.

(I) Subject to the occurrence of the Effective Date and as of the date of issuance 

of the New GO Bonds and CVIs, the Commonwealth is in compliance with 

any applicable debt limits, including the Comprehensive Cap and any 

applicable debt limit (if any) contained in the Commonwealth Constitution. 

(J) Pursuant to the New GO Bonds Legislation and other applicable law, upon the 

issuance of the New GO Bonds, the New GO Bonds shall be secured by a first 

priority statutory lien (statutory lien being defined in 11 U.S.C. § 101(53)) 

over the funds deposited in the Debt Service Fund, including any revenues 

generated therefrom, which statutory first lien shall occur automatically and 

shall automatically attach and be perfected, valid, and binding from and after 

the Effective Date, without any further act or agreement by any Person, and 

shall remain in full force and effect until the New GO Bonds have been paid 

or satisfied in full in accordance with their terms.

(K) The statutory first lien on funds deposited into the Debt Service Fund, as 

provided for in the New GO Bonds Legislation, and all other provisions to pay 

the New GO Bonds are valid, binding, legal, and enforceable, including, 

without limitation, covenants not to impair such property, maintain available 

tax exemption and provide for the conditions regarding substitution of 

collateral (including, without limitation, the statutory lien thereon as adequate 

protection for the property rights in the Plan and in the Confirmation Order).

(L) The statutory first lien on funds deposited into the Debt Service Fund, as 

provided for in the New GO Bonds Legislation, creates the valid pledge and 

the valid lien upon the right, title and interest of the Commonwealth in such 

funds in favor of the Trustee (for the benefit of the holders of the New GO 

Bonds) which it purports to create, subject only to the provisions of the New 

GO Bonds Indenture permitting the withdrawal, payment, setting apart or 

appropriation thereof for the purposes and on the terms and conditions set 

forth in the New GO Bonds Indenture and each applicable supplemental 

indenture.

(M) The Commonwealth has waived, and shall be deemed to have waived, the 

automatic stay in any future insolvency proceeding commenced on behalf of 

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the Commonwealth (whether under Title III of PROMESA or otherwise) with 

respect to monies on deposit in the Debt Service Fund as of the 

commencement thereof.

(N) In light of the enactment of the New GO Bonds Legislation and the CVI 

Legislation, upon execution by all parties thereto, the New GO Bonds 

Indenture and the CVI Indenture shall (i) have been duly and lawfully 

authorized by the Commonwealth, and (ii) be in full force and effect and valid 

and binding upon the Commonwealth and enforceable in accordance with 

their terms, except that enforceability of rights and remedies may be limited 

by bankruptcy, insolvency, reorganization, moratorium, or other laws 

affecting creditors’ rights generally or as to the availability of any particular 

remedy.

(O) For purposes of section 209 of PROMESA, the discharge of debt to occur as 

of the Effective Date pursuant to the Plan and the Confirmation Order is 

necessary for the Oversight Board to certify that expenditures do not exceed 

revenues for the Commonwealth, as determined in accordance with modified 

accrual accounting standards.

(P) The Court’s Opinion and Order Granting Defendants’ Motion to Dismiss the 

Complaint (Docket Entry No. 83 in Adv. Proc. No. 21-00068), including, 

without limitation, that the GDB HTA Loans are subject to subordination to 

the HTA 68 Bonds and the HTA 98 Bonds qualifies as the “GDB Loan 

Priority Determination” for purposes of the Plan.

4. Litigation Resolution. For the reasons stated herein and in the Findings of Fact 

and Conclusions of Law, the provisions of the Plan constitute a good faith, reasonable, fair, and 

equitable compromise and settlement of all Claims and controversies resolved pursuant to the 

Plan, including, without limitation, the compromise and settlement of asserted and unasserted 

disputes concerning the rights of holders of CW Bond Claims, CW Guarantee Bond Claims, ERS 

Bond Claims, PBA Bond Claims, CW/Convention Center Claims, CW/HTA Claims, CW/MBA 

Claims, CW/PRIFA Rum Tax Claims, and PRIFA BANs, and disputes (a) set forth in the Debt 

Related Objections challenging, among other things, the validity, priority, secured status, and 

related rights of the 2011 CW Bond Claims, the 2011 CW Series D/E/PIB Bond Claims, the 

2012 CW Bond Claims, the 2014 CW Bond Claims, the 2014 CW Guarantee Bond Claims, the 

2011 PBA Bond Claims, the 2012 PBA Bond Claims, and the PRIFA BANs, (b) set forth in the 

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Invalidity Actions, (c) set forth in the Lien Challenge Actions, (d) raised by certain holders of 

CW Bond Claims, CW Guarantee Bond Claims, and GDB HTA Loans asserting rights to receive 

revenues historically conditionally appropriated to CCDA, HTA, the MBA, and PRIFA, as 

applicable, and subject to “clawback” by the Commonwealth pursuant to the provisions of the 

Commonwealth Constitution, (e) relating to the validity, priority, secured status, and related 

rights attendant to the GDB HTA Loans, (f) set forth in the ERS Litigation, the ERS Recovery 

Actions, and the ERS Takings Action, (g) between the Commonwealth and PBA, including, 

without limitation, the resolution of (i) the claims and Causes of Action currently being litigated 

in the PBA Litigation, (ii) the amount, if any, of the PBA Administrative Expense Claim, and 

(iii) the ownership of the PBA Property, between the Commonwealth and PBA and the claims 

that PBA may assert against the Commonwealth under leases, agreements, and applicable law, 

(h) set forth in the Lift Stay Motions and the Clawback Actions relating to the CW/Convention 

Center Claims, the CW/HTA Claims, and the CW/PRIFA Rum Tax Claims, and (i) set forth in 

the PRIFA BANs Litigation, each as incorporated into the Plan, and the entry of this 

Confirmation Order constitutes, if required, approval of all such compromises and settlements 

pursuant to Bankruptcy Rule 9019 and sections 105(a) and 1123(b)(5) of the Bankruptcy Code. 

Pursuant to this Confirmation Order, and to the extent provided in the Plan, on the Effective 

Date, such compromises and settlements shall be binding upon the Debtors, all Creditors of the 

Debtors, and all other Entities and, to the fullest extent permitted by applicable law, shall not be 

subject to collateral attack or other challenge (other than appeals) in any other court or forum.

5. Plan Settlements Approved. The Court hereby approves the compromises and 

settlements embodied in the Plan as fair and reasonable and, as of the Effective Date of the Plan, 

authorizes and directs the consummation thereof.

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6. Dismissal of Med Center Litigation. On the Effective Date, the Med Center 

Litigation, except the Med DC Action, shall be deemed dismissed, with prejudice, and each of 

the Commonwealth and the respective Med Centers shall take such action as is necessary to 

notify the applicable court of such dismissal, including, without limitation, within ten (10) 

Business Days of the Effective Date, filing notices with the clerk of such court setting forth the 

resolution of the Med Center Litigation and the dismissal thereof (except the Med DC Action), 

with prejudice; provided, however, that all appeals taken from the Med DC Action shall be 

dismissed, with prejudice, and each of the Commonwealth and the Med Centers party to such 

appeals shall take such action as is necessary to notify such appellate courts of appeal of such 

dismissal, with prejudice; and, provided, further, that the Commonwealth and the Med Centers 

shall file a notice with the clerk of the court in connection with the Med DC Action that (a) all 

actions in connection with the Med DC Action shall be stayed, and (b) in the event that, from and 

after July 1, 2022, the Commonwealth defaults on its obligations arising from or relating to the 

Medicaid Act, 42 U.S.C. § 1396a(bb), such stay shall be lifted and the Med Centers may pursue 

relief and the Commonwealth may present any and all defenses with respect to such alleged 

future defaults, with all existing defaults as of the date hereof having been waived by the Med 

Centers. Without in any way limiting the foregoing, from and after the earlier to occur of (y) 

July 1, 2022 and (z) the Effective Date (the “Med Center Outside Date”), and until otherwise 

ordered or agreed upon, the parties shall continue to adhere to and comply with the terms and 

provisions of that certain Stipulation Modifying the Automatic Stay Between the Commonwealth 

and Atlantic Medical Center, Inc., Camuy Health Services, Inc., Centro de Salud Familiar Dr. 

Julio Palmieri Ferri, Inc., Ciales Primary Health Care Services, Inc., Corp. De Serv. Médicos 

Primarios y Prevención de Hatillo, Inc., Costa Salud, Inc., Centro de Salud de Lares, Inc., 

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Centro de Servicios Primarios de Salud de Patillas, Inc., and Hospital General Castañer, Inc., 

dated July 12, 2019 (the “Med Center Stipulation”) (see Docket Entry Nos. 8499 and 12918-14), 

including, without limitation, the making of quarterly payments to certain Med Centers in 

accordance therewith. Payments made by the Commonwealth, either directly or indirectly 

through contractors or subcontractors, to any Med Center prior to modification of the Med 

Center Stipulation or such other agreement between the applicable Med Centers and the 

Commonwealth shall not be subject to setoff or recoupment on account of any claims or causes 

of action arising during the period up to and including the Effective Date; provided, however, 

that, in the event that the Commonwealth or any Med Center determines that any payments made 

pursuant to the Med Center Stipulation from and after the Med Center Outside Date constitute an 

overpayment or an underpayment, as the case may be, based upon services provided by the Med 

Centers from and after the Med Center Outside Date, the Commonwealth or such Med Center 

shall submit such issue for a determination in connection with the Med DC Action, with all 

parties reserving all rights, defenses, and counterclaims with respect to such overpayments or 

underpayments, as the case may be, notwithstanding the imposition of any stay. 

7. Dismissal of ERS Litigation. On the Effective Date, (a) the ERS Litigation and 

the ERS Recovery Actions shall be dismissed and/or denied, with prejudice, and (b) the 

Oversight Board, by itself or through its committees, the Creditors’ Committee, and the ERS 

Bondholders (on their own account or on behalf of affiliates or related funds or accounts 

managed by affiliates) shall take any and all action reasonably necessary, including, without 

limitation, filing such notices, stipulations or other pleadings (i) in the Title III Court to 

effectuate such dismissal and/or denial of the ERS Litigation and the ERS Recovery Actions, 

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with prejudice, and (ii) in the United States Court of Appeals for the Federal Circuit to effectuate 

the dismissal and/or denial of the ERS Takings Action, with prejudice.

8. Dismissal of GO/Clawback Litigation. On the Effective Date, (a) to the extent

extant, the Debt Related Objections, the Invalidity Actions, the Lien Challenge Actions, the Lift

Stay Motions, the Clawback Actions, and the Section 926 Motion shall be dismissed and/or 

denied, with prejudice, (b) the Oversight Board, by itself or through its committees, the 

Creditors’ Committee, the Monolines and the PSA Creditors (on their own account or on behalf 

of affiliates or related funds or accounts managed by affiliates) shall take any and all action 

reasonably necessary, including, without limitation, filing such notices, stipulations or other 

pleadings in the Title III Court, the United States Court of Appeals for the First Circuit and the 

courts of the Commonwealth of Puerto Rico, as applicable, to effectuate the dismissal of the 

aforementioned litigations and motions, with prejudice.

9. Dismissal of PRIFA BANs Litigation. On the Effective Date, (a) the PRIFA 

BANs Litigation and the PRIFA BANs Takings Litigation shall be dismissed and/or denied, with 

prejudice, and (b) the Oversight Board, by itself or through its committees, and the plaintiffs 

therein (on their own account or on behalf of affiliates or related funds or accounts managed by 

affiliates) shall take any and all action necessary, including, without limitation, filing such 

notices, stipulations or other pleadings (i) in the Title III Court to effectuate such dismissal 

and/or denial of the PRIFA BANs Litigation, with prejudice, and (ii) in the United States Court 

of Federal Claims to effectuate the dismissal and/or denial of the PRIFA BANs Takings 

Litigation, with prejudice. 

10. Dismissal of the PBA Litigation. On the Effective Date, (a) the PBA Litigation 

shall be dismissed, with prejudice, and (b) the Oversight Board, by itself or through its 

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committees, and the plaintiffs therein (on their own account or on behalf of affiliates or related 

funds or accounts managed by affiliates) shall take any and all action necessary, including, 

without limitation, filing such notices, stipulations or other pleadings in the Title III Court to 

effectuate such dismissal and/or denial of the PBA Litigation, with prejudice.

11. Implementation of the Plan. On and after the Effective Date, the Debtors, the 

Reorganized Debtors, and each of their respective authorized agents and representatives are 

authorized and directed to (a) execute, deliver, file, or record such documents, contracts, 

instruments, releases, and other agreements including, without limitation, those contained in the 

Plan Supplement, (b) make any and all distributions and transfers contemplated pursuant to, and 

as provided for in, the Plan and the Plan Supplement, (c) take such other actions as may be 

necessary to effectuate, implement, and further evidence the terms and conditions of the Plan, 

including, among other things, all such actions delineated in article LXXXIX of the Plan,

7 and 

(d) direct or instruct The Depository Trust Company, or such other person or entity necessary to 

implement or effectuate the terms of (i) any custodial trust, escrow arrangement, or similar 

structure established pursuant to section 75.5(b) of the Plan and facilitated by Ambac (an 

“Ambac Trust”), (ii) the FGIC Trust, (iii) the Syncora Trust, (iv) any custodial trust, escrow 

arrangement, or similar structure established pursuant to section 75.1(b)(ii) of the Plan (an 

“Assured Trust”), and (v) the Avoidance Actions Trust (collectively, the “Trusts”), and (vi) the 

related Trust documentation. Without in any way limiting the foregoing, on the Effective Date, 

the appropriate officers or representatives of the Debtors and Reorganized Debtors, as the case 

may be, and members of the boards of directors of the same, as applicable, are authorized,

7 Article LXXXIV has been amended to reflect that Class 54 is among the Unimpaired 

Classes (§ 84.2), rather than among the Impaired Classes (§ 84.1.)

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empowered, and directed to issue, execute, file, and deliver or record such documents, contracts,

instruments, releases, and other agreements, including those contained in the Plan Supplement, 

contemplated by the Plan, and make, or cause to be made, any and all distributions and transfers 

contemplated pursuant to, and as provided for in, the Plan and the Plan Supplement, in the name 

of and on behalf of the Debtors and Reorganized Debtors, as applicable.

12. Enforceability of New Debt Instruments. Pursuant to each of Bankruptcy Code 

section 944(b)(3), the New GO Bonds Legislation, the CVI Legislation, and all debt instruments 

to be issued pursuant to the Plan will constitute, upon distribution thereof, valid legal obligations 

of the Debtor or the Reorganized Debtor, as the case may be, that issues them, and any provision 

made to pay or secure payment of such obligation is valid. 

13. Authorization of New GO Bonds and CVIs and Injunction. The debt 

authorization in Act 53-2021 is conditioned only on the Plan’s cancellation of the Monthly 

Benefit Modification provided for in the proposed Seventh Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. (Docket Entry No. 17627) (the “Seventh 

Amended Plan”), and does not require satisfaction of any other conditions including cancellation 

of (a) the elimination of cost of living adjustments and/or (b) freeze or terminations of accrual of 

defined benefits under the Teachers Retirement System or the Judiciary Retirement System from 

and after the Effective Date. The Plan cancels and eliminates the Monthly Benefit Modification 

previously included in the proposed Seventh Amended Plan, thereby satisfying the condition in 

Act 53-2021 for its debt authorization. The Commonwealth government shall not repeal such 

debt authorization prior to all such indebtedness issued pursuant to the Plan being satisfied in 

accordance with the terms thereof. For avoidance of doubt, the Plan does not modify benefits 

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comprised of the “Monthly Base Pension,” “Christmas Bonus,” “Summer Bonus,” “Medicine 

Bonus,” and “Medical Insurance Benefit,” each as defined in the Seventh Amended Plan. 

14. Purchase and Sale of Certain ERS Assets. On the Effective Date, (a) the 

Commonwealth shall purchase, and ERS shall sell, assign, transfer, and convey to the 

Commonwealth, all of ERS’s right, title and interest in ERS’s Assets, including, without 

limitation, such Assets subject to a valid and perfected lien or security interest (other than liens 

or claims discharged pursuant to the Plan and this Confirmation Order) for an aggregate purchase 

price equal to the sum of Three Hundred Seventy-Three Million Dollars ($373,000,000.00), and 

(b) in accordance with the terms and provisions of section 69.2 of the Plan, (i) the 

Commonwealth shall be granted an option to purchase the ERS Private Equity Portfolio or the 

interests of the ERS Trust, (ii) in the event the Commonwealth declines to exercise such option, 

pursuant to the Bondholder Election, ERS bondholders shall have the option to purchase the ERS 

Private Equity Portfolio or the interests of the ERS Trust, as the case may be, for Seventy 

Million Seven Hundred Fifty Thousand Dollars ($70,750,000.00), plus such amount as may be 

necessary to reimburse the Commonwealth for any funded shortfall amounts in connection with 

the ERS Private Equity Portfolio, and (iii) in the event that the Bondholder Election is not 

exercised, the Commonwealth shall purchase the ERS Private Equity Portfolio for Seventy 

Million Seven Hundred Fifty Thousand Dollars ($70,750,000.00).

15. Monthly Deposits of Interest and Principal. Pursuant to the New GO Bonds 

Legislation and the New GO Bonds Indenture, from and after the Effective Date, until the New 

GO Bonds have been paid or satisfied in full in accordance with their terms, on the first (1st) 

Business Day of each calendar month, the Reorganized Commonwealth shall deposit Cash in the 

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sixth (1/6) of the Reorganized Commonwealth’s semi-annual obligation with respect to the 

payment of interest to accrue on the New GO Bonds through the next interest payment date, and 

(ii) one twelfth (1/12) of the Reorganized Commonwealth’s then annual obligation with respect 

to the payment of principal (or accreted value) on the New GO Bonds. On the Effective Date, 

the Reorganized Commonwealth shall deposit into the Debt Service Fund such additional 

amounts as may be necessary to account for the New GO Bonds being issued as of the Deemed 

Issuance Date.

16. Comprehensive Cap on All Net Tax-Supported Debt. During the Debt Policy 

Period, pursuant to the Debt Responsibility Act and in accordance with the New GO Bonds 

Indenture and the CVI Indenture, the Commonwealth and the Reorganized Commonwealth, as 

applicable, shall adopt and maintain a Debt Management Policy that includes a Comprehensive 

Cap on all Net Tax-Supported Debt of article IV of the Debt Responsibility Act, which cap shall 

be set at seven and ninety-four one hundredths percent (7.94%) of Debt Policy Revenues as and 

when measured in accordance with the Debt Responsibility Act, including a secured and/or 

securitized debt sublimit of twenty-five one hundredths percent (0.25%) of Debt Policy 

Revenues above and beyond the percentage of Debt Policy Revenues required to pay the 

maximum annual debt service on the COFINA Bonds outstanding as of the Effective Date. Debt 

service payments on New GO CABs issued pursuant to the Plan to holders or insurers of GO 

Bonds and PBA Bonds, and payments on CVIs to be issued pursuant to the Plan or other 

contingent value instruments that may be issued pursuant to or in connection with a 

Commonwealth Instrumentality Plan, including a Commonwealth Instrumentality Plan for HTA, 

CCDA, or PRIFA, in satisfaction of claims asserted by (a) holders or insurers of bonds issued by 

such instrumentality or (b) other creditors of such instrumentality, will not apply towards the 

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Comprehensive Cap. For the avoidance of doubt, any capital appreciation general obligation 

bonds or similar tax supported debt obligations issued to anyone other than the holders or 

insurers of GO Bonds and PBA Bonds pursuant to the Plan, and any contingent value 

instruments or similar tax supported debt obligations issued other than pursuant to or in 

connection with the Plan or any Commonwealth Instrumentality Plan, shall count towards the 

Comprehensive Cap, irrespective of whether issued prior to or after the Effective Date. The 

Secretary of Treasury’s certification of compliance with the Debt limit pursuant to section 74.4 

of the Plan shall be conclusive and binding absent manifest error; provided, however, that, in 

issuing such certification, with respect to the calculation of the revenues of public corporations 

included as Debt Policy Revenues, the Secretary of Treasury may rely on certifications from 

officers of such public corporations.

17. Adoption and Maintenance of a Debt Management Policy. During the Debt 

Policy Period, the Reorganized Commonwealth shall maintain and comply with a Debt 

Management Policy designed to ensure that certain past Debt issuance practices of the 

Commonwealth are not repeated. The Debt Management Policy shall, unless otherwise 

approved, in writing, by the Oversight Board (to the extent exercising authority in accordance 

with the provisions of PROMESA), at all times include the principles and limitations provided in 

section 74.5 of the Plan.

18. Creation of Avoidance Actions Trust. Upon the execution of the Avoidance 

Actions Trust Agreement pursuant to section 78.1 of the Plan, the Avoidance Actions Trust shall 

be established and validly created pursuant to the terms of the Avoidance Actions Trust 

Agreement, with no further authorization or legislative action being required, and the Avoidance 

Actions Trustee shall be selected in accordance with the terms and provisions of the Avoidance 

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Actions Trust Agreement. This Court shall retain jurisdiction to enforce the terms and 

provisions of the Avoidance Actions Trust Agreement.

19. Avoidance Actions Trust Assets. The Avoidance Actions Trust shall consist of 

the Avoidance Actions Trust Assets. On the Effective Date, the Debtors shall transfer all of the 

Avoidance Actions Trust Assets to the Avoidance Actions Trust and, in accordance with section 

1123(b)(3)(B) of the Bankruptcy Code, the Avoidance Actions Trust shall have the sole right, 

authority, and standing to prosecute, settle or otherwise dispose of all Avoidance Actions, 

including, without limitation, those set forth on Exhibits A and B to the Plan, as of the Effective 

Date. The Avoidance Actions Trust Assets may be transferred subject to certain liabilities, 

including, without limitation, all counterclaims and defenses to any such Avoidance Actions 

Trust Assets, as provided in the Plan or the Avoidance Actions Trust Agreement. Such transfer 

shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use or other 

similar Tax, pursuant to section 1146(a) of the Bankruptcy Code. Upon delivery of the 

Avoidance Actions Trust Assets to the Avoidance Actions Trust, the Debtors, the Reorganized 

Debtors, and their predecessors, successors and assigns, and each other Entity released pursuant 

to section 88.2 of the Plan shall be discharged and released from all liability with respect to the 

delivery of such distributions.

20. Funding, Costs, and Expenses of the Avoidance Actions Trust. On the Effective 

Date, the Avoidance Actions Trust shall be funded on a one-time basis in an amount up to 

Fifteen Million Dollars ($15,000,000.00), as determined by the Creditors’ Committee at or prior 

to the Confirmation Hearing. The reasonable costs and expenses of the Avoidance Actions 

Trust, including the fees and expenses of the Avoidance Actions Trustee and its retained 

professionals, shall be paid out of the Avoidance Actions Trust Assets. Fees and expenses 

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incurred in connection with the prosecution and settlement of any Claims shall be considered 

costs and expenses of the Avoidance Actions Trust.

21. Indemnification of Avoidance Actions Trustee and Board. The Avoidance 

Actions Trustee, the Trust Advisory Board (as defined in the Avoidance Actions Trust 

Agreement), and their respective firms, companies, affiliates, partners, officers, directors, 

members, employees, professionals, advisors, attorneys, financial advisors, investment bankers, 

disbursing agents and agents, and any of such Person’s successors and assigns (each, an 

“Indemnified Party”), shall not be liable to the Avoidance Actions Trust Beneficiaries (as 

defined in the Avoidance Actions Trust Agreement) for actions taken or omitted in their capacity 

as, or on behalf of, the Avoidance Actions Trustee or the Trust Advisory Board, as applicable, 

except those acts arising from their own fraud, willful misconduct or gross negligence, and each 

shall be entitled to indemnification and reimbursement by the Avoidance Actions Trust for fees 

and expenses in defending any and all actions or inactions in their capacity as, or on behalf of, 

the Avoidance Actions Trustee or the Trust Advisory Board, as applicable, except for any actions 

or inactions involving fraud, willful misconduct or gross negligence. Any indemnification claim 

of an Indemnified Party pursuant to section 7.5 of the Avoidance Actions Trust Agreement shall 

be satisfied solely from the Avoidance Actions Trust Assets and shall be entitled to a priority 

distribution therefrom. The Indemnified Parties shall be entitled to rely, in good faith, on the 

advice of their retained professionals. The foregoing indemnity in respect of any Indemnified 

Party shall survive the termination of such Indemnified Party from the capacity for which they 

are indemnified.

22. Creation of Pension Reserve Trust. Upon the execution of the Pension Reserve 

Deed of Trust pursuant to section 83.1 of the Plan, the Pension Reserve Trust shall be established 

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and validly created pursuant to the terms of the Pension Reserve Deed of Trust, with no further 

authorization or legislative action being required, and shall not be subject to taxation by the 

Commonwealth. This Court’s retention of jurisdiction includes jurisdiction over actions to 

enforce the terms and provisions of the Pension Reserve Deed of Trust.

23. Funding of the Pension Reserve Trust. On the Effective Date, the Commonwealth 

shall contribute, or cause to be contributed, to the Pension Reserve Five Million Dollars 

($5,000,000.00) to fund the initial administrative fees, costs and expenses of the Pension Reserve 

Trust, of which One Million Dollars ($1,000,000.00) shall be deposited into the Pension Reserve 

Board’s general account, Two Million Five Hundred Thousand Dollars ($2,500,000.00) shall be 

deposited into the Pension Benefits Council’s administrative and operating account, and One 

Million Five Hundred Thousand Dollars ($1,500,000.00) shall be deposited into the Pension 

Reserve Board’s administrative and operating account. From and after the FY in which the 

Effective Date occurs up to and including the conclusion of the ninth (9th) FY following the FY 

in which the Effective Date occurs, the Reorganized Commonwealth shall make, or cause to be 

made, annual (but in no event later than October 1st following the conclusion of each FY) 

contributions to the Pension Reserve Trust in an amount equal to (a) the Base Contribution, (b) 

such additional amount calculated as the lower of the actual primary surplus for such FY and the 

projected Fiscal Plan primary surplus for such FY, minus the sum of (i) the Base Contribution 

for such FY, plus (ii) the Commonwealth debt service obligation pursuant to the Fiscal Plan for 

such FY, plus (iii) Two Hundred Million Dollars ($200,000,000.00); provided, however, that, in 

all instances, such additional amount cannot be lower than zero dollars ($0.00), and (c) subject to 

applicable laws, including, without limitation, Titles I and II of PROMESA, such additional 

amounts as the Reorganized Commonwealth may deposit into the Pension Reserve Trust. The 

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Pension Reserve Trust shall be managed by an independent entity whose members shall meet the 

independence, professionalism, experience and qualification standards set forth in the Pension 

Reserve Deed of Trust and shall be subject to all Commonwealth contracting, ethics, and 

conflicts of interest laws and regulations.

24. No Action. Pursuant to section 1142(b) of the Bankruptcy Code, the Debtors are 

directed to, and no further action of the directors or officers of the Debtors shall be required to 

authorize the Debtors to, enter into, execute, deliver, file, adopt, amend, restate, consummate, or 

effectuate, as the case may be, the Plan, and any contract, instrument, or other document to be 

executed, delivered, adopted, or amended in connection with the implementation of the Plan, 

including, without limitation, the Plan Supplement.

25. Government Action. From the Effective Date up to and including the satisfaction 

of the New GO Bonds and the CVIs in accordance with their respective terms, (a) pursuant to 

Bankruptcy Code section 1142(b), the Government of Puerto Rico, including, without limitation, 

any Entity or Person acting for or on behalf thereof, shall take any and all actions necessary to 

consummate the transactions contemplated by the Plan, (b) the Puerto Rico Department of 

Treasury and AAFAF, as applicable, are authorized and directed, notwithstanding any 

requirements of Puerto Rico law, to execute any and all agreements necessary for the 

implementation of the Plan and to make any payments required thereunder, and (c) pursuant to 

section 108(a)(2) of PROMESA, no party, individual, official, or officer (elected or appointed), 

agency, or Entity shall enact, adopt, or implement any law, rule, regulation, or policy that (i) 

impedes, financially or otherwise, consummation and implementation of the transactions 

contemplated by the Plan, including, but not limited to, those contemplated pursuant to the New

GO Bonds Indenture and the CVI Indenture, or (ii) creates any inconsistency in any manner,

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amount, or event between the terms and provisions of the Plan or a Fiscal Plan certified by the 

Oversight Board, each of which actions has been determined by the Oversight Board to impair or 

defeat the purposes of PROMESA. To the maximum extent permitted by law, the Government 

of Puerto Rico, including, without limitation, any Entity or Person acting for or on behalf 

thereof, is directed to take any and all actions necessary to consummate the transactions 

contemplated by the Plan. Without in any way limiting the foregoing, on the earlier to occur of 

(y) the Effective Date and (z) within forty-five (45) days from and after the date hereof, the 

agencies and instrumentalities set forth on Exhibit D hereto are directed to transfer the funds and 

the proceeds of liquid securities held on account and set forth on Exhibit D hereto to the Puerto 

Rico Treasury Single Account; provided, however, that Exhibit D hereto may be amended 

during the period up to and including thirty (30) days from the date hereof upon the agreement of 

the Oversight Board and AAFAF and, to the extent amended, the Oversight Board shall file an 

informative motion with the Title III Court with respect thereto. 

26. Oversight Board Consent Pursuant to PROMESA Section 305. Pursuant to 

section 305 of PROMESA, with the consent of the Oversight Board and consistent with the Plan, 

using all their political and governmental powers, the Governor and Legislature are directed to 

take all acts necessary to carry out and satisfy all obligations and distributions set forth in the 

Plan.

27. Binding Effect. This is a full and complete Final Order intended to be conclusive 

and binding on all parties in interest, is not intended to be subject to collateral attack in any other 

forum, and may only be challenged in accordance with applicable rules in this Court and 

appealed as provided in PROMESA and other applicable federal laws, rules, and jurisprudence, 

by (i) the Debtors, (ii) the Reorganized Debtors, (iii) the Commonwealth and its 

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instrumentalities, (iv) each Entity asserting claims or other rights against the Commonwealth or 

any other Commonwealth instrumentality, including each holder of a bond claim and each holder 

of a beneficial interest (directly or indirectly, as principal, agent, counterpart, subrogee, insurer 

or otherwise) in respect of bonds issued by the Debtors or any Commonwealth agency or with 

respect to any trustee, any collateral agent, any indenture trustee, any fiscal agent, and any bank 

that receives or holds funds related to such bonds, whether or not such claim or other rights of 

such Entity are impaired pursuant to the Plan and, if impaired, whether or not such Entity 

accepted the Plan, (v) any other Entity, and (vi) each of the foregoing’s respective heirs, 

successors, assigns, trustees, executors, administrators, officers, directors, agents, 

representatives, attorneys, beneficiaries or guardians; provided, however, that the compromises 

and settlements set forth in the Plan and this Confirmation Order with respect to the priority of 

the New GO Bonds and the CVIs under PROMESA, the Commonwealth Constitution, or other 

applicable law shall not be binding on any party in interest (including any successor to the 

Oversight Board) in a subsequent Title III (or other insolvency) proceeding. 

28. Cancellation of Notes, Instruments, Certificates, and Other Documents. Pursuant 

to section 77.6 of the Plan, and except (a) as provided in any contract, instrument or other 

agreement or document entered into or delivered in connection with the Plan, (b) for purposes of 

evidencing a right to distribution under the Plan, or (c) as specifically provided otherwise in the 

Plan (including any rejection of Executory Contracts or Unexpired Leases pursuant to section 

76.1 of the Plan), on the Effective Date, the PBA Bonds, ERS Bonds and GO Bonds and all 

instruments and documents related thereto will be deemed automatically cancelled, terminated 

and of no further force or effect against the Debtors without any further act or action under any 

applicable agreement, law, regulation, order or rule, with the Debtors and the applicable trustee, 

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paying agent or fiscal agent, as the case may be, having no continuing obligations or duties and 

responsibilities thereunder and the obligations of the parties to the Debtors, as applicable, under 

the PBA Bonds, ERS Bonds and GO Bonds and all instruments and documents related thereto 

shall be discharged; provided, however, that, notwithstanding anything contained in the Plan or

herein to the contrary, the PBA Bonds, ERS Bonds and GO Bonds and such other instruments 

and documents shall continue in effect solely (i) to allow the Disbursing Agent to make any 

distributions as set forth in the Plan and to perform such other necessary administrative or other 

functions with respect thereto, (ii) to allow holders of Allowed Bond Claims and Allowed 

Insured Bond Claims to receive distributions in accordance with the terms and provisions of the 

Plan, (iii) to allow any trustee, fiscal agent, agent, contract administrator or similar entity under 

all instruments and documents related thereto, to perform necessary functions, including making 

distributions, in accordance with the Plan, and to have the benefit of all the rights and protections 

and other provisions of such instruments and documents, as applicable, and all other related 

agreements, (iv) to set forth the terms and conditions applicable to parties to such documents and 

instruments other than the Debtors, (v) to allow a Monoline to exercise the redemption or call 

rights assigned to such Monoline pursuant to the provisions of article LXXV of the Plan, (vi) to 

allow the applicable trustee or fiscal agent, as the case may be, to appear in any proceeding in 

which such trustee or fiscal agent is or becomes a party with respect to clauses (i) through (iv) 

above, or (vii) as may be necessary to preserve any claims under the respective insurance 

policies and related documents issued by a Monoline and the Oversight Board shall request that 

the Commonwealth and PBA use their reasonable efforts to (1) maintain the existing CUSIP 

numbers for the Monoline-insured GO Bonds and PBA Bonds, respectively, and (2) take such 

other reasonable steps as may be necessary to preserve and effectuate such Claims. 

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Notwithstanding the foregoing, and except as otherwise expressly provided in the Plan, such 

bonds or bond documents that remain outstanding shall not form the basis for the assertion of 

any Claim against the Debtors or Reorganized Debtors, as the case may be.

29. Rejection or Assumption of Remaining Executory Contracts and Unexpired 

Leases. Pursuant to section 365(b)(2) of the Bankruptcy Code, applicable to the Title III Case 

pursuant to section 301 of PROMESA, and subject to the provisions of sections 76.5 and 76.7 of 

the Plan, all Executory Contracts and Unexpired Leases that exist between the Debtors and any 

Entity, and which have not expired by their own terms on or prior to the Confirmation Date, shall 

be deemed rejected by the Debtors as of the Effective Date, except for any Executory Contract 

and Unexpired Lease (a) that has been assumed and assigned or rejected pursuant to an order of 

the Title III Court entered prior to the Effective Date, (b) that is specifically designated as a 

contract or lease to be assumed on the schedules to the Plan Supplement, (c) that has been 

registered with the Office of the Comptroller of Puerto Rico, (d) that has been exempt from 

registration with the Office of the Comptroller of Puerto Rico pursuant to 2 L.P.R.A. § 97 and 

regulations promulgated pursuant thereto, (e) that has been approved by the Oversight Board or 

authorized by the Title III Court, unless specifically designated a contract to be rejected in the 

Plan Supplement, (f) with the United States, or any of its agencies, departments or agents or 

pursuant to any federal program, (g) that is an incentive agreement between the Government of 

the Commonwealth of Puerto Rico and rum producers with respect to rum excise tax “Cover 

Over” revenues, or (h) by or between any Commonwealth of Puerto Rico agencies, departments,

municipalities, public corporations, or instrumentalities (other than leases to which PBA is a 

party); provided, however, that the Debtors reserve the right to amend, on or prior to the 

Effective Date, such schedules to delete any Executory Contract and Unexpired Lease therefrom 

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or add any Executory Contract and Unexpired Lease thereto, in which event such Executory 

Contract(s) and Unexpired Lease(s) shall be deemed to be, as the case may be, either rejected, 

assumed, or assumed and assigned as of the Effective Date. The Debtors shall serve (y) notice of 

any Executory Contract and Unexpired Lease to be assumed or assumed and assigned through 

the operation of section 76.1 of the Plan, by including a schedule of such contracts and leases in 

the Plan Supplement and (z) notice of any Executory Contract and Unexpired Lease to be 

rejected through the operation of section 76.1 of the Plan, by serving a separate notice to the 

relevant counterparties to such agreements. To the extent there are any amendments to such

schedules, the Debtors shall provide notice of any such amendments to the parties to the 

Executory Contract and Unexpired Lease affected thereby. The listing of a document on the 

schedules to the Plan Supplement or in any separate notice shall not constitute an admission by 

the Debtors that such document is an Executory Contract and Unexpired Lease or that the 

Debtors have any liability thereunder. Except as provided in articles LV and LVI of the Plan, 

none of the Debtors’ collective bargaining agreements shall be treated as Executory Contracts 

and none shall be assumed or rejected or otherwise treated pursuant to the Plan, but shall remain 

in effect subject, in all instances, to Puerto Rico law and articles LV and LVI of the Plan 

regarding the payment and ongoing treatment of pension and related claims obligations. 

30. Insurance Policies. Subject to the terms and provisions of section 76.7 of the 

Plan, each of the Debtors’ insurance policies and any agreements, documents, or instruments 

relating thereto, are treated as Executory Contracts under the Plan; provided, however, that, such 

treatment shall not, and shall not be construed to, discharge or relieve any Monoline with respect 

to its respective obligations to holders of Claims under policies of insurance and applicable law 

and governing documents with respect thereto.

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31. Rejection Damages Claims. If the rejection of an Executory Contract and 

Unexpired Lease by the Debtors hereunder results in damages to the other party or parties to 

such contract or lease, any claim for such damages, if not heretofore evidenced by a filed proof 

of Claim, shall be forever barred and shall not be enforceable against the Debtors, or its 

properties or agents, successors, or assigns, including, without limitation, Reorganized Debtors, 

unless a proof of Claim is filed with the Title III Court and served upon attorneys for the 

Oversight Board and Reorganized Debtors, as the case may be, on or before thirty (30) days after 

the later to occur of (i) the Effective Date, and (ii) the date of entry of an order by the Title III 

Court authorizing rejection of a particular Executory Contract and Unexpired Lease.

32. Payment of Cure Amounts. Any monetary amount required as a cure payment 

with respect to each prepetition executory contract and unexpired lease to be assumed pursuant 

to the Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment 

of the cure amount in Cash on the later to occur of (a) the Effective Date and (b) within ten (10) 

Business Days of the occurrence of a Final Order setting forth the cure amount as to each 

executory contract or unexpired ease to be assumed or assumed and assigned, or upon such other 

terms and dates as the parties to such executory contracts or unexpired leases and the Debtor

otherwise agree.

33. Setoffs. Except as otherwise provided in the Plan or in this Confirmation Order, 

the Disbursing Agent may, pursuant to applicable bankruptcy or non-bankruptcy law, set off 

against any Allowed Claim and the distributions to be made pursuant to the Plan on account 

thereof (before any distribution is made on account of such Claim by the Disbursing Agent), the 

claims, rights, and Causes of Action of any nature that the Debtors or Reorganized Debtors may 

hold against the holder of such Allowed Claim; provided, however, that neither the failure to 

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effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release 

by the Debtors or Reorganized Debtors of any such claims, rights, and Causes of Action that the 

Debtors or the Reorganized Debtors possess against such holder; and, provided, further, that 

nothing contained herein is intended to limit the ability of any Creditor to effectuate rights of 

setoff or recoupment preserved or permitted by the provisions of sections 553, 555, 559, or 560 

of the Bankruptcy Code or pursuant to the common law right of recoupment; and, provided, 

further, that nothing in this decretal paragraph or section 77.11 of the Plan shall affect the 

releases and injunctions provided in article XCII of the Plan or this Confirmation Order.

34. Delivery of Distributions. 

(a) Delivery of Distributions Generally. Subject to the provisions of Rule 

9010 of the Bankruptcy Rules, and except as provided in the Plan or herein, distributions and 

deliveries to holders of Allowed Claims shall be made through The Depository Trust Company 

or at the address of each such holder as set forth on the Schedules filed with the Court, unless 

superseded by the address set forth on proofs of Claim filed by such holders, or at the last known 

address of such holder if no proof of Claim is filed or if the Debtors have been notified in writing 

of a change of address; provided, however, that, except as otherwise provided herein,

distributions by the Disbursing Agent for the benefit of holders of Allowed Bond Claims shall be 

made to the trustee or fiscal agent, as applicable, for such obligation in accordance with the 

respective governing documents for such obligations; and, provided, further, that, except as 

otherwise provided herein, the Disbursing Agent may make distributions of PSA Restriction 

Fees, the Retail Support Fee Return, and Consummation Costs in Cash to a party entitled thereto 

in a manner mutually agreed upon between such party and the Disbursing Agent. The trustee or 

fiscal agent for each such obligation (or such trustee’s or fiscal agent’s designee) shall, in turn, 

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deliver the distribution to holders in the manner provided for in the applicable governing 

documents. Each trustee or fiscal agent may conclusively rely upon the distribution instructions 

received from the Debtors or their agents with respect to the delivery of distributions in 

accordance with the terms and provisions of the Plan, including the contra-CUSIP positions and 

escrow positions established by the Debtors or their agents with The Depository Trust Company, 

and each trustee or fiscal agent shall close and terminate the original CUSIPs after making 

distributions in accordance with the terms and provisions of the Plan and shall have no further 

distribution obligations thereunder. No trustee or fiscal agent shall be required to post any bond 

or surety or other security for the performance of its duties, unless otherwise ordered or directed 

by the Title III Court. Subject to any agreements to the contrary, each trustee or fiscal agent 

shall only be required to make the distributions and deliveries described in this decretal 

paragraph and the Plan and in accordance with the terms of this Confirmation Order, the Plan 

and such other governing document, and shall have no liability for actions reasonably taken in 

accordance with the terms of this Confirmation Order, the Plan and such other governing 

document, or in reasonable reliance upon information provided to such trustee or fiscal agent by 

the Debtors or their agents in accordance with the terms of this Confirmation Order, the Plan or 

in connection with distributions to be made hereunder or thereunder, except for liabilities 

resulting from the gross negligence or willful misconduct of such trustee or fiscal agent. The 

New GO Bonds and the CVIs shall be transferable and recognized if made in accordance with 

the terms and conditions of the New GO Bonds Indenture and the CVI Indenture, respectively.

(b) Delivery of Distributions with Respect to Assured Insured Bonds. 

Notwithstanding any other provision of the Plan or of this Confirmation Order, (i) to the extent 

an Assured Insured Bondholder holding the Assured Insured Bond with CUSIP number 

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74514LD46 validly elects (or is deemed to elect) Assured Bondholder Election 2, the 

Disbursing Agent will deposit the Assured New Securities and Cash allocable to such Assured 

Insured Bondholder in the applicable Assured Trust in accordance with the applicable trust 

agreement; (ii) to the extent an Assured Insured Bondholder holding the custody receipt with 

CUSIP number 74514LGL5 evidencing a beneficial ownership interest in the Assured Insured 

Bond with CUSIP number 745145XZ0, the custody receipt with CUSIP number 745235UX7

evidencing a beneficial ownership interest in the Assured Insured Bond with CUSIP number 

745235SA0, the custody receipt with CUSIP number 745235YJ4 or 745235UX7 evidencing a 

beneficial ownership interest in the Assured Insured Bond with CUSIP number 745235SA0, the 

custody receipt with CUSIP number 745235YZ8 evidencing a beneficial ownership interest in 

the Assured Insured Bond with CUSIP number 745235SA0, the custody receipt with CUSIP 

number 745235UY5 evidencing a beneficial ownership interest in the Assured Insured Bond 

with CUSIP number 745235SC6, or the custody receipt with CUSIP number 745235YV7 or 

745235UY5 evidencing a beneficial ownership interest in the Assured Insured Bond with

CUSIP number 745235SC6 validly elects (or is deemed to elect) Assured Bondholder Election 

2, such Assured Insured Bondholder will be deemed to have deposited such custody receipts

into the applicable Assured Trust; the trustee (the “Assured Trustee”) of the Assured Trusts (as 

the holder of the applicable custody receipts) and Assured will be deemed to have collapsed the 

existing custodial arrangement, such that the Assured Trustee will be deemed to hold the 

Assured Insured Bonds underlying the applicable custody receipts and the related Assured 

Insurance Policies as provided in the applicable trust agreement, without any further action on 

the part of the existing custodian, provided, however, that the existing custodian is also hereby 

authorized and ordered to take any further actions that may be necessary to confirm the collapse 

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of the existing custodial arrangement as provided herein; and the Disbursing Agent will transfer 

the Assured New Securities and Cash allocable to such Assured Insured Bondholder to the 

Assured Trustee for deposit in the applicable Assured Trust on account of such custody receipts 

and Assured Insured Bonds in accordance with the applicable trust agreement; (iii) to the extent 

an Assured Insured Bondholder holding the custody receipt with CUSIP number 74514LWE3

evidencing a beneficial ownership interest in the Assured Insured Bond with CUSIP number

745145R53 or holding the custody receipt with CUSIP number 74514LUW5 evidencing a 

beneficial ownership interest in the Assured Insured Bond with CUSIP number 74514LNG8

validly elects (or is deemed to elect) Assured Bondholder Election 2, such Assured Insured 

Bondholder will be deemed to have deposited such custody receipts into the applicable Assured 

Trust; the Assured Trustee (as the holder of the applicable custody receipts) and Assured will be 

deemed to have collapsed the existing custodial arrangement, such that the Assured Trustee will 

be deemed to hold the Assured Insured Bonds underlying the applicable custody receipts and 

the related Assured Insurance Policies as provided in the applicable trust agreement, without 

any further action on the part of the existing custodian, provided, however, that the existing 

custodian is also hereby authorized and ordered to take any further actions that may be 

necessary to confirm the collapse of the existing custodial arrangement as provided herein, and, 

without prejudice to the ability of the Assured Trustee to draw on the applicable Assured 

Insurance Policy, the Assured Trustee shall be deemed to have deposited such Assured Insured 

Bonds (which also qualify as FGIC Insured Bonds), the related FGIC Insurance Policies, and 

the related FGIC Plan Consideration into the applicable FGIC Trust pursuant to section 75.4(a) 

of the Plan; and the trustee for the Assured Trust related to such Assured Insured Bonds shall be 

deemed to have received its Pro Rata Share of the FGIC Plan Consideration, and shall receive 

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the FGIC Certificates allocable to such Assured Insured Bondholder on account of the custody 

receipts referred to in this subsection (iii) above and Assured Insured Bonds (which also qualify 

as FGIC Insured Bonds) referred to in this subsection (iii) above for deposit in the relevant

Assured Trust in accordance with the applicable trust agreement; (iv) pursuant to section 

75.1(a) of the Plan, Assured is hereby deemed to have exercised the Assured Acceleration Price 

Payment Option with respect to all Assured Insured Bonds with respect to which Assured has 

exercised the Assured Election, and the Disbursing Agent shall disburse the Assured New 

Securities and Cash on account of any Assured Insured Bonds with respect to which Assured 

has exercised the Assured Election or with respect to which an Assured Insured Bondholder has 

validly elected Assured Bondholder Election 1 to Assured in a manner mutually agreed upon 

between the Disbursing Agent and Assured; and (v) on or prior to the Effective Date, the 

Disbursing Agent and the Debtors shall disclose to Assured the Acceleration Price to be paid 

with respect to any Assured Insured Bonds with respect to which Assured has exercised the 

Assured Election or with respect to which an Assured Insured Bondholder has validly elected 

Assured Bondholder Election 1, and on the Effective Date (1) with respect to such Assured 

Insured Bonds insured in the primary market, the paying agent for the GO Bonds or the fiscal 

agent for the PBA Bonds, as applicable, shall draw down on the applicable Assured Insurance

Policies to pay the applicable Assured Acceleration Price to the beneficial holders of such 

Assured Insured Bonds insured in the primary market in accordance with sections 75.1(a) and 

75.1(b)(i) of the Plan, as applicable, and (2) with respect to such Assured Insured Bonds insured 

in the secondary market, Assured shall, or shall cause the applicable custodian of custody 

receipts evidencing the beneficial ownership interest of the holders thereof in such Assured 

Insured Bonds and the related Assured Insurance Policies to draw on the applicable Assured 

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Insurance Policies in order to pay the applicable Assured Acceleration Price to the beneficial 

holders of such Assured Insured Bonds insured in the secondary market in accordance with 

sections 75.1(a) and 75.1(b)(i) of the Plan, as applicable; provided, however, that, for the 

avoidance of doubt, Assured shall not in any circumstance be required to pay itself an 

Acceleration Price with respect to any Assured Insured Bonds owned by Assured, by 

subrogation or otherwise. 

(c) Delivery of Distributions with Respect to National Insured Bonds. 

Notwithstanding any other provision of the Plan or of this Confirmation Order, on the Effective 

Date, National shall receive, and the Disbursing Agent shall disburse to National in a manner 

mutually agreed upon by the Disbursing Agent and National, the National Plan Consideration 

that would otherwise be allocable to holders of Allowed National Insured Bond Claims that 

elected to receive the National Non-Commutation Treatment by electing such treatment in 

accordance with the Election Notice for National Bond Holders with Claims in Classes 3 and 25

(Docket Entry No. 17639-30) or the Election Notice for National Bond Holders with Claims in 

Class 18 (Docket Entry No. 17639-31); provided, however, that, for the avoidance of doubt, 

National shall not in any circumstance be required to pay itself the National Acceleration Price 

with respect to any National Insured Bonds owned by National, by subrogation or otherwise. 

(d) Delivery of Distributions to FGIC. Notwithstanding any other provision 

of the Plan or of this Confirmation Order, on the Effective Date, the Disbursing Agent shall 

distribute to FGIC FGIC’s share of the Vintage CW Bond Recovery, the Vintage CW 

Guarantee Bond Recovery, and the Vintage PBA Bond Recovery in accordance with the terms 

and provisions of section 75.4(b) of the Plan in a manner mutually agreed upon between the 

Disbursing Agent and FGIC.

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(e) Delivery of Distributions with Respect to Ambac Insured Bonds. 

Notwithstanding any other provision of the Plan or of this Confirmation Order, (i) to the extent 

a holder of any Ambac Insured Bonds with CUSIP numbers 745235D32,745235D40, or 

745235B75 validly elects to receive the Ambac Non-Commutation Treatment, the Disbursing 

Agent shall, on the Effective Date or as soon as reasonably practicable thereafter, distribute to 

Ambac the Ambac Plan Consideration payable to such holder on account of its Allowed Claims 

in Classes 4 and 26; (ii) to the extent a holder of any Ambac Insured Bonds with CUSIP 

numbers 745235D32, 745235D40, or 745235B75 validly elects to receive the Ambac 

Commutation Treatment or otherwise fails to validly elect to receive the Ambac NonCommutation Treatment (including submitting an election for less than all of its Claims in 

Classes 4 or 26), on the Effective Date or as soon as reasonably practicable thereafter, the 

Disbursing Agent shall distribute the Ambac Commutation Consideration payable on account of 

its Allowed Claims in Class 4 and/or 26 under the Plan to the applicable indenture trustee, 

which shall in turn distribute such consideration to the applicable bondholders, except that 

Ambac may direct the applicable indenture trustee to reduce the distribution to any holder to 

account for any payments that Ambac has made, or for any other consideration that Ambac has 

made available or will make available, to such holder (collectively, the “Prior Payments”), and 

the applicable indenture trustee shall then pay the portion of the Ambac Commutation 

Consideration equal to the applicable Prior Payment to Ambac; (iii) to the extent a holder of 

any Ambac Insured Bonds with CUSIP number 745145AX0 validly elects to receive the 

Ambac Non-Commutation Treatment, on the Effective Date or as soon as reasonably 

practicable thereafter, the Disbursing Agent shall distribute to Ambac the Ambac Plan 

Consideration payable to such holder on account of its Allowed Claims in Class 19; (iv) to the 

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extent a holder of any Ambac Insured Bonds with CUSIP number 745145AX0 fails to validly 

elect to receive the Ambac Non-Commutation Treatment (including by submitting an election 

for less than all of its Claims), on the Effective Date or as soon as reasonably practicable 

thereafter, the Disbursing Agent shall distribute the Ambac Commutation Consideration 

payable on account of its Allowed Claims in Class 19 under the Plan to the applicable indenture 

trustee, which shall in turn distribute such consideration to the applicable bondholders, except 

that Ambac may direct the applicable indenture trustee to reduce the distribution to any holder 

to account for any Prior Payments that Ambac has made, or for any other consideration that 

Ambac has made available or will make available, to such holder and the applicable indenture 

trustee shall then pay the portion of the Ambac Commutation Consideration equal to the 

applicable Prior Payment to Ambac; and (v) with respect to Ambac Insured Bonds with CUSIP 

numbers 745145GB2, 745145A3, 745145YY2, 745235KT7, 745235TH4, 745235TJ0, 

745235TK7, 745235TL5, which are fully matured, on the Effective Date or as soon as 

reasonably practicable thereafter, the Disbursing Agent shall distribute the Ambac Plan 

Consideration distributable on account of Allowed Claims in Classes 4, 19, or 26 to Ambac. 

(f) Delivery of Distributions with Respect to Clawback Recoveries. 

Notwithstanding any other provision of the Plan or of this Confirmation Order, (i) on the 

Effective Date, or, in the event the HTA Distribution Conditions have not been satisfied as of 

the Effective Date, upon satisfaction of the HTA Distribution Conditions, the Disbursing Agent 

shall distribute to each applicable Monoline its share of the CW/HTA Clawback Recovery in 

accordance with the terms and provisions of section 63.1 of the Plan in a manner mutually 

agreed upon between the Disbursing Agent and such Monoline; (ii) on the Effective Date, the 

Disbursing Agent shall distribute to each applicable Monoline its share of the CW/Convention 

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Center Clawback Recovery in accordance with the terms and provisions of section 64.1 of the 

Plan in a manner mutually agreed upon between the Disbursing Agent and such Monoline; and 

(iii) on the Effective Date, or, in the event the PRIFA Distribution Conditions have not been 

satisfied as of the Effective Date, upon satisfaction of the PRIFA Distribution Conditions, the 

Disbursing Agent shall distribute to each applicable Monoline its share of the CW/PRIFA Rum 

Tax Recovery in accordance with the terms and provision of section 65.1 of the Plan in a 

manner mutually agreed upon between the Disbursing Agent and such Monoline and (iv) on the 

later to occur of (A) the Effective Date and (B) satisfaction of the HTA Distribution Conditions, 

the Disbursing Agent shall distribute to National National’s share of the CW/HTA Clawback 

Recovery in accordance with the terms and provisions of section 63.2 of the Plan in a manner 

mutually agreed upon by the Disbursing Agent and National. Upon satisfaction of the HTA 

Distribution Conditions, DRA shall be entitled to receive its share of the CW/HTA Clawback 

Recovery, as delineated in the Priority Distribution Waterfall from Clawback CVI Allocation to 

Allowed CWHTA Claims set forth in Exhibit J to the Plan. 

35. Disbursing Agent. Pursuant to section 1.204 of the Plan, the Disbursing Agent 

shall be, as applicable, such Entity or Entities designated by the Oversight Board, upon 

consultation with AAFAF, on or prior to the Effective Date to make or to facilitate distributions 

in accordance with the provisions of the Plan and this Confirmation Order. Upon designation 

thereof, the Oversight Board shall file an informative motion with the Title III Court setting forth 

the name of the Disbursing Agent designated. 

36. Payment of Trustee Fees and Expenses. The distributions to be made pursuant to 

the Plan are intended to be inclusive of any and all Trustee/Fiscal Agent fees and expenses 

allegedly due and owing by the Commonwealth, ERS, and PBA with respect to amounts 

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discharged pursuant to the Plan. The Plan does not, nor shall it be construed to, limit the rights 

of each Trustee/Fiscal Agent to payment of such amounts (a) from the distributions to be made 

hereunder, including, without limitation, the imposition of any valid Charging Lien, or (b) 

pursuant to a contractual fee agreement entered into by the Debtors, or on their behalf, during the 

period from and after the Commonwealth Petition Date, including, without limitation, that 

certain Settlement Agreement and Invoice Instructions (the “Settlement Agreement”), dated as of 

December 21, 2018, by and between, among others, AAFAF, U.S. Bank Trust National 

Association, and U.S. Bank National Association (collectively, the “USB Entities”); provided, 

however, that (a) with respect to PBA, the Effective Date, and (b) with respect to PRIFA, the 

later of (i) the Effective Date and (ii) effectiveness of the PRIFA Qualified Modification 

pursuant to Title VI of PROMESA, (the “PRIFA Effective Date”) in the event that, following 

application of fees and expenses in accordance with the terms and provisions of the Settlement 

Agreement, the USB Entities retain any monies deposited by PBA or PRIFA, as the case may be, 

pursuant to the terms thereof, the USB Entities shall remit such excess funds to PBA or PRIFA, 

as the case may be, or such other Entity as may be designated by PBA or PRIFA, as the case may 

be, within fifteen (15) Business Days following the Effective Date or the PRIFA Effective Date, 

as applicable, by wire transfer of immediately available funds.

37. Securities Laws Exemption. Pursuant to section 1145 of the Bankruptcy Code 

and/or section 3(a)(2) of the Securities Act, the offering, issuance, and distribution of the New 

GO Bonds, the CVIs, and interests in the ERS Trust pursuant to the terms of the Plan and this 

Confirmation Order (and any subsequent offering of such securities, including, without 

limitation, pursuant to a case under Title VI of PROMESA), or the custodial trusts created in 

accordance with articles LXIII, LXIV, LXV, and LXXV of the Plan shall be exempt from 

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registration under the Securities Act and any state or local law requiring registration for the offer, 

issuance or distribution of securities, including, but not limited to, the registration requirements 

of section 5 of the Securities Act and any other applicable state or federal law requiring 

registration and/or prospectus delivery or qualification prior to the offering, issuance, 

distribution, or sale of securities, and, pursuant to section 2(b) of the Investment Company Act of 

1940, as amended (the “Investment Company Act”), such custodial trusts, securities and interests 

shall be exempt from the provisions of the Investment Company Act.

38. Acceleration of Insured Bonds. Notwithstanding any other provision of the Plan 

or this Confirmation Order:

(a) Assured Insured Bonds: To the extent there are no outstanding payment defaults 

by Assured with respect to Assured Insured Bonds up to and including the 

Effective Date, the payment of the principal of the Assured Insured Bonds shall 

be accelerated from and after the Effective Date, and such Assured Insured Bonds 

shall be due and payable from and after the Effective Date at the Assured 

Acceleration Price of one hundred percent (100%) of the principal amount thereof 

plus accrued interest thereon (or, in the case of any capital appreciation bonds, the 

compounded amount thereof) to the date of payment.

(b) National Insured Bonds: To the extent there are no outstanding payment defaults 

by National with respect to National Insured Bonds up to and including the 

Effective Date, the payment of the principal of the National Insured Bonds shall 

be accelerated as of the Effective Date, and the National Insured Bonds shall be 

due and payable from and after the Effective Date at an “acceleration price” of 

one hundred percent (100%) of the principal amount thereof plus interest accrued 

thereon (or, in the case of capital appreciation bonds, the compounded amount 

thereof) to the date of payment.

(c) Syncora Insured Bonds: To the extent pursuant to applicable definitive 

documents and not inconsistent with the respective rights provided in accordance 

with the applicable Syncora Insurance Policy, the payment of the principal of the 

Syncora Insured Bonds shall be deemed accelerated as of the Effective Date, and 

the Syncora Insured Bonds shall be deemed payable from and after the Effective 

Date at an acceleration price equal to the principal amount thereof as of the 

Effective Date plus accrued interest to the date of payment. 

(d) FGIC Insured Bonds: Notwithstanding the terms and conditions of the FGIC 

Insured Bonds, the payment of the principal of the FGIC Insured Bonds shall be 

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accelerated as of the Effective Date, and the FGIC Insured Bonds shall be due and 

payable from and after the Effective Date at an “acceleration price” of one 

hundred percent (100%) of the principal amount thereof, plus interest accrued 

thereon (or, in the case of capital appreciation bonds, the compounded amount 

thereof) to the date of payment; provided, however, that for the avoidance of 

doubt, notwithstanding such acceleration, there shall be no acceleration of any 

payment required to be made by FGIC under a FGIC Insurance Policy, unless 

FGIC elects, in its sole and absolute discretion, to make such payment(s) on an 

accelerated basis and FGIC has the express right to accelerate any such payment 

under the applicable FGIC Insurance Policy or the related agreements relating to 

the applicable FGIC Insured Bonds. 

(e) Ambac Insured Bonds: To the extent that there are no outstanding payment 

defaults by Ambac with respect to Ambac Insured Bonds up to and including the 

Effective Date, the principal amount (or compounded amount in the case of 

capital appreciation bonds) of the Ambac Insured Bonds shall be deemed 

accelerated and immediately due and payable as of the Effective Date. Ambac 

shall have the right to pay such accelerated amounts and unpaid interest accrued 

to the date of payment at any time, regardless of which Ambac Non-Commutation 

Treatment (sections 75.5(b)(i)-(iv) of the Plan) applies to a particular holder of 

Ambac Insured Bonds, and the holder of the Ambac Insured Bonds and the trustee 

or fiscal agent (as applicable) shall be required to accept the same in satisfaction 

of Ambac’s obligations under the applicable Ambac Insurance Policy with respect 

to such bonds, and, upon such payment, Ambac’s obligations under the applicable 

Ambac Insurance Policy shall be fully satisfied and extinguished, notwithstanding 

any provision of the Ambac Insurance Policy or other documents related to the 

Ambac Insured Bonds. For the avoidance of doubt, notwithstanding such 

acceleration, there shall be no acceleration of any payment required to be made 

under any Ambac Insurance Policy unless Ambac elects, in its sole and absolute 

discretion to make such payment(s) on an accelerated basis.

39. Disputed Claims Reconciliation. In accordance with the terms and provisions of 

section 82.1(b) of the Plan and the Committee Agreement:

(a) The two (2) Creditors Committee appointees to the Avoidance Actions Trust 

Board (collectively, the “Creditor Appointees”) shall (i) receive monthly updates 

to the claims reconciliation process, which process shall continue to be 

administered by the Oversight Board, with the assistance of AAFAF, (ii) have the 

right to (A) review the claims objections and reconciliation process, including the 

ADR Procedures, as it relates to CW General Unsecured Claims, ERS General 

Unsecured Claims, Convenience Claims, and, in the event that the Oversight 

Board appeals the Title III Court’s ruling that Eminent Domain/Inverse 

Condemnation Claims are non-dischargeable and must be paid in full, Eminent 

Domain/Inverse Condemnation Claims regardless of the size of the asserted 

Claim amount, (B) ensure compliance with the exclusions from CW General 

Unsecured Claims as provided in the Plan, and (C) in the event that such 

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appointees disagree with any settlement of a CW General Unsecured Claim, an 

ERS General Unsecured Claim, or, in the event that the Oversight Board appeals 

the Title III Court’s ruling that Eminent Domain/Inverse Condemnation Claims 

are non-dischargeable and must be paid in full, an Eminent Domain/Inverse 

Condemnation Claim (by the Oversight Board or AAFAF, as the case may be) for 

an allowed amount in excess of Five Hundred Thousand Dollars ($500,000.00), 

such appointees may seek relief from the Title III Court to cause (upon a showing 

that such settlement is not in the best interest of, as applicable, the 

Commonwealth, ERS, and their respective creditors) the Oversight Board or 

AAFAF, as the case may be, to obtain approval of the Title III Court for any such 

settlement in accordance with the standard for approval under Bankruptcy Rule 

9019. To facilitate the exercise of the settlement review process, the Oversight 

Board or AAFAF, as the case may be, shall inform the Creditor Appointees, in 

writing, five (5) days prior to making or accepting a settlement proposal for the 

resolution of a CW General Unsecured Claim, an ERS General Unsecured Claim, 

or an Eminent Domain Claim where the proposed allowed amount exceeds Five 

Hundred Thousand Dollars ($500,000.00).8

 

(b) With respect to the obligations and responsibilities set forth in this decretal 

paragraph 39, the Creditor Appointees and their advisors shall be entitled to be 

compensated, subject to an annual aggregate cap of Three Million Dollars 

($3,000,000.00), inclusive of reimbursement of their reasonable out-of-pocket 

expenses incurred in furtherance of discharging such obligations and 

responsibilities, which amounts shall be funded from the GUC Reserve. All such 

compensation and reimbursements shall be paid by the Entity selected pursuant to 

section 1.285 of the Plan to hold the GUC Reserve within thirty (30) days of such 

Entity’s receipt of a request for such payment. To the extent the Oversight Board 

or, in the event the Oversight Board terminates, AAFAF, disputes the validity or 

amount of any reimbursement request, it shall inform such Entity and, in the event

the parties are unable to resolve such dispute, the Title III Court shall retain 

jurisdiction to resolve any such dispute.

(c) Without limiting the foregoing, (i) within sixty (60) days after the Effective Date, 

the Oversight Board or AAFAF, as the case may be, through its advisors, shall 

provide the Creditor Appointees with a report (the “Initial Claims Report”)

containing (1) a register setting forth all CW General Unsecured Claims, Eminent 

Domain Claims, ERS General Unsecured Claims, and Convenience Claims that 

have not been reconciled and which are being evaluated for possible objection, (2) 

the status of any pending objections to CW General Unsecured Claims, Eminent 

Domain Claims, ERS General Unsecured Claims, and Convenience Claims, and 

(3) information illustrating which Claims are subject to the ACR Procedures and 

are to be excluded from CW General Unsecured Claims pursuant to section 82.7 

8 Notwithstanding any reference to Eminent Domain Claims in this subparagraph or any 

report rendered pursuant thereto, the treatment of such Claims is governed by sections

58.1 and 77.1(e) of the Plan.

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of the Plan, and (ii) within ten (10) days of the end of each month (the “Monthly

Claims Report”), the Oversight Board or AAFAF, as the case may be, through its 

advisors, shall provide a report containing material updates to information 

contained in the Initial Claims Report or a previous Monthly Claims Report, as 

applicable, as well as any material information omitted from such prior reports. 

In addition, the Oversight Board or AAFAF, as the case may be, through its 

advisors, shall, upon reasonable request, periodically supply the Creditor 

Appointees with any other information the Creditor Appointees may reasonably 

request related to the claims reconciliation process.9

(d) In connection with the foregoing, the Creditor Appointees, together with their 

counsel and advisors in such capacity, shall not be liable to any Person for actions 

taken or omitted in connection with the exercise of their rights hereunder except 

those acts arising out of their own willful misconduct or gross negligence, and 

each shall be entitled to indemnification and reimbursement from the GUC 

Reserve for fees and expenses in defending any and all actions or inaction in their 

capacity as Creditor Appointees, except for any actions or inactions involving 

willful misconduct or gross negligence. The foregoing indemnity in respect of 

any Creditor Appointee shall survive and termination of such Creditor Appointee

from the capacity for which they are indemnified. 

40. Disputed Claims Holdback. From and after the Effective Date, and until such 

time as each Disputed Claim has been compromised and settled, estimated by the Title III Court 

in an amount constituting the allowed amount, or Allowed or Disallowed by Final Order of the 

Title III Court, Reorganized Debtors or the Disbursing Agent, as applicable, shall retain, for the 

benefit of each holder of a Disputed Claim, the distributions that would have been made to such 

holder if it were an Allowed Claim in an amount equal to the lesser of (i) the liquidated amount 

set forth in the filed proof of Claim relating to such Disputed Claim, (ii) the amount in which the 

Disputed Claims have been estimated by the Title III Court pursuant to section 502 of the 

Bankruptcy Code constitutes and represents the maximum amount in which such Claim may 

ultimately become an Allowed Claim, and (iii) such other amount as may be agreed upon by the 

9 Notwithstanding any reference to Eminent Domain Claims in this subparagraph or any 

report rendered pursuant thereto, the treatment of such Claims is governed by sections

58.1 and 77.1(e) of the Plan.

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holder of such Disputed Claim and Reorganized Debtors; provided, however, that the recovery 

by any holder of a Disputed Claim shall not exceed the lesser of (i), (ii), and (iii) above. To the 

extent the Disbursing Agent or any of the Reorganized Debtors, as the case may be, retains any 

New GO Bonds or CVIs on behalf of Disputed Claims holders, until such New GO Bonds or 

CVIs are distributed, the Disbursing Agent or such Reorganized Debtors, as the case may be,

shall exercise voting or consent rights with respect to such obligations.

41. National Action Claims. Notwithstanding anything contained herein, in the 

GO/PBA Plan Support Agreement, or the HTA/CCDA Plan Support Agreement to the contrary, 

National may continue to litigate to final judgment or settlement all claims and causes of action 

asserted in the National Action; provided, however, that, in the event that notwithstanding the 

application and effectiveness of the Bar Date Orders, the Plan, and the Confirmation Order, the 

defendants and, to the extent named, third-party defendants in the National Action assert against 

the Debtors, the Reorganized Debtors, PREPA, HTA or any other agency or instrumentality of 

the Commonwealth (collectively, the “CW Entities”) claims or counterclaims for 

indemnification, contribution, reimbursement, setoff or similar theories of recovery based on, 

arising from or related to the National Action (collectively, the “CW Entities’ Claims”), (i) the 

CW Entities agree (A) to vigorously defend against any such CW Entities’ Claims, including, 

without limitation, invoking the Bar Date Orders and discharge provisions set forth in article 

XCII of the Plan and this Confirmation Order, objecting to any proof of claim, and prosecuting 

available appeals, based upon, arising from, or related to the National Action, (B) to allow 

National, at its option, to participate in or undertake such defense to such action in its sole 

discretion, and (C) not to settle any CW Entities’ Claims without National’s written consent, 

which consent shall not be unreasonably withheld, and (ii) National agrees to (A) indemnify and 

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hold the CW Entities harmless to the extent of the CW Entities’ liability for the payment of 

monies or the delivery of property, pursuant to a Final Order or settlement as a result of the 

National Action, and (B) reimburse the relevant CW Entities for all documented fees and 

expenses incurred in connection with the defense against such CW Entities’ Claims, including, 

without limitation, attorneys’ fees and expenses incurred (amounts pursuant to clauses (ii)(A) 

and (B) collectively, the “Total Reimbursement”), but in no event may the Total Reimbursement 

exceed any recovery realized by National in connection with the National Action; provided, 

however, that National shall have no obligation pursuant to this Confirmation Order, the Plan or 

otherwise to indemnify and hold the CW Entities harmless for any claims based upon, arising 

from or related to the Underwriter Actions that are not based upon, arising from, or related to the 

National Action or in which National is not involved. For the avoidance of doubt, CW Entities’ 

Claims shall not constitute CW General Unsecured Claims. 

42. No Amendments to Proofs of Claim/Objections to Claims. As of the 

commencement of the Confirmation Hearing, a proof of Claim may not be amended without the 

approval of the Title III Court. With the exception of proofs of Claim timely filed hereafter in 

respect of executory contracts and unexpired leases rejected pursuant to this Confirmation Order, 

any proof of Claim filed on or after the commencement of the Confirmation Hearing is hereby 

barred, and the Clerk of the Court and the Debtors’ Claims Agent are authorized to remove such 

proofs of Claims from the claims registry in the Title III Cases. Notwithstanding the provisions 

of section 82.1 of the Plan, in the event that (a) a Claim that has been transferred pursuant to the 

terms and provisions of either the ACR Order or the ADR Order is subsequently transferred back 

to the claims registry for determination by the Title III Court, the period in which the 

Reorganized Debtors shall file and serve any objections to the Claim, by and through the 

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Oversight Board, or AAFAF, as the case may be, shall be extended up to and including one 

hundred eighty (180) days from and after the date of such notice transferring any such Claim 

back to the claims registry, and (b) within thirty (30) days of the date hereof, in accordance with 

section 204 of PROMESA, the Government of the Commonwealth of Puerto Rico shall deliver, 

or cause applicable agencies, instrumentalities, or Commonwealth of Puerto Rico public 

corporations to deliver, to the Oversight Board a copy of all files, documents, instruments and, to 

the extent applicable, pleadings requested by the Oversight Board in connection with the 

reconciliation of Claims, including, without limitation, Disputed Claims. Without in any way 

limiting the foregoing or the terms and provisions of the Plan or the ACR Order, to the extent a 

Claim subject to the terms and provisions of the ACR Order, including, without limitation, 

“grievance claims” subject to the provisions of collective bargaining agreements, remain subject 

to the ACR Order, upon resolution thereof, such Claims shall be satisfied by the Debtors in the 

ordinary course. 

43. Conditions to Effective Date. The Plan shall not become effective unless and 

until the conditions set forth in section 86.1 of the Plan have been satisfied or waived in 

accordance with the provisions set forth in section 86.2 of the Plan. 

44. Administrative Claim Bar Date. The last day to file proof of Administrative 

Expense Claims shall be ninety (90) days after the Effective Date, after which date, any 

Administrative Expense Claim, proof of which has not been filed, shall be deemed forever 

barred, and the Debtors and Reorganized Debtors shall have no obligation with respect thereto; 

provided, however, that no proof of Administrative Expense Claim shall be required to be filed if 

such Administrative Expense Claim (a) shall have been incurred (i) in accordance with an order 

of the Court or (ii) with the written consent of the applicable Government Parties expressly 

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granting such Administrative Expense Claim, (b) is a Professional Claim, (c) is an 

intergovernmental Claim, (d) is an Administrative Expense Claim of the IRS for the payment of 

taxes incurred by any of the Debtors during the period from and after the Commonwealth 

Petition Date, the ERS Petition Date, or the PBA Petition Date, as applicable, (e) relates to 

actions occurring in the ordinary course during the period from and after the respective Debtor’s 

petition date up to and including the Effective Date, (f) relates to a Claim that is subject to the 

provisions of the ACR Order, including, without limitation, “grievance claims” relating to any of 

the Debtor’s collective bargaining agreements, or (g) is the subject of a pending motion seeking 

allowance of an administrative expense pursuant to section 503(b) of the Bankruptcy Code as of 

the entry of this Confirmation Order; and, provided, further, that any such proof of 

Administrative Expense Claim by a governmental unit shall remain subject to the rights and 

interests of the Debtors and Reorganized Debtors, as the case may be, and any other party in 

interest to interpose an objection or other defense to the allowance or payment thereof.

45. Professional Compensation and Reimbursement Claims. All Entities awarded 

compensation, including, without limitation, to the fullest extent provided in respective letters of 

engagement or similar instruments or agreements, or reimbursement of expenses by the Title III 

Court shall be paid in full, in Cash, in the amounts allowed by the Title III Court, including,

without limitation, all amounts previously awarded subject to holdbacks pursuant to orders of the 

Title III Court, (a) no later than the tenth (10th) calendar day (or the first Business Day to occur 

thereafter) after the later to occur of (i) the Effective Date and (ii) the date upon which the Title 

III Court order allowing such Claims is deemed to be a Final Order, or (b) upon such other terms 

no more favorable to the claimant as may be mutually agreed upon between such claimant and 

the Government Parties; provided, however, that, except as provided herein or in the Plan, each 

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Professional must file its application for final allowance of compensation for professional 

services rendered and reimbursement of expenses on or prior to the date that is one hundred 

twenty (120) days following the Effective Date. The Reorganized Debtors shall pay 

compensation for professional services extended and reimbursement of expenses incurred by 

their respective Professionals from and after the Effective Date in the ordinary course and 

without the need for Title III Court approval.

46. GO/PBA Consummation Costs. Notwithstanding anything contained in the Plan 

or this Confirmation Order to the contrary, to compensate certain parties for the cost of 

negotiation, confirmation and consummation of the GO/PBA Plan Support Agreement and the 

Plan, and in consideration of (a) the negotiation, execution and delivery of the GO/PBA Plan 

Support Agreement by each Initial GO/PBA PSA Creditor and (b) the obligations and covenants 

contained in the GO/PBA Plan Support Agreement, each Initial GO/PBA PSA Creditor shall be 

entitled to receive on the Effective Date, or as soon thereafter as is practicable, but in no event 

later than ten (10) Business Days following the Effective Date, a pro rata share of Cash, in the 

form of an Allowed Administrative Expense Claim, in an amount equal to one and five tenths 

percent (1.50%), truncated to two decimal points, of the aggregate amount of PBA Bond Claims, 

CW Bond Claims and CW Guarantee Bond Claims (insured or otherwise and, with respect to 

each of Assured, Syncora, and National, including positions that it holds or has insured), without 

duplication, held and/or insured by such Initial GO/PBA PSA Creditor as of 5:00 p.m. (Eastern 

Standard Time) on February 22, 2021.

47. AFSCME Professional Fees. Notwithstanding anything contained in the Plan or 

this Confirmation Order to the contrary, on the Effective Date, AFSCME shall be reimbursed its 

reasonable professional fees and expenses incurred to compensate AFSCME for the cost of 

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negotiation, confirmation, and consummation of the AFSCME Term Sheet and the Plan, and the 

resolution of issues pertaining to pensions.

48. GO/PBA PSA Restriction Fee. Notwithstanding anything contained in the Plan or 

this Confirmation Order to the contrary, in exchange for (a) executing and delivering the

GO/PBA Plan Support Agreement or (b) if applicable, tendering and exchanging GO Bonds or 

PBA Bonds in accordance with the terms and conditions of the GO/PBA Plan Support 

Agreement and notices posted on EMMA, and agreeing to all of its terms and conditions, 

including support of the Plan and the “lock-up” of GO Bonds and PBA Bonds in accordance 

with the terms of the GO/PBA Plan Support Agreement, each of the GO/PBA PSA Creditors 

(including (i) a holder of a Monoline-insured GO Bond or PBA Bond, (other than a Monolineinsured GO Bond or PBA Bond insured by Ambac, Assured, Syncora, or National, as the case 

may be) to the extent that such GO/PBA PSA Restriction Fee Creditor is authorized to vote the 

Claim with respect to such Monoline-insured GO Bond or PBA Bond in accordance with section 

301(c)(3) of PROMESA, definitive insurance documents and applicable law, and (ii) Ambac, 

Assured, FGIC, Syncora, and National, to the extent Ambac, Assured, FGIC, Syncora, or 

National, as the case may be, is authorized to vote such Claims in accordance with section 

301(c)(3) of PROMESA definitive insurance documents and applicable law) shall be entitled to 

receive on the Effective Date, or as soon thereafter as is practicable, but in no event later than ten 

(10) Business Days following the Effective Date, the GO/PBA PSA Restriction Fee, in the form 

of an Allowed Administrative Expense Claim, payable in Cash, at the time of consummation of 

the Plan equal to the GO/PBA Restriction Fee Percentage multiplied by the aggregate amount of 

PBA Bond Claims, CW Bond Claims, and CW Guarantee Bond Claims (without duplication 

and, to the extent such Claims are Monoline-insured, solely to the extent a GO/PBA PSA 

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Creditor is authorized to vote any such Claim in accordance with section 301(c)(3) of 

PROMESA, definitive insurance documents and applicable law) held or, in the case of Ambac, 

Assured, FGIC, Syncora, or National, held or insured by such GO/PBA PSA Creditor as of the 

Effective Date; provided, however, that, if a GO/PBA PSA Creditor sold any PBA Bond Claims, 

CW Bond Claims, or PRIFA BANs (without duplication, and to the extent such Claims are 

Monoline-insured, solely to the extent a GO/PBA PSA Creditor is authorized to vote any such 

Claim in accordance with section 301(c)(3) of PROMESA, the definitive insurance documents 

and applicable law) for which it would have been entitled to receive the GO/PBA PSA 

Restriction Fee, the purchasing party, and not the selling party, shall be entitled to receive on the 

Effective Date, or as soon thereafter as is practicable, but in no event later than ten (10) Business 

Days following the Effective Date, the GO/PBA PSA Restriction Fee on account thereof; and, 

provided, further, that, in the event the GO/PBA Plan Support Agreement has been terminated 

pursuant to the terms of sections 7.1(b)(iii) (subject to the extension provided for in section 

7.1(b) thereof), (c)(i), or (c)(ii) thereof, or the Oversight Board terminated the GO/PBA Plan 

Support Agreement for any reason other than a breach of the GO/PBA Plan Support Agreement 

by a non-Government Party, the aggregate GO/PBA PSA Restriction Fee and Consummation 

Costs in the amount of One Hundred Million Dollars ($100,000,000.00) shall be paid, ratably, in 

Cash, as an allowed administrative expense claim under a plan of adjustment for the 

Commonwealth to the Initial GO/PBA PSA Creditors as of the date of termination; and, 

provided, further, that, in all other circumstances, upon termination of the GO/PBA Plan Support 

Agreement, no GO/PBA Consummation Costs or GO/PBA PSA Restriction Fee shall be due and 

payable to the party to the GO/PBA Plan Support Agreement terminating the GO/PBA Plan 

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Support Agreement or against the party to the GO/PBA Plan Support Agreement as to which the 

GO/PBA Plan Support Agreement is terminated.

49. ERS Restriction Fee. Notwithstanding anything contained in the Plan or this 

Confirmation Order to the contrary, (a) in exchange for executing and delivering the ERS 

Stipulation, and agreeing to all of its terms and conditions, including to “lock-up” ERS Bonds in 

accordance with the terms of the ERS Stipulation, each of the ERS bondholders party to the ERS 

Stipulation (or their designee), shall be entitled to receive, and, on the Effective Date, ERS shall 

pay to such parties, without setoff or deduction for taxes, their Pro Rata Share (based upon such 

parties’ Net Allowed ERS Bond Claims as of April 2, 2021) of Seventy-Five Million Dollars 

($75,000,000.00), and (b) in accordance with the terms and conditions of the GO/PBA Plan 

Support Agreement, the Commonwealth shall pay to First Ballantyne, LLC, Monarch Alternative 

Capital LP, Moore Global Investments, LLC, Two Seas Capital LP, and Verition Multi-Strategy 

Master Fund, Ltd. their Pro Rata Share of Two Million Two Hundred Fifty Thousand Dollars 

($2,250,000.00), as agreed to among such parties.

50. CCDA Consummation Costs. Notwithstanding anything contained in the Plan or 

this Confirmation Order to the contrary, in order to compensate certain parties for the cost of 

negotiation, confirmation and consummation of the HTA/CCDA Plan Support Agreement and 

the Plan, each Initial HTA/CCDA PSA Creditor, to the extent a holder or insurer of CCDA 

Bonds, shall be entitled to receive on the Effective Date, or as soon thereafter as is practicable, 

but in no event later than ten (10) Business Days following the Effective Date, an amount equal 

to one percent (1.00%), truncated to two decimal points, of such Initial HTA/CCDA PSA 

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Creditor’s CCDA Bond Claims, payable as an administrative expense claim, in an aggregate 

amount not greater than Fifteen Million Dollars ($15,000,000.00).

51. CCDA Restriction Fee. Notwithstanding anything contained in the Plan or this 

Confirmation Order to the contrary, in exchange for executing the HTA/CCDA Plan Support 

Agreement, and agreeing to all of its terms and conditions, including the agreement to “lock-up” 

its bonds in accordance with the terms of the HTA/CCDA Plan Support Agreement, subject to 

the entry of the Confirmation Order, each CCDA Restriction Fee Creditor holding or insuring 

CCDA Bonds (including (i) a holder of a Monoline-insured CCDA Bond, (other than a 

Monoline-insured CCDA Bond insured by Ambac, Assured, or FGIC, as the case may be) to the 

extent such CCDA Restriction Fee Creditor is authorized to vote the claim with respect to such 

Monoline-insured CCDA Bond in accordance with section 301(c)(3) of PROMESA, definitive 

insurance documents and applicable law, and (ii) Ambac, Assured, and FGIC, to the extent 

Ambac, Assured, or FGIC, as applicable, is authorized to vote such Insured CCDA Bond Claims 

in accordance with section 301(c)(3) of PROMESA, definitive insurance documents and 

applicable law) shall be entitled to receive the CCDA Restriction Fee in the form of an allowed 

administrative expense claim, payable in Cash, at the time of consummation of the Plan in an 

amount equal to the CCDA Restriction Fee Percentage multiplied by the aggregate amount of 

CCDA Bond Claims, (without duplication and, to the extent any such claims are Monolineinsured, solely to the extent a CCDA Restriction Fee Creditor is authorized to vote any such 

claim in accordance with section 301(c)(3) of PROMESA, the definitive insurance documents 

and applicable law) held or, in the case of Assured held or insured, by such CCDA Restriction 

Fee Creditor as of the expiration of the applicable HTA/CCDA PSA Restriction Fee Period; 

provided, however, that each CCDA Restriction Fee Creditor who acquires any CCDA Bonds 

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after the Joinder Deadline (including (i) a holder of a Monoline-insured CCDA Bond (other than 

a Monoline-insured CCDA Bond insured by Ambac, Assured, FGIC, or National, as the case 

may be), to the extent such CCDA Restriction Fee Creditor is authorized to vote the claim with 

respect to such Monoline-insured CCDA Bond in accordance with section 301(c)(3) of 

PROMESA, definitive insurance documents and applicable law, and (ii) Ambac, Assured, FGIC,

and National, to the extent Ambac, Assured or National, as applicable, is authorized to vote such 

Insured CCDA Bond Claims in accordance with section 301(c)(3) of PROMESA, definitive 

insurance documents and applicable law) shall be entitled to receive such CCDA Restriction Fee 

equal to the CCDA Restriction Fee Percentage multiplied by the aggregate amount of CCDA 

Bond Claims, (without duplication and, to the extent any such claims are Monoline-insured, 

solely to the extent an HTA/CCDA PSA Creditor is authorized to vote any such claim in 

accordance with section 301(c)(3) of PROMESA, the definitive insurance documents and 

applicable law) held by such CCDA Restriction Fee Creditor as of the earlier to occur of the 

HTA/CCDA Threshold Attainment and the entry of the Confirmation Order; and, provided, 

further, that, if a CCDA Restriction Fee Creditor sells any CCDA Bonds for which it would have 

been entitled to receive the CCDA Restriction Fee, the purchasing party shall not be entitled to 

receive the CCDA Restriction Fee on account thereof and such entitlement shall remain with the 

selling party; and, provided, further, that, in all circumstances, the sum of the aggregate CCDA 

Restriction Fees plus the CCDA Consummation Costs attributable to a holder’s CCDA Bond 

Claims shall not exceed Fifteen Million Dollars ($15,000,000.00); and, provided, further, that, in 

the event the HTA/CCDA Plan Support Agreement is terminated pursuant to the terms of section 

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7.1 thereof, no CCDA Consummation Costs or CCDA Restriction Fees shall be due and payable 

to a holder of CCDA Bonds, Ambac or Assured with respect to CCDA Bond Claims.

52. HTA Bond Claims. In consideration for the agreements set forth in the 

HTA/CCDA Plan Support Agreement, and within ten (10) Business Days following satisfaction 

of the HTA Distribution Conditions, HTA shall make an interim distribution to holders of HTA 

68 Bond Claims and HTA 98 Senior Bond Claims in the amounts of One Hundred Eighty-Four 

Million Eight Hundred Thousand Dollars ($184,800,000.00) and Seventy-Nine Million Two 

Hundred Thousand Dollars ($79,200,000.00), respectively, in Cash, which distributions shall 

reduce the principal amount of such HTA 68 Bonds and HTA 98 Senior Bonds, respectively, and 

the corresponding HTA Bond Claims; provided, however, that, for purposes of this decretal 

paragraph 52, the applicable Monolines shall constitute the holders of the HTA 68 Bond Claims 

and the HTA 98 Senior Bond Claims arising from the HTA Bonds insured by any such 

Monoline, if any, in accordance with section 301(c)(3) of PROMESA, applicable law and 

governing insurance and other documents applicable to such HTA Bonds; and, provided, further, 

that, notwithstanding the foregoing, (a) with respect to any HTA 98 Senior Bonds owned by 

FGIC, HTA shall make such interim distribution to FGIC, and (b) with respect to any HTA 98 

Senior Bonds insured by FGIC, but not owned by FGIC, HTA shall make such interim 

distribution to the owners of such HTA 98 Senior Bonds.

53. System 2000 Obligations. Pursuant to the terms and provisions of section 55.10 

of the Plan, the Commonwealth shall satisfy all obligations associated with Allowed System 

2000 Participant Claims in the timeframes set forth therein. 

54. HTA/CCDA Clawback Structuring Fees. In consideration for the structuring of 

payments to be made to holders of CW/HTA Claims, CW/Convention Center Claims, 

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CW/PRIFA Tax Claims and CW/MBA Claims, upon satisfaction of the HTA Distribution 

Conditions, and in accordance with the terms and provisions of section 6.1(d) of the HTA/CCDA 

Plan Support Agreement, on the HTA Effective Date, or as soon as practicable thereafter in 

accordance with the terms of the HTA Plan, but in no event later than ten (10) Business Days 

following such date, the Commonwealth shall make payments to Assured and National in the 

amounts of Thirty-Nine Million Three Hundred Thousand Dollars ($39,300,000.00) and 

Nineteen Million Three Hundred Thousand Dollars ($19,300,000.00), respectively.

55. Active JRS Participants and Active TRS Participants. In connection with the 

treatment of Active JRS Participant Claims and Active TRS Participant Claims pursuant to 

sections 55.8 and 55.9 of the Plan:

(a) Act 106 Defined Contribution Accounts. Notwithstanding any provision of Act 

106 to the contrary (including, without limitation, sections 1.4, 1.6, 2.1, 2.6, and 3.1 thereof), on 

or prior to the Effective Date, the Commonwealth shall establish defined contribution accounts 

(the “Defined Contribution Accounts”) pursuant to chapter 3 of Act 106 for all holders of such 

Active JRS Participant Claims and Active TRS Participant Claims who do not have such 

accounts as the Effective Date and who, prior to the Effective Date, were making contributions 

to JRS in accordance with the provisions of Act No. 12 of October 19, 1954, as amended, 

known as the “Judiciary Retirement Act,” or to TRS in accordance with the provisions of Act 

No. 91-2004, as amended, known as the “Commonwealth of Puerto Rico Teachers’ Retirement 

System Act,” as applicable. Without in any way limiting the foregoing, in connection with the 

modification of the Commonwealth’s obligations under any laws establishing or enabling TRS or 

JRS, the Commonwealth shall enroll teachers, judges, and all other employees that would have 

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otherwise been enrolled in TRS, hired from and after the Effective Date in the Act 106 Defined 

Contribution Plan and establish Defined Contribution Accounts for such individuals. 

(b) Eligibility for and Enrollment in Federal Social Security. From and after the 

Effective Date, and notwithstanding any provision of Act 106 to the contrary (including, without 

limitation, section 3.4 thereof), every (i) Active JRS Participant, (ii) teacher who is an Active 

TRS Participant, and (iii) teacher and judge hired from and after the Effective Date shall 

mandatorily make contributions to his or her Defined Contribution Account at a minimum rate of 

two and three-tenths percent (2.3%) of his or her monthly compensation, up to the limit 

established in section 1081.01(d)(7) of Act 1-2011; provided, however, that each teacher and 

judge who is forty-five (45) years of age or older as of the Effective Date shall contribute to his 

or her Defined Contribution Account at a minimum rate of eight and one-half percent (8.5%) of 

his or her monthly compensation, up to the limited established in section 1081.01(d)(7) of Act 

No. 1-2011, as amended, known as the “Internal Revenue Code for a New Puerto Rico,” or any 

successor law thereof, and, therefore, fail to be eligible to contribute to the Federal Social 

Security system, unless any such teacher or judge shall have irrevocably elected within sixty (60) 

days of the Effective Date to reduce their contributions to a minimum of two and three-tenths 

percent (2.3%) and be enrolled in the Federal Social Security system. For teachers who are 

Active TRS Participants, Active JRS Participants, and teachers and judges first hired after the 

Effective Date who contribute two and three-tenths percent (2.3%) of their monthly 

compensation as set forth above, including those aged 45 and older who have elected to do so, 

the Employer, in coordination with the Retirement Board and/or Secretary of Treasury, shall 

withhold the minimum amount of six and two-tenths percent (6.2%) of their applicable monthly 

compensation and remit such amount to the appropriate authority as required by the applicable 

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provisions of the Federal Social Security Act and other applicable Federal law to enable the 

inclusion of the Participant in the Federal Social Security system. Teachers who are Active TRS 

Participants, Active JRS Participants, and teachers and judges first hired after the Effective Date 

may voluntarily contribute to their Defined Contribution Accounts additional amounts to those 

established as allowed under section 1081.01 of Act No. 1-2011, provided, however, that in no 

case may those increased contribution rates and additional amounts exceed the applicable limits 

to be eligible, and affect the eligibility of these Participants, for coverage under the Federal 

Social Security system, unless such Participants are aged 45 and older and do not participate in 

the Federal Social Security system. In accordance with the foregoing, the Government of the 

Commonwealth of Puerto Rico, including, without limitation, any Entity or Person acting for or 

on behalf thereof, shall implement all reasonably necessary or advisable policies, procedures, or 

mechanisms to provide for all payroll deduction or transmittal required by federal law to ensure 

eligibility for and enrollment of Participants in the Federal Social Security system and 

effectuating the Federal Insurance Contributions Act remittances.

56. Discharge and Release of Claims and Causes of Action. 

(a) Except as expressly provided in the Plan or herein, all distributions and rights 

afforded under the Plan shall be, and shall be deemed to be, in exchange for, and in complete 

satisfaction, settlement, discharge, and release of, all Claims or Causes of Action against the 

Debtors and Reorganized Debtors that arose, in whole or in part, prior to the Effective Date, 

relating to the Title III Cases, the Debtors or Reorganized Debtors or any of their respective 

Assets, property, or interests of any nature whatsoever, including any interest accrued on such 

Claims from and after the Petition Date, and regardless of whether any property will have been 

distributed or retained pursuant to the Plan on account of each of the Claims or Causes of Action; 

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provided, however, that, without prejudice to the exculpation rights set forth in section 92.7 of 

the Plan and decretal paragraph 61 hereof, nothing contained in the Plan or this Confirmation 

Order is intended, nor shall it be construed, to be a grant of a non-consensual third-party release 

of the PSA Creditors, AFSCME, and each of their respective Related Persons by any Creditors 

of the Debtors. Upon the Effective Date and independent of the distributions provided for under 

the Plan, the Debtors and Reorganized Debtors shall be discharged and released from any and all 

Claims, Causes of Action, and any other debts that arose, in whole or in part, prior to the 

Effective Date (including prior to the Petition Date), and Claims of the kind specified in sections 

502(g), 502(h), or 502(i) of the Bankruptcy Code and section 407 of PROMESA, whether or not 

(a) a proof of claim based upon such Claim is filed or deemed filed under section 501 of the 

Bankruptcy Code, (b) such Claim is allowed under section 502 of the Bankruptcy Code and 

section 407 of PROMESA (or is otherwise resolved), or (c) the holder of a Claim based upon 

such debt voted to accept the Plan. For the avoidance of doubt, nothing contained in the Plan or 

herein shall release, discharge, or enjoin any claims or causes of action against PREPA arising 

from or related to PREPA-issued bonds, including, without limitation, Monoline-issued 

insurance pertaining thereto, and PREPA is not releasing any claims or causes of action against 

any non-Debtor Entity. Claims and causes of action against PREPA arising from or related to 

PREPA-issued bonds, and releases against PREPA and its assets shall be addressed in PREPA’s 

Title III case, including, without limitation, any plan of adjustment therein. 

(b) Except as expressly provided in the Plan or herein, all Entities shall be precluded 

from asserting any and all Claims against the Debtors and Reorganized Debtors, and each of 

their respective employees, officials, Assets, property, rights, remedies, Claims, or Causes of 

Action of any nature whatsoever, relating to the Title III Cases, the Debtors or Reorganized 

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Debtors or any of their respective Assets and property, including any and all interest accrued on 

such Claims, and regardless of whether any property will have been distributed or retained 

pursuant to the Plan on account of each of the Claims or other obligations, suits, judgments, 

damages, debts, rights, remedies, causes of action, or liabilities. In accordance with the 

foregoing, except as expressly provided in the Plan or herein, this Confirmation Order shall 

constitute a judicial determination, as of the Effective Date, of the discharge and release of all 

such Claims, Causes of Action or debt of or against the Debtors and the Reorganized Debtors 

pursuant to sections 524 and 944 of the Bankruptcy Code, applicable to the Title III Case 

pursuant to section 301 of PROMESA, and such discharge shall void and extinguish any 

judgment obtained against the Debtors or Reorganized Debtors and their respective Assets, and 

property at any time, to the extent such judgment is related to a discharged Claim, debt, or 

liability. As of the Effective Date, and in consideration for the distributions or other value 

provided pursuant to the Plan, each holder of a Claim in any Class under the Plan shall be and 

hereby is deemed to release and forever waive and discharge as against the Debtors and 

Reorganized Debtors, and their respective Assets and property, all such Claims. 

(c) Notwithstanding any other provisions of decretal paragraph 56 of this 

Confirmation Order or section 92.2 of the Plan, in accordance with the provisions of the 

GO/PBA Plan Support Agreement, each of the GO/PBA PSA Creditors and their respective 

Related Persons, solely in their capacity as Creditors of the Debtors, shall (i) be deemed to have 

released and covenanted not to sue or otherwise pursue or seek to recover damages or to seek 

any other type of relief against any of the Government Releasees based upon, arising from or 

relating to the Government Released Claims or any of the Claims or Causes of Action asserted or 

which could have been asserted, including, without limitation, in the Clawback Actions and the 

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Lift Stay Motions, and (ii) not directly or indirectly aid any person in taking any action with 

respect to the Government Released Claims that is prohibited by decretal paragraph 56 of this 

Confirmation Order and section 92.2 of the Plan. 

(d) SEC Limitation. Notwithstanding anything contained herein or in the Plan to the 

contrary, no provision shall (i) preclude the SEC from enforcing its police or regulatory powers, 

or (ii) enjoin, limit, impair or delay the SEC from commencing or continuing any claims, causes 

of action, proceedings or investigations against any non-debtor person or non-debtor entity in 

any forum. 

(e) United States Limitation. Notwithstanding anything contained herein or in the 

Plan to the contrary, no provision shall (i) impair the United States, its agencies, departments, or 

agents, or in any manner relieve the Debtors or the Reorganized Debtors, as the case may be, 

from compliance with federal laws or territorial laws and requirements implementing a federally 

authorized or federally delegated program protecting the health, safety, and environment of 

persons in such territory, (ii) expand the scope of any discharge, release, or injunction to which 

the Debtors or the Reorganized Debtors are entitled under Title III, and (iii) discharge, release, 

enjoin, or otherwise bar (A) any liability of the Debtors or the Reorganized Debtors to the United 

States arising from and after the Effective Date, (B) any liability to the United States that is not a 

Claim, (C) any affirmative defense or any right of setoff or recoupment of the United States, the 

Debtors or the Reorganized Debtors, as the case may be, and such rights of setoff and 

recoupment of such parties are expressly preserved, (D) the continued validity of the obligations 

of the United States, the Debtors, or the Reorganized Debtors, as the case may be, under any 

United States grant or cooperative assistance agreement, (E) the Debtors’ or the Reorganized 

Debtors’ obligations arising under federal police or regulatory laws, including, but not limited to, 

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laws relating to the environment, public health or safety, or territorial laws implementing such 

federal legal provisions, including, but not limited to, compliance obligations, requirements 

under consent decrees or judicial orders, and obligations to pay associated administrative, civil, 

or other penalties, and (F) any liability to the United States on the part of any non-debtor. 

Without limiting the foregoing, nothing contained herein or in the Plan shall be deemed (i) to 

determine the tax liability of any Entity, including, but not limited to, the Debtors and the 

Reorganized Debtors and any obligation of the Debtors to pay post-petition interest on any such 

tax liability, (ii) to be binding on the IRS with regard to the federal tax liabilities, tax status, or 

tax filing and withholding obligations of any Entity, including, but not limited to, the Debtors 

and the Reorganized Debtors, (iii) to release, satisfy, discharge, or enjoin the collection of any 

claim of the IRS against any Entity other than the Debtors and the Reorganized Debtors, and (iv) 

to grant any relief to any Entity that the Court is prohibited from granting by the Declaratory 

Judgment Act, 28 U.S.C. § 2201(a), or the Tax Anti-Injunction Act, 26 U.S.C. § 7421(a). 

(f) Underwriter Actions. Notwithstanding anything contained herein or in the Plan to 

the contrary, including, without limitation, sections 92.2, 92.3, and 92.11 of the Plan, except as 

may be precluded pursuant to the provisions of PROMESA, nothing in the Plan, the 

Confirmation Order, or any Plan-related document set forth in the Plan Supplement is intended, 

nor shall it be construed, to impair, alter, modify, diminish, prohibit, bar, restrain, enjoin, release, 

reduce, eliminate, or limit the rights of the plaintiffs and defendants, including, without 

limitation, the parties to the Underwriter Actions, from asserting their respective rights, claims, 

causes of action and defenses in the Underwriter Actions, including, but not limited to, any 

Claims, defenses, Causes of Action, and rights of setoff or recoupment (to the extent available), 

or any rights to allocate responsibility or liability or any other basis for the reduction of (or credit 

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against) any judgment in connection with the Underwriter Actions (collectively, the “Defensive 

Rights”); provided, however, that, for the avoidance of doubt, in no event shall any Defensive 

Rights be used to obtain or result in the affirmative payment of money or the affirmative delivery 

of property to any plaintiff, defendant and, to the extent named, third-party defendant by any of 

the CW Entities in connection with an Underwriter Action; and, provided, further, that, no party 

in the Underwriter Actions, including, without limitation, plaintiffs, defendants, and, to the 

extent named, third-party defendants, shall be permitted to assert: (i) against the Debtors or the 

Reorganized Debtors any Claim or Cause of Action for purposes of obtaining an affirmative 

monetary recovery that otherwise is barred or discharged pursuant to the Bar Date Orders, the

Plan, and/or this Confirmation Order; and/or (ii) against any of the CW Entities any Claims or 

counterclaims for purposes of obtaining an affirmative monetary recovery, including, without 

limitation, for indemnification, contribution, reimbursement, setoff, or similar theories to the 

extent asserted for purposes of obtaining an affirmative monetary recovery, which Claims or 

counterclaims shall be deemed disallowed, barred, released, and discharged in accordance with 

the terms and provisions of the Plan and the Confirmation Order; and provided, further, that, for 

the avoidance of doubt, nothing in this decretal paragraph 56(f) is intended, nor shall it be 

construed, to prohibit, preclude, bar, modify, or limit in any way the ability of any defendant in 

any Underwriter Action to assert Defensive Rights for the purpose of reducing, eliminating, or 

limiting the amount of any liability or judgment in any Underwriter Action. The parties in the 

Underwriter Actions shall be permanently barred, enjoined, and restrained from commencing, 

prosecuting, or asserting against any of the CW Entities any Claims or counterclaims for 

purposes of obtaining an affirmative monetary recovery, including, without limitation, 

indemnification, contribution, reimbursement, setoff or similar theories, to the extent asserted for 

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purposes of obtaining an affirmative monetary recovery, based upon, arising from, or related to 

the Underwriter Actions, whether or not such Claim or counterclaim is or can be asserted in a 

court, an arbitration, an administrative agency or forum, or in any other manner.

(g) Quest Litigation. Notwithstanding anything contained herein or in the Plan to the 

contrary, nothing in the Plan, the Confirmation Order or any Plan-related document set forth in 

the Plan Supplement is intended, nor shall it be construed, to impair, alter, modify, diminish, 

prohibit, bar, restrain, enjoin, release, reduce, eliminate or limit the right of the Quest 

Diagnostics of Puerto Rico, Inc. (“Quest”) (1) from asserting its respective rights, claims, causes 

of action and defenses in the avoidance action brought against it, including, but not limited to, 

any Claims, defenses, Causes of Action, and rights of setoff or recoupment, or any rights to 

allocate responsibility or liability or any other basis for the reduction of (or credit against) any 

judgment (the “Quest Rights”); provided, however, that, for the avoidance of doubt, in no event 

shall any Quest Rights be used to obtain or result in the affirmative payment of money or the 

affirmative delivery of property by any of the Debtors to Quest in connection with the merits of 

its avoidance action, and (2) to file and receive payment on any Claim it has pursuant to section 

502(h) of the Bankruptcy Code and Bankruptcy Rule 3002(c)(3); provided, however, that any 

such Claims would constitute a CW General Unsecured Claim and be treated in accordance with 

the terms and provisions of article LXII of the Plan. 

57. Releases by the Debtors and Reorganized Debtors. Except as otherwise expressly 

provided in the Plan or this Confirmation Order, on the Effective Date, and for good and 

valuable consideration, each of the Debtors and Reorganized Debtors, the Disbursing Agent and 

each of the Debtors’ and Reorganized Debtors’ Related Persons shall be deemed to have and 

hereby does irrevocably and unconditionally, fully, finally, and forever waive, release, acquit, 

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and discharge the Released Parties from any and all Claims or Causes of Action that the Debtors, 

Reorganized Debtors, and the Disbursing Agent, or any of them, or anyone claiming through 

them, on their behalf or for their benefit, have or may have or claim to have, now or in the future, 

against any Released Party that are Released Claims.

58. Release and Exculpation Provisions. Except as otherwise provided in this 

Confirmation Order, all release and exculpation provisions, including, but not limited to, those 

contained in article XCII of the Plan, are approved and shall be effective and binding on all 

Entities, to the extent provided therein.

59. Injunction on Claims. Except as otherwise expressly provided in section 

92.11 of the Plan, this Confirmation Order, or such other Final Order of the Title III Court 

that is applicable, all Entities who have held, hold, or in the future hold Claims or any 

other debt or liability that is discharged or released pursuant to section 92.2 of the Plan or 

who have held, hold, or in the future hold Claims or any other debt or liability discharged 

or released pursuant to section 92.2 of the Plan are permanently enjoined, from and after 

the Effective Date, from (a) commencing or continuing, directly or indirectly, in any 

manner, any action or other proceeding (including, without limitation, any judicial, 

arbitral, administrative, or other proceeding) of any kind on any such Claim or other debt 

or liability discharged pursuant to the Plan against any of the Released Parties or any of 

their respective assets or property, (b) the enforcement, attachment, collection or recovery 

by any manner or means of any judgment, award, decree, or order against any of the 

Released Parties or any of their respective assets or property on account of any Claim or 

other debt or liability discharged pursuant to the Plan, (c) creating, perfecting, or enforcing 

any encumbrance of any kind against any of the Released Parties or any of their respective 

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assets or property on account of any Claim or other debt or liability discharged pursuant 

to the Plan, and (d) except to the extent provided, permitted or preserved by sections 553, 

555, 556, 559, or 560 of the Bankruptcy Code or pursuant to the common law right of 

recoupment, asserting any right of setoff, subrogation, or recoupment of any kind against 

any obligation due from any of the Released Parties or any of their respective assets or 

property, with respect to any such Claim or other debt or liability discharged pursuant to 

the Plan. Such injunction shall extend to all successors and assigns of the Released Parties 

and their respective assets and property. Notwithstanding the foregoing, without prejudice 

to the exculpation rights set forth in section 92.7 of the Plan and decretal paragraph 61 

hereof, nothing contained in the Plan or this Confirmation Order is intended, nor shall it 

be construed, to be a non-consensual third-party release of the PSA Creditors, AFSCME, 

and of their respective Related Persons by Creditors of the Debtors. 

60. Injunction Related to Releases. As of the Effective Date, all Entities that 

hold, have held, or in the future hold a Released Claim released pursuant to section 92.5 of 

the Plan, are, and shall be, permanently, forever and completely stayed, restrained, 

prohibited, barred, and enjoined from taking any of the following actions, whether directly 

or indirectly, derivatively or otherwise, on account of or based on the subject matter of 

such discharged Released Claims: (i) commencing, conducting or continuing in any 

manner, directly or indirectly, any suit, action, or other proceeding (including, without 

limitation, any judicial, arbitral, administrative or other proceeding) in any forum; (ii) 

enforcing, attaching (including, without limitation any prejudgment attachment), 

collecting, or in any way seeking to recover any judgment, award, decree, or other order; 

(iii) creating, perfecting or in any way enforcing in any matter, directly or indirectly, any 

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Lien; (iv) setting off, seeking reimbursement or contributions from, or subrogation against, 

or otherwise recouping in any manner, directly or indirectly, any amount against any 

liability or obligation owed to any Entity released under decretal paragraph 57 of this 

Confirmation Order and section 92.5 of the Plan; and (v) commencing or continuing in any 

manner, in any place or any judicial, arbitration, or administrative proceeding in any 

forum, that does not comply with or is inconsistent with the provisions of the Plan or this 

Confirmation Order. For the avoidance of doubt, the following stipulations will terminate 

upon the entry of this Confirmation Order: the Fourth Amended Stipulation Between the 

Commonwealth of Puerto Rico and the Puerto Rico Highways and Transportation Authority 

Regarding the Tolling of Statute of Limitations and Consent Order (Docket Entry No. 15854), 

as amended; and the Fourth Amended Stipulation and Consent Order Between Title III 

Debtors (Other Than COFINA) and the Puerto Rico Fiscal Agency and Financial Advisory 

Authority Acting on Behalf of the Governmental Entities Listed on Exhibit “B” Regarding the 

Tolling of Statute of Limitations (Docket Entry No. 17394), as amended.

61. Exculpation. 

(a) Government Parties: The Oversight Board, AAFAF, the Debtors, and each of 

their respective Related Persons, solely acting in its capacity as such at any time up to and 

including the Effective Date, shall not have or incur through the Effective Date any liability to 

any Entity for any act taken or omitted to be taken in connection with the Title III Cases, the 

formulation, preparation, dissemination, implementation, confirmation or approval of the Plan or 

any compromises or settlements contained therein, the Disclosure Statement, or any contract, 

instrument, release or other agreement or document provided for or contemplated in connection 

with the consummation of the transactions set forth in the Plan; provided, however, that the 

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foregoing provisions of this subparagraph (a) or section 92.7 of the Plan shall not affect the 

liability of any Entity that otherwise would result from any such act or omission to the extent that 

such act or omission is determined in a Final Order to have constituted intentional fraud or 

willful misconduct. Nothing in this subparagraph (a) or section 92.7(a) of the Plan shall 

prejudice the right of any of the Government Parties, and the Government Parties’ officers and 

directors serving at any time up to and including the Effective Date, and each of their respective 

professionals to assert reliance upon advice of counsel as a defense with respect to their duties 

and responsibilities under the Plan.

(b) PSA Creditors: Each of the PSA Creditors solely in its capacity as a party to the 

GO/PBA Plan Support Agreement, the PRIFA Plan Support Agreement, and/or the HTA/CCDA 

Plan Support Agreement and a Creditor and/or insurer, as applicable, from the relevant Petition 

Date up to and including the Effective Date and each of their respective Related Persons shall not 

have or incur any liability to any Entity for any act taken or omitted to be taken in connection 

with the Title III Cases, or the mediation, negotiation, formation, preparation, dissemination, 

implementation, acceptance, confirmation or approval of the Plan or any compromises or 

settlements contained therein, the Disclosure Statement, the GO/PBA Plan Support Agreement,

the PRIFA Plan Support Agreement, the HTA/CCDA Plan Support Agreement, the Definitive 

Documents, or any other contract, instrument, release or other agreement or document provided 

for or contemplated in connection with the consummation of the transactions set forth in the 

Plan; provided, however, that the foregoing provisions of this subparagraph (b) and section 

92.7(b) of the Plan shall not affect the liability of any Entity that otherwise would result from any 

such act or omission to the extent that such act or omission is determined in a Final Order to 

have constituted intentional fraud or willful misconduct.

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(c) Retiree Committee: Each of the members of the Retiree Committee, solely in its 

capacity as a member of the Retiree Committee and a Creditor, as applicable, from the relevant

Petition Date up to and including the Effective Date and each of the Retiree Committee’s Related 

Persons shall not have or incur through the Effective Date any liability to any Entity for any act 

taken or omitted to be taken in connection with the Title III Cases, the formation, preparation, 

dissemination, implementation, confirmation, or approval of the Plan or any compromises or 

settlements contained therein, the Disclosure Statement, the Retiree Committee Plan Support 

Agreement, or any contract, instrument, release or other agreement or document provided for or 

contemplated in connection with the consummation of the transactions set forth in the Plan and 

the Retiree Committee Plan Support Agreement; provided, however, that, notwithstanding the 

foregoing exculpation, in the event that litigation is commenced against a member of the Retiree 

Committee with respect to the aforementioned actions, such member shall be reimbursed for 

reasonable attorneys’ fees and expenses incurred in defense thereof and indemnified for any 

damages awarded, in each case, by the Commonwealth, pursuant to a Final Order; and, provided, 

however, that, the foregoing provisions of this subparagraph (c) and section 92.7(c) of the Plan 

shall not affect the liability of any Entity that otherwise would result from any such act or 

omission to the extent that such act or omission is determined in a Final Order to have 

constituted intentional fraud or willful misconduct.

(d) Creditors’ Committee: Each of the members of the Creditors’ Committee, solely 

in its capacity as a member of the Creditors’ Committee, and the Creditors’ Committee, from the 

relevant Petition Date up to and including the Effective Date and each of the Creditors’ 

Committee’s Related Persons shall not have or incur any liability to any Entity for any act taken 

or omitted to be taken in connection with the Title III Cases, the formation, preparation, 

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dissemination, implementation, confirmation, or approval of the Plan or any compromises or 

settlements contained therein, the Disclosure Statement, or any contract, instrument, release, or 

other agreement or document provided for or contemplated in connection with the consummation 

of the transactions set forth in the Plan; provided, however, that, notwithstanding the foregoing 

exculpation, in the event that litigation is commenced against a member of the Creditors 

Committee with respect to the aforementioned actions, such member shall be reimbursed for 

reasonable attorneys’ fees and expenses incurred in defense thereof and indemnified for any 

damages awarded, in each case, by the Commonwealth, pursuant to a Final Order; and, provided, 

however, that, the foregoing provisions of this subparagraph (d) and section 92.7(d) of the Plan 

shall not affect the liability of any Entity that would otherwise result from any such act or 

omission to the extent such act or omission is determined in a Final Order to have constituted 

intentional fraud or willful misconduct.

(e) AFSCME: AFSCME, solely in its capacity as a party to the AFSCME Plan 

Support Agreement and a Creditor, as applicable, from the relevant Petition Date up to and 

including the Effective Date, and each of its respective Related Persons shall not have or incur 

through the Effective Date any liability to any Entity for any act taken or omitted to be taken in 

connection with the Title III Cases, the formation, preparation, dissemination, implementation, 

confirmation, or approval of the Plan or any compromises or settlements contained therein, the 

Disclosure Statement, the AFSCME Plan Support Agreement, or any contract, instrument, 

release or other agreement or document provided for or contemplated in connection with the 

consummation of the transaction set forth in the Plan and the AFSCME Plan Support Agreement; 

provided, however, that, the foregoing provisions of this subparagraph (e) and section 92.7(e) of 

the Plan shall not affect the liability of any Entity that otherwise would result from any such act 

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or omission to the extent that such act or omission is determined in a Final Order to have 

constituted intentional fraud or willful misconduct. 

(f) Monoline Insurers: Ambac, Assured, FGIC, National, Syncora, and their Related 

Persons shall not have or incur any liability to any Entity for any act taken or omitted to be taken 

consistent with the Plan or in connection with the formulation, preparation, dissemination, 

implementation, acceptance, confirmation, or approval of the Plan, including, without limitation, 

in connection with the treatment of Ambac Insured Bond Claims, Assured Insured Bond Claims, 

FGIC Insured Bond Claims, National Insured Bond Claims, or Syncora Insured Bond Claims, 

the voting procedures, the election procedures, and any release of obligations under the 

applicable Ambac Insurance Policies, Assured Insurance Policies, FGIC Insurance Policies, 

National Insurance Policies, or Syncora Insurance Policies: provided, however, that, 

notwithstanding anything contained in this Confirmation Order or the Plan to the contrary, the 

terms and provisions of the Plan and this Confirmation Order shall not, and shall not be 

construed to, release or exculpate, with respect to any beneficial holder of Ambac Insured Bonds, 

Assured Insured Bonds, FGIC Insured Bonds, National Insured Bonds, or Syncora Insured 

Bonds any payment obligation under the applicable Ambac Insurance Policy, Assured Insurance 

Policy, FGIC Insurance Policy, National Insurance Policy, or Syncora Insurance Policy in 

accordance with its terms solely to the extent of any failure of such holder to receive the Ambac 

Commutation Treatment, Assured Treatment, FGIC Treatment, National Treatment, or Syncora 

Treatment, as applicable (or any claims that Ambac, Assured, FGIC, National, or Syncora may 

have against a beneficial holder of respective insured bonds with respect to Ambac’s, Assured’s, 

FGIC’s, National’s or Syncora’s applicable obligations under the Ambac Insurance Policies, 

Assured Insurance Policies, National Insurance Policies, or Syncora Insurance Policies, as 

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applicable); provided, however, that the foregoing provisions of this subparagraph (f) and section 

92.7(f) of the Plan shall not affect the liability of any Entity that otherwise would result from any 

such act or omission to the extent that such act or omission is determined, pursuant to a Final 

Order, to have constituted intentional fraud or willful misconduct.

(g) The DRA Parties: Each of the GDB Debt Recovery Authority (“DRA”), 

AmeriNational Community Services LLC (the “Servicer”), as servicer for the DRA, and CantorKatz Collateral Monitor LLC (the “Collateral Monitor”), as collateral monitor for Wilmington 

Trust N.A. (collectively, the “DRA Parties”), from the Petition Date up to and including the 

Effective Date and each of the DRA Parties, respective predecessors, successors and assigns 

(whether by operation of law or otherwise), and their respective financial advisors, attorneys, 

accountants, consultants, agents, and professionals, or other representatives, each acting in such 

capacity, and any Entity acting for or on behalf of any of them, in each case, solely to the extent 

acting in such capacity, shall not have or incur any liability to any Entity for any act taken or 

omitted to be taken in connection with the Title III Cases, mediation, the negotiation, formation, 

preparation, dissemination, implementation, confirmation or approval of the Plan or any 

compromises or settlements contained therein, the Disclosure Statement, the Stipulation in 

Connection with DRA Related Disputes, dated as of November 5, 2021, by and among the 

Oversight Board, as representative of the Debtors and HTA, the Servicer, and the Collateral 

Monitor (Docket Entry No. 19100 Ex. A), or any contract, instrument, release or other agreement 

or document provided for or contemplated in connection with the consummation of the 

transactions set forth in the Plan; provided, however, that, the foregoing provisions of this 

subparagraph (g) shall not affect the liability of any Entity that would otherwise result from any 

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such act or omission to the extent such act or omission is determined in a Final Order to have 

constituted intentional fraud or willful misconduct. 

62. Maintenance of Pension System. Before the tenth (10th) anniversary of the 

Effective Date, the Government of the Commonwealth of Puerto Rico, including, without 

limitation, by any Entity or Person acting for or on behalf thereof, shall not (a) implement 

existing legislation or enact new legislation to create or increase any defined benefit pension 

payment or obligation to current or future retirees from or related to any defined benefit plans 

over the benefits provided by the Plan, regardless of funding source, or (b) undo (in whole or 

part) the Plan’s eliminations of defined benefit plan accruals and cost of living adjustments for 

government employees; provided, however, that the Governor and Legislature, subsequent to 

termination of the Oversight Board, may apply to the Title III Court for relief from this provision 

upon showing (i) the need therefor, (ii) the affordability of the requested changes, (iii) the 

reasons why the requested changes will not create a risk of the financial distress caused by the 

Commonwealth’s prior defined benefit plans under which the Commonwealth and other 

governmental employers accrued nearly $55 billion of unfunded pension obligations, (iv) the 

means of funding the requested changes and reasons why there is little risk of such funding not 

being carried out, (v) the reasons why the requested changes will not create a material risk of 

defaults on any of the then outstanding obligations pursuant to the Plan, and (vi) the reasons why 

the defined contribution plans are insufficient and defined benefit plans are both prudent and 

required; and, provided, however, that, prior to the termination of the Oversight Board, the 

Oversight Board shall not reduce any defined benefit pension payment or obligation to current or 

future retirees from the benefits provided by the Plan. 

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63. Appointments Related Litigation/Uniformity Litigation. Notwithstanding 

anything contained herein or the Plan to the contrary, in the event that a Final Order is entered in 

connection with the Appointments Related Litigation or the Uniformity Litigation subsequent to 

entry of this Confirmation Order, in consideration of the distributions made, to be made, or 

deemed to be made in accordance with the terms and provisions of the Plan and documents and 

instruments related hereto, and all Creditors or such other Entities receiving, or deemed to have 

received, distributions pursuant to or as a result of the Plan or this Confirmation Order having

consented and agreed, such Final Order shall not in any way or manner reverse, affect or 

otherwise modify the transactions contemplated in the Plan and this Confirmation Order,

including, without limitation, the releases, exculpations and injunctions provided pursuant to 

article XCII of the Plan and herein; provided, however, that, to the extent that a plaintiff in the 

Appointments Related Litigation or the Uniformity Litigation is a party to any of the GO/PBA 

Plan Support Agreement, the HTA/CCDA Plan Support Agreement, the PRIFA Plan Support 

Agreement, or the ERS Stipulation, within five (5) Business Days of the Effective Date, such 

plaintiff shall take any and all actions to dismiss, with prejudice or, in the event other plaintiffs 

are party to such litigations, withdraw from, with prejudice, such Appointments Related 

Litigation or Uniformity Litigation, as the case may be, including, without limitation, filing 

notices with the clerk of the court having jurisdiction thereof.

64. Bar Order. To the limited extent provided in the Plan, each and every Entity 

is permanently enjoined, barred and restrained from instituting, prosecuting, pursuing, or 

litigating in any manner any and all Claims, demands, rights, liabilities, or causes of action 

of any and every kind, character or nature whatsoever, in law or in equity, known or 

unknown, direct or derivative, whether asserted or unasserted, against any of the Released 

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Parties, based upon, related to, or arising out of or in connection with any of the Released 

Claims, confirmation and consummation of the Plan, the negotiation and consummation of 

the GO/PBA Plan Support Agreement, HTA/CCDA Plan Support Agreement, PRIFA Plan 

Support Agreement, AFSCME Plan Support Agreement, the Retiree Committee Plan 

Support Agreement, or any claim, act, fact, transaction, occurrence, statement, or omission 

in connection with or alleged or that could have been alleged in the Title III Cases, 

including, without limitation, any such claim, demand, right, liability, or cause of action for 

indemnification, contribution, or any other basis in law or equity for damages, costs, or fees 

incurred arising directly or indirectly from or otherwise relating to the Title III Cases, 

either directly or indirectly by any Person for the direct or indirect benefit of any Released 

Party arising from or related to the claims, acts, facts, transactions, occurrences, 

statements, or omissions that are, could have been or may be alleged in the related actions 

or any other action brought or that might be brought by, through, on behalf of, or for the 

benefit of any of the Released Parties (whether arising under federal, state, or foreign law, 

and regardless of where asserted); provided, however, that, without prejudice to the 

exculpation rights set forth in section 92.7 of the Plan and decretal paragraph 61 hereof, 

nothing contained in the Plan or this Confirmation Order is intended, nor shall it be 

construed, to be a non-consensual third-party release of the PSA Creditors, AFSCME, and 

of their respective Related Persons by Creditors of the Debtors.

65. Supplemental Injunction. Notwithstanding anything contained herein or in 

the Plan to the contrary, except to the limited extent provided in the Plan, all Entities, 

including Entities acting on their behalf, who currently hold or assert, have held or 

asserted, or may hold or assert, or may control by enacting legislation, any Released 

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Claims against any of the Released Parties based upon, attributable to, arising out of or 

relating to the Title III Cases or any Claim against the Debtors, whenever and wherever 

arising or asserted, whether in the United States or anywhere else in the world, whether 

sounding in tort, contract, warranty, statute, or any other theory of law, equity, or 

otherwise, shall be, and shall be deemed to be, permanently stayed, restrained, and 

enjoined from taking any action including enacting legislation against any of the Released 

Parties for the purpose of directly or indirectly collecting, recovering, or receiving any 

payment or recovery with respect to any Released Claims for themselves or other entities,

arising prior to the Effective Date (including prior to the Petition Date), including, but not 

limited to:

(a) Commencing or continuing in any manner any action or other proceeding of 

any kind with respect to any such Released Claim against any of the Released Parties or the 

assets or property of any Released Party; 

(b) Enforcing, attaching, collecting, or recovering, by any manner or means, any 

judgment, award, decree, or order against any of the Released Parties or the assets or 

property of any Released Party with respect to any such Released Claim; 

(c) Creating, perfecting, or enforcing any Lien of any kind against any of the 

Released Parties or the assets or property of any Released Party with respect to any such 

Released Claim; 

(d) Except as otherwise expressly provided in the Plan or this Confirmation 

Order, asserting, implementing, or effectuating any setoff, right of subrogation, indemnity, 

contribution, or recoupment of any kind against any obligation due to any of the Released 

Parties or against the property of any Released Party with respect to any such Released 

Claim; 

(e) Enacting or adopting any statute, law, rule, resolution, or policy to cause, 

directly or indirectly, any Released Party to have liability for any Released Claims; and 

(f) Taking any act, in any manner, in any place whatsoever, that does not 

conform to, or comply with, the provisions of the Plan or this Confirmation Order; 

provided, however, that the Debtors’ compliance with the formal requirements of 

Bankruptcy Rule 3016 shall not constitute an admission that the Plan provides for any 

injunction against conduct not otherwise enjoined under the Bankruptcy Code; 

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provided, however, that, without prejudice to the exculpation rights set forth in section 92.7 

of the Plan and decretal paragraph 61 hereof, nothing contained in the Plan or this 

Confirmation Order is intended, nor shall it be construed, to be a non-consensual thirdparty release of the PSA Creditors, AFSCME, and of their respective Related Persons by 

Creditors of the Debtors. 

66. Term of Existing Injunctions or Stays. Unless otherwise provided in the Plan or 

this Confirmation Order, all injunctions or stays in effect in the Title III Cases (pursuant to 

sections 105, 362, or 922 of the Bankruptcy Code or any order of the Title III Court) and existing 

on the Confirmation Date (excluding any injunctions or stays contained in the Plan or this 

Confirmation Order) shall remain in full force and effect through the Effective Date, except that 

each injunction imposed by a Court order shall remain in effect permanently unless the order 

specifies a termination date or event, in which case, the specification set forth in such order shall 

govern. All injunctions or stays contained in the Plan or this Confirmation Order shall remain in 

full force and effect in accordance with their terms.

67. Prosecution of Claims. Except as settled and released herein, from and after the 

Effective Date, the Avoidance Actions Trustee shall have the exclusive right and power to (a) 

litigate any and all of the Avoidance Actions and (b) compromise and settle such Avoidance 

Actions, upon approval of the Title III Court. The net proceeds of any such litigation or 

settlement (after satisfaction of all costs and expenses incurred in connection therewith) shall be 

transferred to the Avoidance Actions Trust for distribution in accordance with the Plan and the 

Avoidance Actions Trust Agreement.

68. Indemnification and Reimbursement Obligations. For purposes of the Plan, (i) to 

the extent executory in nature, the obligations of the Debtors, including, without limitation, 

directors and officers insurance policies, to indemnify and reimburse its directors or officers that 

were directors or officers, respectively, on or prior to the Commonwealth Petition Date, the ERS 

Petition Date, or the PBA Petition Date, as applicable, shall be deemed assumed as of the 

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Effective Date and (ii) indemnification obligations of the Debtors arising from conduct of 

officers and directors during the period from and after the Commonwealth Petition Date, the 

ERS Petition Date, or the PBA Petition Date, as applicable, shall be Administrative Expense 

Claims.

69. Compliance with Tax Requirements. Any party issuing any instrument or making 

any distribution under the Plan shall comply with all applicable withholding and reporting 

requirements imposed by any United States federal, state, or local tax law or Tax Authority, and 

all distributions under the Plan shall be subject to any such withholding or reporting 

requirements; provided, however, that payments or redemptions made with respect to the CVIs 

shall not be subject to any Commonwealth tax or withholding obligation imposed by the 

Commonwealth now or in the future regardless of whether such payments or redemptions with 

respect to the CVIs may be exempt from the payment of federal or state taxes, including, without 

limitation, the twenty-nine percent (29%) Puerto Rico income tax withholding at source that may 

otherwise be applicable to such payments or redemptions. Except as provided above, each 

holder of an Allowed Claim that is to receive a distribution under the Plan shall have the sole and 

exclusive responsibility for the satisfaction and payment of any Taxes imposed on such holder by 

any governmental unit, including income, withholding and other tax obligations, on account of 

such distribution. Any party issuing any instrument or making any distribution under the Plan 

has the right, but not the obligation, to not make a distribution until such holder has made 

arrangements satisfactory to such issuing or disbursing party for payment of any such 

withholding tax obligations and, if any party issuing any instrument or making any distribution 

under the Plan fails to withhold with respect to any such holder’s distribution, and is later held 

liable for the amount of such withholding, the holder shall reimburse such party. The Disbursing 

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Agent or the trustee of the applicable trust may require, as a condition to the receipt of a 

distribution (including the applicable trust certificates), that the holder complete the appropriate 

Form W-8 or Form W-9, as applicable to each holder. If the holder fails to comply with such a 

request within one year, such distribution shall be deemed an Unclaimed Distribution.

70. Documents and Instruments. Each federal, state, commonwealth, local, foreign, 

or other governmental agency is hereby authorized to accept any and all documents and 

instruments necessary or appropriate to effectuate, implement or consummate the transactions 

contemplated by the Plan and this Confirmation Order.

71. Fiscal Plan. For so long as the Oversight Board is in existence, the Oversight 

Board shall cause the Fiscal Plan in effect on the Effective Date, and any post-Effective Date 

Fiscal Plan certified by the Oversight Board to include provisions requiring the certified budget 

to provide for the payment in each FY of (a) principal and interest payable on the New GO 

Bonds, including, without limitation, sinking fund payments due in such FY, and (b) to the 

extent that the Outperformance Condition is satisfied in the prior FY, any amounts due and 

owing on the CVIs in accordance with the terms of the CVI Indenture.

72. Claims Against the Commonwealth Based on Debt Issued by HTA, CCDA, 

PRIFA, and MBA. The Claims asserted against the Debtors or the Reorganized Debtors based 

on any bonds issued or guaranteed by or loans made to or guaranteed by HTA, CCDA, PRIFA, 

or MBA shall, to the extent allowed, be allowed as a Claim arising prior to the Petition Date and 

classified in Classes 59 through 62 (except Allowed ERS Bond Claims to the extent secured) and 

are hereby discharged and the Debtors and the Reorganized Debtors have no further liability on 

account of such Claims.

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73. GUC Reserve. On and after the Effective Date, the Debtors’ and Reorganized 

Debtors’ liability to holders of Allowed CW General Unsecured Claims shall be limited to 

funding the GUC Reserve in accordance with section 62.3 of the Plan as follows: subject to the 

reductions provided therein, (a) Two Hundred Million Dollars ($200,000,000.00) on the 

Effective Date; (b) One Hundred Million Dollars ($100,000,000.00) on or prior to December 31, 

2022; (c) One Hundred Million Dollars ($100,000,000,00) on or prior to December 31, 2023; (d) 

One Hundred Million Dollars ($100,000,000.00) on or prior to December 31, 2024; and (e)

Seventy-Five Million Dollars ($75,000,000.00) on or prior to December 31, 2025. Upon the 

GUC Reserve being funded by the Commonwealth in accordance with section 62.3 of the Plan, 

the Debtors and Reorganized Debtors shall have no further liability on account of such Allowed 

CW General Unsecured Claims.

74. PROMESA 407 Claims. All Claims reserved by holders of bonds issued by 

HTA, CCDA, PRIFA, or MBA under that certain Findings of Fact, Conclusions of Law, and 

Order Approving the Qualifying Modification for the Government Development Bank for Puerto 

Rico Pursuant to Section 601(m)(1)(D) of the Puerto Rico Oversight, Management, and 

Economic Stability Act, including, without limitation, any claim under section 407 of 

PROMESA, shall be automatically released on the Effective Date with no further notice or 

action.

75. Dairy Producer Claims. Notwithstanding anything contained in the Plan or this 

Confirmation Order to the contrary, (a) nothing contained herein shall adjust, enlarge, 

compromise discharge or otherwise affect the respective parties’ rights or obligations pursuant to 

the Dairy Producer Settlement except with respect to the Commonwealth’s payment obligation 

under the Dairy Producer Settlement, (b) the Commonwealth’s obligation for the regulatory 

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approval accrual set forth decretal paragraph 14 of the Dairy Producer Settlement shall be treated 

and discharged in accordance with the Plan and shall not be recouped by a holder of a Dairy 

Producer Claim from any other source, and (c) the Plan shall not affect the regulatory accrual 

charge being assessed on and paid from the cost of milk pursuant to the Dairy Producer 

Settlement.

76. Eminent Domain/Inverse Condemnation Claims. Notwithstanding anything 

contained in the Plan or this Confirmation Order to the contrary, (a) nothing contained in the 

Plan or this Confirmation Order shall impair or otherwise affect the treatment provided in Class 

54 to holders of Allowed Eminent Domain/Inverse Condemnation Claims, (b) as of the Effective 

Date, and upon the effective date of a Final Order of a court of competent jurisdiction

determining the validity of and amount of just compensation attributable to an Allowed Eminent 

Domain Claim or Allowed Inverse Condemnation Claim, the holder of such a Claim shall be 

entitled to receive, in full consideration, satisfaction, release, and exchange of such holder’s 

unpaid balance of its Allowed Eminent Domain/Inverse Condemnation Claim, in Cash, one 

hundred percent (100%) of such Allowed Eminent Domain/Inverse Condemnation Claim, and 

(c) Allowed Eminent Domain/Inverse Condemnation Claims shall not be treated in any way as 

CW General Unsecured Claims for purposes of distribution. Nothing in the Plan or this 

Confirmation Order shall be construed to prevent any determination of just compensation from 

including, if and to the extent the tribunal deems appropriate, interest on an Allowed Eminent 

Domain/Inverse Condemnation Claim. Notwithstanding the foregoing, in the event that (x) the 

Oversight Board appeals from the Confirmation Order and the Findings of Fact and Conclusions 

of Law regarding the Title III Court’s ruling that Allowed Eminent Domain/Inverse 

Condemnation Claims must be paid in full or otherwise be rendered unimpaired pursuant to the 

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Plan, (y) such appeal is successful, and (z) a Final Order is entered holding that Allowed 

Eminent Domain/Inverse Condemnation Claims may be impaired, subject to the terms and 

provisions of Articles LXXVII and LXXXII of the Plan, each holder of an Allowed Eminent 

Domain/Inverse Condemnation Claim shall be entitled to receive, in full consideration, 

satisfaction, release, and exchange of such holder’s unpaid balance of its Allowed Eminent 

Domain/Inverse Condemnation Claim, and the Reorganized Commonwealth shall make, 

payments, in Cash, in an amount equal to the pro rata payments to be made to holders of 

Allowed CW General Unsecured Claims up to the GUC Recovery Cap.

77. Oversight Board Termination and Post-Confirmation Powers. Neither the Plan 

nor this Confirmation Order shall change the duration of the Oversight Board’s existence set 

forth in section 209 of PROMESA, and neither the Plan nor this Confirmation Order shall alter 

any of the Oversight Board’s powers and duties under each title of PROMESA. Until 

termination of the Oversight Board pursuant to section 209 of PROMESA, the Oversight Board 

may enforce the Plan. At all times, each party in interest may enforce Plan provisions directly 

affecting the party in interest.

78. Post-Confirmation Fiscal Plans and Budgets Remain Subject to Oversight Board’s 

Sole Discretion. Nothing in the Plan and nothing in this Confirmation Order (a) alters the 

powers of the Oversight Board granted by Titles I and II of PROMESA, including its rights in its 

sole discretion, to amend the certified Fiscal Plan and budget in effect on the Effective Date and 

to develop and certify new fiscal plans and budgets at any times, (b) grants the government of 

Puerto Rico any entitlement to any provisions in certified fiscal plans and budgets, and (c) grants 

the government of Puerto Rico any rights and powers barred by section 108(a) of PROMESA.

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79. Government Post-Confirmation Powers and Duties. Upon termination of the 

Oversight Board pursuant to section 209 of PROMESA, the Governor shall enforce the Plan. If 

the Governor fails to enforce a Plan provision directly or indirectly impacting a party in interest 

after being requested to do so by a party in interest, each party in interest that would reasonably 

be prejudiced or injured by lack of enforcement may enforce the Plan provision. At no time 

prior or subsequent to the termination of the Oversight Board shall the Governor or Legislature 

enact, implement, or enforce any statute, resolution, policy, or rule reasonably likely, directly or 

indirectly, to impair the carrying out of the Plan’s payment provisions, covenants, and other 

obligations. Pursuant to section 1142(b) of the Bankruptcy Code, the Governor shall cause the 

executive branch of the Commonwealth government to take all acts necessary for the 

consummation of the Plan. 

80. Legislation Authorizing Plan Debt Shall Not Be Repealed, Changed, Or Negated. 

The Government of Puerto Rico, including without limitation, any Entity or Person acting for or 

on behalf thereof, shall not enact any statute, resolution, policy, or rule that would repeal, 

change, or negate any law currently existing that authorizes debt issued pursuant to the Plan or 

any law pledging the full faith, credit, and taxing power of the Commonwealth to secure debt 

issued pursuant to the Plan.

81. Non-Impairment of CVIs, SUT. Until all obligations with respect to the CVIs 

have been paid or otherwise satisfied in accordance with their terms, the Commonwealth, or any 

Entity or Person acting for or on behalf thereof, shall take no action that would: (a) limit or alter

the rights vested in the Commonwealth in accordance with the Plan and this Confirmation Order

to fulfill the terms of any agreements with the holders of CVIs; (b) impair the rights and 

remedies of the holders of the CVIs; or (c) impair the ability of the holders of the CVIs to track 

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performance of the Measured SUT and the Commonwealth Rum Tax Revenues available for the 

payment of the CVIs in accordance with the terms and provisions of the Plan and as set forth in 

the CVI Indenture; provided, however, that the foregoing shall not preclude the Commonwealth 

from exercising its power, through a valid change in law, to eliminate the Measured SUT, or 

replace the Measured SUT with a Substitute Measured Tax, each in accordance with the CVI 

Indenture.

82. Reversal/Stay/Modification/Vacatur of Order. Except as otherwise provided in 

this Confirmation Order or a subsequent order issued by this Court or a higher court having 

jurisdiction over an appeal of this Confirmation Order or over a certiorari proceeding in respect 

of this Confirmation Order, if any or all of the provisions of this Confirmation Order are 

hereafter reversed, modified, vacated, or stayed by subsequent order of this Court, or any other 

court, such reversal, stay, modification, or vacatur shall not affect the validity or enforceability of 

any act, obligation, indebtedness, liability, priority, or lien incurred or undertaken by the Debtors 

or the Reorganized Debtors, as applicable, prior to the effective date of such reversal, stay, 

modification, or vacatur. Notwithstanding any such reversal, stay, modification, or vacatur of 

this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, or in 

reliance on, this Confirmation Order prior to the effective date of such reversal, stay, 

modification, or vacatur shall be governed in all respect by the provisions of this Confirmation 

Order and the Plan. To the extent not specifically reversed, modified, vacated, or stayed by an 

order of this Court or an appellate court, all existing orders entered in the Title III Cases remain 

in full force and effect.

83. Retention of Jurisdiction. Notwithstanding the entry of this Confirmation Order 

or the occurrence of the Effective Date, subject to the terms and provisions of article XCI of the 

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Plan, and except as otherwise provided in the Plan or herein, pursuant to sections 105, 945(a), 

and 1142(b) of the Bankruptcy Code, for the time necessary for the successful implementation of 

the Plan, this Court shall retain exclusive jurisdiction to the extent it has exclusive subject matter 

jurisdiction, and concurrent jurisdiction to the extent it has concurrent subject matter jurisdiction,

over all matters arising under PROMESA, arising out of, and related to, the Title III Cases to the 

fullest extent legally permissible, including, but not limited to, subject matter jurisdiction over 

the matters set forth in article XCI of the Plan.

84. Conflicts Among Documents. The provisions of the Plan and this Confirmation 

Order shall be construed in a manner consistent with each other so as to effect the purpose of 

each; provided, however, that, in the event of any inconsistency between (a) the Plan or this 

Confirmation Order and (b) the New GO Bond Legislation, the CVI Legislation, or any other 

legislation implementing the Plan or otherwise in any manner, the terms and provisions of the 

Plan or this Confirmation Order, as applicable, shall prevail; and, provided, further, that, in the 

event of any irreconcilable inconsistency between the Plan and this Confirmation Order, the 

documents shall control in the following order of priority: (i) this Confirmation Order, and (ii) 

the Plan; and, provided, further, that, in the event of any inconsistency between this 

Confirmation Order and any other order in the Commonwealth Title III Case, the ERS Title III 

Case, the PBA Title III Case, the terms and provisions of this Confirmation Order shall control; 

and, provided, further, that nothing contained herein is intended, nor shall be construed, to 

modify the economic terms of the Plan.

85. PBA Leases. Notwithstanding anything contained herein or in the Plan to the 

contrary, each of the Unexpired Leases to which PBA is a party (collectively, the “PBA Leases”) 

shall be deemed rejected effective upon the earliest to occur of (a) June 30, 2022, (b) the date 

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upon which such PBA Lease expires in accordance with its terms, (c) the date upon which PBA 

enters into a new or amended lease with respect to the leased property subject to such PBA 

Lease, (d) such other date of which PBA, as lessor, provides written notice to the counterparty to 

a PBA Lease, and (e) the date upon which AAFAF, on behalf of the Commonwealth or any 

Commonwealth agency, public corporation or instrumentality, that is a counterparty, as lessee, 

with respect to a PBA Lease, provides written notice to PBA that such PBA Lease is rejected (in 

each case, the earliest of (a) through (e), the “PBA Rejection Date”); provided, however, that, 

during the period from the Effective Date up to, but not including, the applicable PBA Rejection 

Date, with respect to any PBA Lease between PBA, as lessor, and the Commonwealth or any 

Commonwealth agency, public corporation or instrumentality, as lessee, monthly lease payments 

shall be limited to the lower of (y) the amount budgeted and approved pursuant to a certified 

Fiscal Plan and (z) the monthly costs and expenses associated with the applicable leased 

property; and, provided, further, that any accruals on the books of PBA or any of the 

Commonwealth or an agency, public corporation, or instrumentality of the Commonwealth as 

counterparty to a PBA Lease for the unpaid debt service component of rent under any PBA 

Lease shall be deemed released, settled, and discharged as of the PBA Rejection Date.

86. Modifications. The modifications to the Seventh Amended Plan, as set forth in 

the Plan, do not adversely change the treatment of the Claim of any Creditor that accepted the 

Seventh Amended Plan and all such Creditors shall be deemed to have accepted the Plan. Before 

substantial consummation of the Plan, the Oversight Board may modify the Plan at any time after 

entry of this Confirmation Order, subject to any limitations set forth in the Plan (including 

consent rights) and any stipulation approved by this Court in connection with the Plan; provided, 

however, that the circumstances warrant such modification and the Court, after notice and a 

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hearing, confirms such modified plan under the applicable legal requirements. For the avoidance 

of doubt, the Plan shall not be modified except in accordance with Bankruptcy Code section 942

and the terms of this Confirmation Order.

87. Asserted Surety Claims. Notwithstanding anything contained in the Plan to the 

contrary, to the extent that the Claim of a surety against any of the Debtors is determined to be a 

secured claim and allowed in whole or in part, by Final Order, or by operation of section 502(a) 

of the Bankruptcy Code following the expiration of the period to object to any such Claim in 

accordance with the provisions of section 82.1 of the Plan, such Claim shall be paid in full, in 

Cash; provided, however, that, in the event some or all of any such Claim is determined to be an 

unsecured claim and allowed in whole or in part, by Final Order, such Claim shall be treated in 

accordance with the provisions of section 17.1, 62.1 or 70.1 of the Plan, as the case may be. 

88. Identification of Additional Retail Investors / Retail Support Fee. Within five (5) 

Business Days of the date hereof, the Oversight Board shall cause the Balloting Agent to 

distribute, by mail, electronic mail, or such other means customary, the form of Certification 

Notice annexed hereto as Exhibit E (the “Certification Notice”) to all known holders, by and 

through their respective Nominee(s), of (a) Vintage PBA Bond Claims, (b) 2011 PBA Bond 

Claims, (c) 2012 PBA Bond Claims, (d) Vintage CW Bond Claims, (e) 2011 CW Bond Claims, 

(f) 2011 CW Series D/E/PIB Bond Claims, (g) 2012 CW Bond Claims, and (h) 2014 CW Bond 

Claims (collectively, the “Bonds”) who did not submit a vote that was not otherwise revoked by 

such holder pursuant to the procedures set forth in the Disclosure Statement Order on or before 

6:00 p.m. (Atlantic Standard Time) on October 18, 2021.

a. The record date to determine which beneficial owners of the Bonds (collectively, 

the “Beneficial Owners”) are entitled to receive the Certification Notice and make 

the Certification (as defined below) shall be 6:00 p.m. (Atlantic Standard Time) 

on October 18, 2021 (the “Certification Record Date”).

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b. Promptly upon receipt of a Certification Notice, each Nominee (or such 

Nominee’s agent) shall distribute such Certification Notice to the Beneficial 

Owners eligible as of the Certification Record Date pursuant to such Nominee’s 

(or such Nominee’s agent’s) customary practices for conveying such information.

c. If it is a Nominee’s (or such Nominee’s agent’s) customary and accepted business

practice to forward the Certification Notice to (and collect Certifications from) 

Beneficial Owners by information form, email, telephone, or other customary 

means of communications, as applicable, the Nominee (or such Nominee’s agent) 

shall employ such method of communication in lieu of sending a paper copy of 

the Certification Notice to Beneficial Owners; provided, however, that if the 

Nominee’s (or such Nominee’s agent’s) customary internal practice is to provide 

to Beneficial Owners an electronic link to the Certification Notice, the Nominee 

(or such Nominee’s agent) may follow such customary practice in lieu of 

forwarding paper copies of the Certification Notice to Beneficial Owners. 

d. The Oversight Board shall cause the Balloting Agent to provide Beneficial 

Owners of the Bonds as of the Certification Record Date a frozen “user CUSIP” 

(or similarly appropriate non-tradeable identifier) for the purpose of making the 

Certification.

e. Each Beneficial Owner of the Bonds who certifies that it is an individual who 

held the Bonds as of the Certification Record Date in the aggregate outstanding 

principal amount of One Million Dollars ($1,000,000.00) or less in one or more

brokerage account(s), trust account(s), custodial account(s), or separately 

managed account(s) (the “Certification”) pursuant to the procedures set forth in 

this decretal paragraph 88 hereof shall be deemed a Retail Investor for purposes 

of distributions to be made pursuant to the Plan, and shall receive a distribution of 

the Retail Support Fee through the “user CUSIP” in accordance with the terms 

and provisions of the Plan.

f. Beneficial Owners of the Bonds must deliver their certification instructions to (or 

otherwise coordinate with) their Nominee according to the instructions in the 

Certification Notice in sufficient time for the Nominee to effectuate the Beneficial 

Owner’s Certification through The Depository Trust Company’s (“DTC”) 

Automated Tender Offer Program (“ATOP”) in accordance with the procedures 

of DTC and be received on ATOP by 6:00 p.m. (Atlantic Standard Time) on the 

first Business Day thirty (30) days from and after the date hereof (the 

“Certification Deadline”);10 provided, however, that any holder who has executed, 

completed, and delivered through ATOP in accordance with the procedures of 

DTC its Certification may revoke such Certification and withdraw any securities 

that have been tendered with respect to a Certification through ATOP in 

accordance with the procedures of DTC on or before the Certification Deadline.

10 6:00 PM (Atlantic Standard Time) is equivalent to 5:00 PM (Eastern Standard Time).

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g. All securities that are tendered with respect to a Certification shall be restricted 

from further trading or transfer through the Effective Date of the Plan.

89. Provisions of Plan and Order Nonseverable and Mutually Dependent. The 

provisions of the Plan and this Confirmation Order, including the findings of fact and 

conclusions of law set forth in the Findings of Fact and Conclusions of Law, are nonseverable 

and mutually dependent.

90. Governing Law. Except to the extent that other federal law is applicable, or to the 

extent that an exhibit to the Plan or any document to be entered into in connection with the Plan 

provides otherwise, the rights, duties, and obligations arising under the Plan shall be governed 

by, and construed and enforced in accordance with, PROMESA (including the provisions of the 

Bankruptcy Code made applicable under section 301 of PROMESA) and, to the extent not 

inconsistent therewith, the laws of the Commonwealth of Puerto Rico giving effect to principles 

of conflicts of laws.

91. PFC Reservation. Neither the Plan nor this Confirmation Order determine, affect,

or limit any claims or rights U.S. Bank Trust National Association and U.S. Bank National

Association, as Trustee for bonds issued by PFC, may have against GDB, DRA, or the 

GDB/PET, including, without limitation, claims and rights in respect of letters of credit.

92. Applicable Nonbankruptcy Law. Pursuant to section 1123(a) of the Bankruptcy 

Code, as applicable to the Title III Cases pursuant to section 301(a) of PROMESA, the 

provisions of this Confirmation Order and the Plan shall apply and be enforceable 

notwithstanding any otherwise applicable nonbankruptcy law. The documents contained in the 

Plan Supplement and such other documents necessary or convenient to implement the provisions 

of this Confirmation Order and the Plan (as such documents may be further, amended, 

supplemented, or modified and filed with the Court on or prior to the Effective Date), including, 

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without limitation, the New GO Bonds, the New GO Bonds Indenture, the GO CVIs, the GO 

CVI Indenture, the Clawback CVIs, the Clawback CVI Indenture, and the Avoidance Actions 

Trust Agreement, provide adequate means for implementation of the Plan pursuant to section 

1123(a)(5) of the Bankruptcy Code and, as of the occurrence of the Effective Date, shall 

constitute legal, valid, and binding obligations of the Debtors, as applicable, and valid provisions

to pay and to secure payment of the New GO Bonds, the GO CVIs, and the Clawback CVIs, as 

applicable, pursuant to section 944(b)(3) of the Bankruptcy Code, and be enforceable in 

accordance with their terms.

93. Waiver of Filings. Any requirement pursuant to Bankruptcy Rule 1007 obligating 

the Debtors to file any list, schedule, or statement with the Court or the Office of the U.S. 

Trustee is hereby waived as to any such list, schedule, or statement not filed as of the Effective 

Date.

94. Notice of Order. In accordance with Bankruptcy Rules 2002 and 3020(c), as soon 

as reasonably practicable after the Effective Date, the Debtors shall serve notice of the entry of 

this Confirmation Order and the occurrence of the Effective Date, substantially in the form 

attached as Exhibit B hereto, to all parties who hold a Claim in the Commonwealth Title III 

Case, the ERS Title III Case, the HTA Title III Case, and the PBA Title III Case, as well as the 

Creditors’ Committee, the Retiree Committee, the U.S. Trustee, any party filing a notice 

pursuant to Bankruptcy Rule 2002, the Securities and Exchange Commission, the Internal 

Revenue Service, and the United States Attorney for the District of Puerto Rico. Such notice is 

hereby approved in all respects and shall be deemed good and sufficient notice of entry of this 

Confirmation Order.

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95. No Waiver. The failure to specifically include any particular provision of the 

Plan in this Confirmation Order shall not diminish the effectiveness of such provision nor 

constitute a waiver thereof, it being the intent of this Court that the Plan is confirmed in its 

entirety and incorporated herein by this reference. 

SO ORDERED.

Dated: January 18, 2022

 /s/ Laura Taylor Swain

LAURA TAYLOR SWAIN

United States District Judge

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