221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 1

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.,

1

Debtors.

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY,

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

ORDER AND JUDGMENT CONFIRMING MODIFIED FIFTH AMENDED TITLE III

PLAN OF ADJUSTMENT OF THE PUERTO RICO HIGHWAYS AND TRANSPORTATION 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 HTA Plan ........................................................................................... 4

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

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

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

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

6. Dismissal of GO/Clawback Litigation.............................................................................. 10

7. Implementation of the HTA Plan...................................................................................... 10

8. Enforceability of New Debt Instruments.......................................................................... 11

9. HTA Avoidance Actions................................................................................................... 11

10. Funding, Costs, and Expenses of the Avoidance Actions Trust....................................... 12

11. Indemnification of Avoidance Actions Trustee and Board .............................................. 13

12. No Action.......................................................................................................................... 14

13. Government Action........................................................................................................... 14

14. Oversight Board Consent Pursuant to Section 305 of PROMESA................................... 15

15. Binding Effect................................................................................................................... 15

16. Cancellation of Notes, Instruments, Certificates, and Other Documents......................... 16

17. Rejection or Assumption of Remaining Executory Contracts and Unexpired 

Leases................................................................................................................................ 18

18. Insurance Policies............................................................................................................. 19

19. Rejection Damages Claims............................................................................................... 19

20. Payment of Cure Amounts................................................................................................ 20

21. Setoff................................................................................................................................. 20

22. Delivery of Distributions .................................................................................................. 21

23. Disbursing Agent .............................................................................................................. 28

24. Payment of Trustee Fees and Expenses............................................................................ 28

25. Securities Laws Exemption............................................................................................... 29

26. Acceleration of Insured Bonds.......................................................................................... 30

27. Disputed Claims Reconciliation ....................................................................................... 31

28. Disputed Claims Holdback ............................................................................................... 33

29. No Amendments to Proofs of Claim................................................................................. 33

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221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 2

30. Conditions to HTA Effective Date ................................................................................... 34

31. Administrative Claim Bar Date ........................................................................................ 34

32. Professional Compensation and Reimbursement Claims................................................. 35

33. HTA Consummation Costs............................................................................................... 36

34. HTA Restriction Fee......................................................................................................... 37

35. HTA/CCDA Clawback Structuring Fees.......................................................................... 40

36. DRA Restriction Fee......................................................................................................... 40

37. Discharge and Release of Claims and Causes of Action .................................................. 40

38. Releases by the Debtor and Reorganized Debtor ............................................................. 46

39. Release and Exculpation Provisions................................................................................. 47

40. Injunction on Claims...................................................................................................... 47

41. Injunction Related to Releases....................................................................................... 48

42. Exculpation ....................................................................................................................... 49

43. GUC Reserve .................................................................................................................... 52

44. Appointments Related Litigation...................................................................................... 53

45. Bar Order ........................................................................................................................ 54

46. Supplemental Injunction................................................................................................ 55

47. Term of Existing Injunctions or Stays.............................................................................. 56

48. Prosecution of Claims....................................................................................................... 56

49. Indemnification and Reimbursement Obligations............................................................ 56

50. Compliance with Tax Requirements................................................................................. 57

51. Documents and Instruments.............................................................................................. 57

52. Fiscal Plan......................................................................................................................... 58

53. Oversight Board Termination and Post-Confirmation Powers......................................... 58

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

Sole Discretion.................................................................................................................. 58

55. Government Post-Confirmation Powers and Duties......................................................... 59

56. Asserted Surety Claims..................................................................................................... 59

57. Reversal/Stay/Modification/Vacatur of Order.................................................................. 60

58. Retention of Jurisdiction................................................................................................... 60

59. Conflicts Among Documents............................................................................................ 61

60. Modifications.................................................................................................................... 61

61. Provisions of Plan and Order Nonseverable and Mutually Dependent ............................ 62

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221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 3

62. Governing Law ................................................................................................................. 62

63. Applicable Non-Bankruptcy Law..................................................................................... 62

64. Waiver of Filings.............................................................................................................. 63

65. Notice of Order ................................................................................................................. 63

66. No Waiver......................................................................................................................... 64

Exhibit A HTA Plan.................................................................................................................... A-1

Exhibit B Form of Notice ........................................................................................................... B-1

Exhibit C Preempted Laws ......................................................................................................... C-1

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The Puerto Rico Highways and Transportation Authority (“HTA” or the 

“Debtor”), by and through the Financial Oversight and Management Board for Puerto Rico (the 

“Oversight Board”), as Title III representative of the Debtor 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 Fifth Amended Title III Plan of Adjustment of the Puerto Rico Highways and 

Transportation Authority, dated September 6, 2022 (Docket Entry No. 1404 in Case No. 17-

3567)

2 (as amended, supplemented, or modified prior, at, or subsequent to the HTA 

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 “HTA Plan” through the date hereof);3 and the Court having 

entered, pursuant to, inter alia, section 1125 of the Bankruptcy Code and Bankruptcy 

Rule 3017(b), after due notice and a hearing, an order, dated June 22, 2022 (Docket Entry 

No. 1248) (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 HTA Plan, (iii) approving the forms of 

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. 17-3567 unless otherwise 

indicated.

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

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

herein), the New HTA Bonds Indenture, or the Findings of Fact and Conclusions of Law 

in Connection with Confirmation of the Modified Fifth Amended Title III Plan of 

Adjustment of the Puerto Rico Highways and Transportation Authority (the “Findings of 

Fact and Conclusions of Law”), entered contemporaneously herewith, as applicable. A 

composite copy of the HTA Plan is annexed hereto as Exhibit A.

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221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 2

ballots, master ballots, and election notices used in connection therewith, and (iv) approving the 

form of notice of the HTA Confirmation Hearing; and the Court having entered the Order 

Establishing, Among Other Things, Procedures and Deadlines Concerning Objections to 

Confirmation and Discovery in Connection Therewith, dated June 22, 2022 (Docket Entry 

No. 1249); and the following documents having been filed by the Debtor or the HTA/CCDA 

PSA Creditors in support of or in connection with confirmation of the HTA Plan:

(a) Plan Supplement (Docket Entry No. 1405-7); 

(b) Affidavit of Service of Solicitation Materials (Docket Entry No. 1324) (the “Mailing 

Affidavit”);

(c) Affidavit of Publication and Radio Advertisements (Docket Entry No. 1342) (the 

“Publication & Radio Affidavit” and, together with the Mailing Affidavit, the 

“Service Affidavits”);

(d) Debtor’s Omnibus Reply to Objections to Confirmation of the Fourth Amended 

Title III Plan of Adjustment of the Puerto Rico Highways and Transportation 

Authority (Docket Entry No. 1361) (the “Omnibus Reply”); 

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

Plan of Adjustment of the Puerto Rico Highways and Transportation Authority

(Docket Entry No. 1360) (the “Confirmation Brief”);

(f) Declaration of David Skeel in Respect of Confirmation of Fourth Amended Title III 

Plan of Adjustment for the Puerto Rico Highways and Transportation Authority

(Docket Entry No. 1357); 

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221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 3

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

Title III Plan of Adjustment of the Puerto Rico Highways and Transportation 

Authority (Docket Entry No. 1358); 

(h) Declaration of Ojas N. Shah in Respect of Confirmation of Fourth Amended Title III 

Plan of Adjustment of the Puerto Rico Highways and Transportation Authority

(Docket Entry No. 1359); 

(i) Declaration of Jay Herriman in Respect of Confirmation of Fourth Amended Title III 

Plan of Adjustment of the Puerto Rico Highways and Transportation Authority

(Docket Entry No. 1355); 

(j) Declaration of Christina Pullo of Kroll Restructuring Administration LLC Regarding 

the Solicitation of Votes and Tabulation of Ballots Cast on the Third Amended Title 

III Plan of Adjustment of the Puerto Rico Highways and Transportation Authority

(Docket Entry No. 1356);

(k) Debtor’s Supplemental Reply to Limited Objection of the HTA Insured Bondholder 

Group to the Third Amended Title III Plan of Adjustment of the Puerto Rico 

Highways and Transportation Authority (Docket Entry No. 1376); 

(l) Statement in Support and Reservation of Rights of Assured Guaranty Corp. and 

Assured Guaranty Municipal Corp. with Respect to HTA Plan and Related 

Documents (Docket Entry No. 1290); 

(m) Statement in Support and Reservation of Rights of National Public Finance 

Guarantee Corporation with Respect to the Third Amended Title III Plan of 

Adjustment of the Puerto Rico Highways and Transportation Authority (Docket Entry 

No. 1295);

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221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 4

(n) AmeriNational Community Services, LLC’s Motion in Support of Confirmation of the 

HTA Plan of Adjustment (Docket Entry No. 1385);

(o) Debtor’s Informative Motion Regarding (A) Modified Fifth Amended Title III Plan of 

Adjustment of the Puerto Rico Highways and Transportation Authority, (B) HTA Plan 

Resolution, (C) Revised Proposed HTA Confirmation Order, (D) Revised Proposed 

Findings of Fact and Conclusions of Law, and (E) Plan Supplement (Docket Entry 

No. 1405);

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

reflected on the docket of the HTA Title III Case and/or on the record of the HTA Confirmation 

Hearing; and each of the objections having been resolved, overruled, or withdrawn at, prior to, or

subsequent to the HTA Confirmation Hearing;4 and the Court having held the HTA 

Confirmation Hearing commencing on August 17, 2022; and the appearances of all interested 

parties, including members of the public selected by the Court, having been noted in the record 

of the HTA Confirmation Hearing; and after full consideration of the record of the 

Commonwealth Title III Case and the HTA Title III Case, including, without limitation, motions, 

applications and orders in each of such cases, the foregoing documents, and the evidence 

admitted and arguments of counsel presented at the HTA 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 HTA Plan. The HTA Plan and each of its provisions shall be, 

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

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

Conclusions of Law.

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221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 5

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

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

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. All objections, responses to, and statements and comments, if any, in 

opposition to or inconsistent with the HTA 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 21, 2017, HTA commenced a case before the 

Court in accordance with the requirements of Title III of PROMESA. The 

commencement of this case vested the Court with exclusive jurisdiction over 

the case and all property of HTA, wherever located. As a result of the 

consensual agreement among the Debtor and its creditor representatives, the 

Debtor formulated, duly solicited, and now seeks 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 HTA Plan constitutes a judicial determination, pursuant 

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

obligations of the Debtor discharged by the HTA 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 and that affect the Debtor or Reorganized HTA, have been 

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221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 6

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 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 HTA Plan’s discharge of the Debtor’s obligations. All laws enacted from 

and after the commencement of the HTA Title III Case, to the extent they are 

inconsistent with the transactions contemplated by the HTA Plan and that 

affect the Debtor or Reorganized HTA are unenforceable. Without in any 

way limiting the foregoing, (a) the Commonwealth laws preempted by 

PROMESA include, without limitation, those listed on Exhibit C hereto and 

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

Commonwealth law listed on Exhibit C hereto is preempted by PROMESA 

shall be dismissed, with prejudice, as of the HTA 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 HTA

Plan and the Secured Obligations in accordance with their terms to ensure 

compliance with the HTA Plan and to adjudicate claims arising therefrom, 

including rights to specific performance. 

(D) At the time of issuance and delivery of the Secured Obligations, Reorganized 

HTA is hereby directed to cause to be stamped or written on each of the 

Secured Obligations 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 12TH 

DAY OF OCTOBER, 2022.

(E) Pursuant to PROMESA, including section 4 thereof, as well as sections 9445

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

5 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) 

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221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 7

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

the covenants by HTA, including, without limitation, the Toll Rate Covenant, 

for the benefit of the holders of the New HTA Bonds as provided in the New 

HTA Bonds Indenture, or the HTA Confirmation Order, as applicable, 

constitute valid, binding, legal and enforceable obligations of HTA, and 

Reorganized HTA, under Puerto Rico, New York, and federal law.

(F) Reorganized HTA is an independent public corporation and instrumentality of 

the Commonwealth of Puerto Rico, separate from the Commonwealth and any 

other instrumentality thereof. 

(G) The New HTA Bonds Indenture, upon the issuance of the Secured 

Obligations, including, without limitation, the Subordinated Indebtedness 

issued as a refinancing of the Commonwealth Loan, grants a first priority lien 

and first priority security interest on all of Reorganized HTA’s legal and 

equitable right, title and interest in the Trust Estate, to the Secured 

Obligations, subject only to (1) the terms and provisions of the New HTA 

Bonds Indenture establishing the Authority Expense Fund and the Arbitrage 

Rebate Fund and (2) the senior lien and senior security interest granted in the 

Trust Estate for the benefit of holders of New HTA Bonds, which first-priority 

lien and first-priority security interest shall in all respects be senior and 

superior to the subordinate lien and subordinate security interest granted in the 

Trust Estate for the benefit of holders of Subordinated Indebtedness, in each 

case, as permitted by the HTA Enabling Act, and such first priority lien shall 

be deemed automatically attached and perfected as of the HTA Effective Date 

and shall in any event be valid, binding, perfected, and enforceable against all 

Entities having claims of any kind in tort, contract or otherwise against 

Reorganized HTA or its assets, irrespective of whether such Entities have 

notice of such lien or security interest, without any further act or agreement by 

any Entity, and shall remain in full force and effect until the Secured 

Obligations have been paid or satisfied in full in accordance with their terms. 

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

debt is dictated by the U.S. Constitution. . . . The 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. 2022).

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221012 HTA CONFIRMATION ORDER VERSION OCTOBER 12, 2022 8

(H) The Pledged Revenues do not and will not constitute, nor will they be deemed 

to be “available resources” or “available revenues” of the Commonwealth, as 

such term is used in the Commonwealth Constitution (whether construed 

pursuant to the Spanish or English version of the Commonwealth

Constitution). 

(I) Reorganized HTA’s sole and exclusive ownership of the Pledged Revenues 

will not be affected in any way by the manner of or control over collection; 

any person who collects or holds Pledged Revenues shall do so on behalf of 

Reorganized HTA, and no Entity that collects or holds the Pledged Revenues 

shall have any legal or equitable right, title, or interest to the Pledged 

Revenues other than Reorganized HTA, for the benefit of the holders of the 

Secured Obligations. 

(J) Upon the HTA Effective Date, Reorganized HTA shall have all legal and 

equitable right, title, and interest in the Pledged Revenues and, except to the 

extent provided in the express provisions of the HTA Plan, HTA Confirmation 

Order and the New HTA Bonds Indenture, shall be free and clear of all liens, 

claims, encumbrances, and other interests of any party. 

(K) The covenants and agreements of Reorganized HTA and the Commonwealth 

under the New HTA Bonds Indenture and the HTA Act, as the case may be 

(including, but not limited to, that described in section 7.17 of the New HTA 

Bonds Indenture) will constitute adequate protection for the property interests 

of Reorganized HTA and the holders of Secured Obligations in the Trust 

Estate.

(L) HTA has waived, and shall be deemed to have waived, the automatic stay in 

any future insolvency proceeding commenced on behalf of Reorganized HTA 

(whether under Title III of PROMESA or otherwise) with respect to Net 

Receipts held in the funds and accounts established in accordance with the 

New HTA Bonds Indenture (other than the Net Receipts in the Arbitrage 

Rebate Fund, established pursuant to the New HTA Bonds Indenture). 

(M) Upon execution by all parties thereto, the New HTA Bonds Indenture shall (i) 

have been duly and lawfully authorized by HTA and Reorganized HTA, and 

(ii) be in full force and effect and valid and binding upon HTA and 

Reorganized HTA 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.

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

of the HTA Effective Date pursuant to the HTA Plan and the HTA 

Confirmation Order is necessary for the Oversight Board to certify that 

expenditures do not exceed revenues for HTA, as determined in accordance 

with modified accrual accounting standards.

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(O) 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 HTA Plan.

(P) The HTA Plan is consistent with the applicable HTA Fiscal Plan and satisfies 

section 314(b)(7) of PROMESA.

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

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

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

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

unasserted disputes concerning the rights of holders of HTA 68 Bond Claims, HTA 98 Senior 

Bond Claims, HTA 98 Sub Bond Claims, CW/HTA Claims, and GDB HTA Loans, including the 

disputes (a) set forth in the Debt Related Objections, (b) set forth in the 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 HTA, as applicable, and “clawed back” 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, and (f) set forth in 

the Lift Stay Motions and the Clawback Actions relating to the CW/HTA Claims, each as 

incorporated into the HTA 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 HTA Plan, on the HTA Effective Date, such compromises and 

settlements shall be binding upon the Debtor, all Creditors of the Debtor, and all other Entities 

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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. HTA Plan Settlements Approved. The Court hereby approves the compromises 

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

Date of the HTA Plan, authorizes and directs the consummation thereof.

6. Dismissal of GO/Clawback Litigation. On the later to occur of (a) the HTA 

Effective Date, and (b) five (5) Business Days following this Confirmation Order becoming a 

Final Order, (1) to the extent extant, the Debt Related Objections, the Invalidity Actions, the 

Lien Challenge Actions, the Lift Stay Motions, and the Clawback Actions shall be dismissed 

and/or denied, with prejudice, and (2) the Oversight Board, by itself or through its committees, 

the Monolines, and the HTA/CCDA PSA Creditors (on their own account or on behalf of 

affiliates or related funds or accounts managed by them or by their respective 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.

7. Implementation of the HTA Plan. On and after the HTA Effective Date, the 

Debtor, Reorganized HTA, and each of its 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 HTA 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 HTA 

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Plan, including, among other things, all such actions delineated in Article XXXVIII of the HTA 

Plan, and (d) direct or instruct The Depository Trust Company, or such other person or entity 

necessary to implement or effectuate the terms of (i) the Ambac Trust, (ii) the FGIC Trust, 

(iii) any custodial trust, escrow arrangement, or similar structure established pursuant to 

section 26.2(b) of the HTA Plan (a “National Trust”), (iv) any custodial trust, escrow 

arrangement, or similar structure established pursuant to section 26.1(b)(ii) of the HTA Plan (an 

“Assured Trust” and, together with the foregoing, the “Trusts”), and (v) the related Trust 

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

appropriate officers or representatives of the Debtor and Reorganized HTA, as the case may be, 

and members of the boards of directors of the same, as applicable, are authorized, 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 HTA Plan, and make, or cause to be made, any and all distributions and transfers 

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

name of and on behalf of the Debtor and Reorganized HTA, as applicable.

8. Enforceability of New Debt Instruments. Pursuant to section 944(b)(3) of the 

Bankruptcy Code, all debt instruments to be issued pursuant to the HTA Plan, including, without 

limitation, the New HTA Bonds Indenture and the Secured Obligations issued thereunder, will 

constitute, upon distribution thereof, valid legal obligations of the Debtor or Reorganized HTA, 

as the case may be, that issues them, and any provision made to pay or secure payment of such 

obligation is valid. 

9. HTA Avoidance Actions. The Avoidance Actions Trust shall include the 

Avoidance Actions, which shall be pursued solely for the benefit of holders of Allowed HTA 

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General Unsecured Claims. For the avoidance of doubt, holders of Allowed HTA General 

Unsecured Claims shall not be beneficiaries of any causes of action held by the Avoidance 

Action Trust other than the Avoidance Actions. On the HTA Effective Date, HTA shall transfer 

the Avoidance Actions 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 the Avoidance Actions, 

including, without limitation, those set forth on Exhibit A to the HTA Plan, as of the HTA 

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

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

provided in the HTA Plan or the Avoidance Actions Trust Agreement. Such transfer shall be 

exempt from any stamp, real estate transfer, mortgage reporting, sales, use of other similar Tax, 

pursuant to section 1146(a) of the Bankruptcy Code. Upon delivery of the Avoidance Actions to 

the Avoidance Actions Trust, HTA, Reorganized HTA, and its predecessors, successors and 

assigns, and each other Entity released pursuant to section 40.2 of the HTA Plan shall be 

discharged and released from all liability with respect to the delivery of such distributions. 

10. Funding, Costs, and Expenses of the Avoidance Actions Trust. Notwithstanding 

anything contained in the HTA Plan to the contrary, no additional funding shall be provided to 

the Avoidance Actions Trust pursuant to the HTA Plan. 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 satisfied and discharged from the funding provided to the 

Avoidance Actions Trust pursuant to the Commonwealth Plan and/or the proceeds from the

Avoidance Actions, and such funding is hereby approved for purposes of both the HTA Plan and 

the Commonwealth Plan. Fees and expenses incurred in connection with the prosecution and 

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settlement of any Avoidance Actions shall be considered costs and expenses of the Avoidance 

Actions Trust. 

11. 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, and as amended to include holders of 

Allowed HTA General Unsecured Claims) 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 (as defined in the Commonwealth Plan) 

and/or the Avoidance Actions and shall be entitled to a priority distribution therefrom. The 

foregoing provision is approved for purposes of both the HTA Plan and the Commonwealth 

Plan. 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 

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indemnified. For the avoidance of doubt, the Avoidance Actions Trust Agreement shall be 

amended to reflect the provisions in the HTA Plan and the HTA Confirmation Order relating to 

the Avoidance Actions. 

12. No Action. Pursuant to section 1142(b) of the Bankruptcy Code, the Debtor, or 

Reorganized HTA, as the case may be, are directed to, and no further action of the directors or 

officers of the Debtor shall be required to authorize the Debtor or Reorganized HTA, as the case 

may be, to enter into, execute, deliver, file, adopt, amend, restate, consummate, or effectuate, as 

the case may be, the HTA Plan, and any contract, instrument, or other document to be executed, 

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

including, without limitation, the Plan Supplement.

13. Government Action. Upon entry of this Confirmation Order and up to and 

including the satisfaction of the New HTA Bonds in accordance with their terms, (a) pursuant to 

section 1142(b) of the Bankruptcy Code, HTA and Reorganized HTA, as the case may be, 

including, without limitation, any Entity or Person (including, without limitation, the 

Reorganized HTA Board of Directors) acting for or on behalf thereof, shall take any and all 

actions necessary to consummate the transactions contemplated by the HTA Plan, (b) HTA and 

Reorganized HTA, as the case may be, are authorized and directed, and the Puerto Rico 

Department of Treasury and AAFAF, as applicable, are authorized, notwithstanding any 

requirements of Puerto Rico law, regulations, or executive orders to (i) execute any and all 

agreements necessary for the implementation of the HTA Plan and to make any payments 

required thereunder, including, without limitation, the New HTA Bonds Indenture and with 

respect to the Secured Obligations issued thereunder, and (ii) subject to the terms and provisions 

of the New HTA Bonds Indenture, engage and contract with the New HTA Bonds Trustee and 

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the initial Consulting Engineer and Traffic Consultant (each as defined in the New HTA Bonds 

Indenture), 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 HTA Plan, including, but not limited to, 

those contemplated pursuant to the New HTA Bonds Indenture and the Secured Obligations 

issued thereunder, or (ii) creates any inconsistency in any manner, amount or event between the 

terms and provisions of the HTA 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, HTA and Reorganized HTA, including, 

without limitation, any Entity or Person (including, without limitation, the Reorganized HTA 

Board of Directors) acting for or on behalf thereof, are directed to take any and all actions 

necessary to consummate the transactions contemplated by the HTA Plan. 

14. Oversight Board Consent Pursuant to Section 305 of PROMESA. Pursuant to 

section 305 of PROMESA, the Oversight Board consents to the entry of this Confirmation Order, 

and, consistent with the HTA Plan and in accordance with all applicable laws and authorities, 

directing HTA and Reorganized HTA to take all acts necessary to carry out and satisfy all 

obligations and distributions set forth in the HTA Plan.

15. Binding Effect. This is a full, final, and complete Confirmation 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 Debtor, (ii) Reorganized HTA, (iii) each Entity asserting claims or other 

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rights against HTA, 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 Debtor 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 HTA 

Plan and, if impaired, whether or not such Entity accepted the HTA Plan, (iv) any other Entity, 

and (v) each of the foregoing’s respective heirs, successors, assigns, trustees, executors, 

administrators, officers, directors, agents, representatives, attorneys, beneficiaries or guardians. 

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

to section 28.6 of the HTA Plan, and except (a) as provided in any contract, instrument or other 

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

purposes of evidencing a right to distribution under the HTA Plan, or (c) as specifically provided 

otherwise in the HTA Plan (including any rejection of Executory Contracts or Unexpired Leases 

pursuant to section 27.1 of the HTA Plan), on the HTA Effective Date, the HTA Bonds and all 

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

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

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

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 Debtor under the HTA Bonds 

and all instruments and documents related thereto shall be discharged; provided, however, that, 

notwithstanding anything contained in the HTA Plan or herein to the contrary, the HTA 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 HTA Plan and to perform such 

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other necessary administrative or other functions with respect thereto, (ii) to allow holders of 

Allowed HTA Bond Claims and Allowed Insured HTA Bond Claims to receive distributions in 

accordance with the terms and provisions of the HTA Plan, (iii) for 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 

HTA 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 

Debtor, (v) to allow Assured and National to exercise the redemption or call rights assigned to 

Assured and National pursuant to the provisions of sections 26.1 and 26.2 of the HTA Plan, 

respectively, or (vi) 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 

HTA and Reorganized HTA use their reasonable efforts to (1) maintain the existing CUSIP 

numbers for the Monoline-insured HTA Bonds, and (2) take such other reasonable steps as may 

be necessary to preserve and effectuate such Claims; and, provided, further, that, notwithstanding 

the foregoing or anything else contained in the HTA Plan or herein to the contrary, the HTA 

Fiscal Agent shall have no duties or responsibilities with respect to any HTA Bonds that are 

deposited into any of the Ambac Trust, the Assured Trust, the FGIC Trust, or the National Trust 

from and after the HTA Effective Date. Notwithstanding the foregoing, and except as otherwise 

expressly provided in the HTA Plan, such bonds or bond documents that remain outstanding 

shall not form the basis for the assertion of any Claim against the Debtor or Reorganized HTA, 

as the case may be.

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17. 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 27.5 and 27.7 of 

the HTA Plan, all Executory Contracts and Unexpired Leases that exist between the Debtor 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 Debtor as of the HTA 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 HTA Effective Date, (b) that is specifically 

designated as a contract or lease to be assumed or assumed and assigned; (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 or (g) by or between any Commonwealth of Puerto Rico 

agencies, departments, municipalities, public corporations, or instrumentalities; provided, 

however, that the Debtor reserves the right to amend, on or prior to the HTA Effective Date, such 

schedules to delete any Executory Contract and Unexpired Lease therefrom 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 HTA Effective Date. The Debtor shall serve (y) notice of any 

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

operation of section 27.1 of the HTA Plan, by including a schedule of such contracts and leases 

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

rejected through the operation of section 27.1 of the HTA Plan, by serving a separate notice to 

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

schedules, the Debtor 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 Debtor that such document is an Executory Contract and Unexpired Lease or that the Debtor 

has any liability thereunder. Except as provided in Articles XXVII of the HTA Plan, none of the 

Debtor’s collective bargaining agreements shall be treated as Executory Contracts and none shall 

be assumed or rejected or otherwise treated pursuant to the HTA Plan, but shall remain in effect 

subject, in all instances, to Puerto Rico law and section 2.5 of the HTA Plan regarding the 

payment and ongoing treatment of pension and related claims obligations. 

18. Insurance Policies. Subject to the terms and provisions of section 27.5 of the 

HTA Plan, each of the Debtor’s insurance policies and any agreements, documents, or 

instruments relating thereto, are treated as Executory Contracts under the HTA 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.

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

Unexpired Lease by the Debtor 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 Debtor, or its properties or 

agents, successors, or assigns, including, without limitation, Reorganized HTA, unless a proof of 

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Claim is filed with the Title III Court and served upon attorneys for the Oversight Board and 

Reorganized HTA, as the case may be, on or before thirty (30) days after the later to occur of 

(i) the Confirmation 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.

20. 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 HTA 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 HTA 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 lease 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 or Reorganized HTA otherwise agree.

21. Setoffs. Except as otherwise provided in the HTA 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 HTA 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 Debtor or Reorganized 

HTA may hold against the holder of such Allowed Claim; provided, however, that neither the 

failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver 

or release by the Debtor or Reorganized HTA of any such claims, rights, and Causes of Action 

that the Debtor or Reorganized HTA may 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 

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

further, that nothing in this decretal paragraph or section 28.11 of the HTA Plan shall affect the 

releases and injunctions provided in Article XLI of the HTA Plan or this Confirmation Order.

22. Delivery of Distributions. 

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

Bankruptcy Rule 9010, and except as provided in the HTA 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 Debtor has 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 HTA 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 HTA PSA 

Restriction Fees 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, 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 

Debtor, Reorganized HTA or their respective agents with respect to the delivery of distributions 

in accordance with the terms and provisions of the HTA Plan, including the contra-CUSIP 

positions and escrow positions established by the Debtor or its agents with The Depository Trust 

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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 HTA 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 HTA Plan and in accordance with the terms of this Confirmation 

Order, the HTA 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 HTA Plan and 

such other governing document, or in reasonable reliance upon information provided to such 

trustee or fiscal agent by the Debtor, Reorganized HTA or their respective agents in accordance 

with the terms of this Confirmation Order, the HTA 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 HTA Bonds shall be transferable 

and recognized if made in accordance with the terms and conditions of the New HTA Bonds 

Indenture.

(b) Delivery of Distributions with Respect to National Insured Bonds. 

Notwithstanding any other provision of the HTA Plan or of this Confirmation Order, (i) subject 

to the rights of the HTA Fiscal Agent, on the HTA Effective Date, National shall receive, and the 

Disbursing Agent shall disburse to National, or such other Entity as National may direct in its 

sole and absolute discretion, the National Plan Consideration in accordance with the terms and 

provisions of section 26.2 of the HTA Plan in a manner mutually agreed upon by the Disbursing 

Agent and National, and (ii) National shall have all right, title, and interest in the National HTA 

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Consideration and shall manage the National HTA Consideration in its sole and absolute 

discretion subject to and in accordance with its obligations under applicable insurance 

regulations. 

(c) Delivery of Distributions with Respect to Ambac Insured Bonds. 

Notwithstanding any other provision of the HTA Plan or of this Confirmation Order, on the HTA 

Effective Date, subject to the rights of the HTA Fiscal Agent, Ambac shall receive, and the 

Disbursing Agent shall disburse to Ambac, or such other Entity as Ambac may direct in its sole 

and absolute discretion, the Ambac Plan Consideration in accordance with the terms and 

provisions of section 26.4 of the HTA Plan in a manner mutually agreed upon by the Disbursing 

Agent and Ambac. 

(d) Delivery of Distributions with Respect to FGIC Insured Bonds. Notwithstanding 

any other provision of the HTA Plan or of this Confirmation Order, on the HTA Effective Date, 

subject to the rights of the HTA Fiscal Agent, the Disbursing Agent shall distribute to FGIC its 

Pro Rata Share of the FGIC Plan Consideration in accordance with the terms and provisions of 

section 26.3 of the HTA Plan in a manner mutually agreed upon between the Disbursing Agent 

and FGIC. 

(e) Delivery of Distributions with Respect to Assured Insured Bonds. 

Notwithstanding any other provision of the HTA Plan or of this Confirmation Order, (i) to the 

extent an Assured Insured Bondholder holding an Assured Insured Bond with CUSIP number 

745181C54, 745181C62, 745181C70, 745181C88, 745190HJ0, 745190UR7, 745190ZR2, or 

745190ZS0 validly elects (or is deemed to elect) Assured Bondholder Election 2, the Disbursing 

Agent will deposit the Assured Plan Consideration allocable to such Assured Insured Bondholder 

in the applicable Assured Trust in accordance with the applicable trust agreement; (ii) to the 

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extent an Assured Insured Bondholder holding the custody receipt with CUSIP number 

745181D38 evidencing a beneficial ownership interest in the Assured Insured Bond with CUSIP 

number 745181B97, an Assured Insured Bondholder holding the custody receipt with CUSIP 

number 745181F77 evidencing a beneficial ownership interest in the Assured Insured Bond with 

CUSIP number 745181C21, an Assured Insured Bondholder holding the custody receipt with 

CUSIP number 745181D53 evidencing a beneficial ownership interest in the Assured Insured 

Bond with CUSIP number 745181C39, an Assured Insured Bondholder holding the custody 

receipt with CUSIP number 745181D46 evidencing a beneficial ownership interest in the 

Assured Insured Bond with CUSIP number 745181C47, an Assured Insured Bondholder holding 

the custody receipt with CUSIP number 745181F85 evidencing a beneficial ownership interest in 

the Assured Insured Bond with CUSIP number 745181C47, an Assured Insured Bondholder 

holding the custody receipt with CUSIP number 745190M70 evidencing a beneficial ownership 

interest in the Assured Insured Bond with CUSIP number 745190ZG6, an Assured Insured 

Bondholder holding the custody receipt with CUSIP number 745190M54 evidencing a beneficial 

ownership interest in the Assured Insured Bond with CUSIP number 745190ZG6, an Assured 

Insured Bondholder holding the custody receipt with CUSIP number 745190M88 evidencing a 

beneficial ownership interest in the Assured Insured Bond with CUSIP number 745190ZH4, an 

Assured Insured Bondholder holding the custody receipt with CUSIP number 745190M62 

evidencing a beneficial ownership interest in the Assured Insured Bond with CUSIP number 

745190ZH4, an Assured Insured Bondholder holding the custody receipt with CUSIP number 

745190Q27 evidencing a beneficial ownership interest in the Assured Insured Bond with CUSIP 

number 745190ZL5, an Assured Insured Bondholder holding the custody receipt with CUSIP 

number 745190E87 evidencing a beneficial ownership interest in the Assured Insured Bond with 

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CUSIP number 745190ZL5, an Assured Insured Bondholder holding the custody receipt with 

CUSIP number 745190R67 evidencing a beneficial ownership interest in the Assured Insured 

Bond with CUSIP number 745190ZR2, an Assured Insured Bondholder holding the custody 

receipt with CUSIP number 745190P51 evidencing a beneficial ownership interest in the 

Assured Insured Bond with CUSIP number 745190ZS0, or an Assured Insured Bondholder 

holding the custody receipt with CUSIP number 745190R75 evidencing a beneficial ownership 

interest in the Assured Insured Bond with CUSIP number 745190UR7, 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 of the existing custodial arrangement as provided 

herein and in the applicable trust agreement, to deliver the applicable trust units to or for the 

benefit of the Assured Insured Bondholders, as provided herein and in the applicable trust 

agreement, and/or to otherwise give effect to the HTA Plan, this Confirmation Order, and the 

applicable trust agreement: and the Disbursing Agent will transfer the Assured Plan 

Consideration 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 

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Bondholder holding the custody receipt with CUSIP number 745190Y69 evidencing a beneficial 

ownership interest in the Assured Insured Bond with CUSIP number 745190ZT8 or an Assured 

Insured Bondholder holding the custody receipt with CUSIP number 745190Z43 evidencing a 

beneficial ownership interest in the Assured Insured Bond with CUSIP number 745190ZT8

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 in the 

applicable trust agreement, to deliver the applicable trust units to or for the benefit of the 

applicable Assured Insured Bondholders as provided herein and in the applicable trust 

agreement, and/or to otherwise give effect to the HTA Plan, this Confirmation Order, and the 

applicable trust agreement, 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 Dual-Insured Bonds, the related FGIC Insurance Policies, and the related FGIC 

Plan Consideration into the applicable FGIC Trust pursuant to section 26.1(f) of the HTA 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 the FGIC 

Certificates allocable to such Assured Insured Bondholder on account of the custody receipts 

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referred to in this subsection (iii) above and Dual-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 26.1 of the HTA Plan, subject to the rights of the HTA Fiscal 

Agent, the Disbursing Agent shall disburse the Assured Plan Consideration 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 directly to Assured or its designee in a manner mutually agreed upon between the 

Disbursing Agent and Assured; and (v) on or prior to the HTA Effective Date, the Disbursing 

Agent and the Debtor shall disclose to Assured the Assured 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 the Assured 

Bondholder Election 1, and, on the HTA Effective Date, (1) with respect to such Assured Insured 

Bonds insured in the primary market, the HTA Fiscal Agent 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 26.1(a) and 26.1(b)(i) of the HTA 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 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 26.1(a) and 26.1(b)(i) of the HTA Plan, as 

applicable; provided, however, that, for the avoidance of doubt, Assured shall not in any 

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circumstance be required to pay itself an Assured Acceleration Price with respect to any Assured 

Insured Bonds owned by Assured, by subrogation or otherwise. 

23. Disbursing Agent. Pursuant to section 1.105 of the HTA 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 HTA Effective Date to make or to facilitate 

distributions in accordance with the provisions of the HTA 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. 

24. Payment of Trustee Fees and Expenses. The distributions to be made pursuant to 

the HTA Plan and the Commonwealth Confirmation Order to holders of HTA 68 Bond Claims 

and HTA 98 Senior Bond Claims on account of such Claims are intended to be inclusive of any 

and all of the HTA Fiscal Agent’s fees and expenses due and owing by HTA pursuant to the 

applicable bond resolutions with respect to amounts discharged pursuant to the HTA Plan (the 

“HTA Fiscal Agent’s Fees and Expenses”). To the extent not deducted in connection with 

payments made in accordance with the Commonwealth Confirmation Order upon satisfaction of 

the Distribution Conditions, the HTA Fiscal Agent’s Fees and Expenses shall be deducted on a 

pro rata basis from distributions to holders of HTA 68 Bond Claims and HTA 98 Senior Bond 

Claims on account of such Claims, such that the cost of such HTA Fiscal Agent’s Fees and 

Expenses is shared equally by all holders of the HTA 68 Bond Claims and HTA 98 Senior Bond 

Claims based on the amount of their Claims; provided, however, that, notwithstanding anything 

in the HTA Plan, the HTA Confirmation Order, or the applicable bond resolutions to the 

contrary, the HTA Fiscal Agent’s Fees and Expenses shall not exceed $2,360,681.02. In the 

event amounts reserved or deducted by the HTA Fiscal Agent from the distributions to be made 

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to holders of HTA 68 Bonds Claims and HTA 98 Senior Bond Claims exceed the HTA Fiscal 

Agent’s Fees and Expenses, such excess amounts shall be distributed by, or at the direction of, 

the HTA Fiscal Agent on a pro rata basis to holders of HTA 68 Bond Claims and HTA 98 Senior 

Bond Claims on the HTA Effective Date (the “Excess Distribution”). For purposes of 

section 28.13 of the HTA Plan and this decretal paragraph 24, the applicable Monolines shall 

constitute the holders of the HTA 68 Bonds Claims and the HTA 98 Senior Bond Claims arising 

from the HTA Bonds which are 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; provided, however, that, notwithstanding the foregoing, (a) with 

respect to any HTA 98 Senior Bonds owned by FGIC, the HTA Fiscal Agent shall make the 

Excess Distribution attributable thereto, if any, to FGIC, and (b) with respect to any HTA 98 

Senior Bonds insured by FGIC, but not owned by FGIC, the HTA Fiscal Agent shall make the 

Excess Distribution attributable thereto, if any, to the owners of such HTA 98 Senior Bonds. 

Except as otherwise provided in section 28.13 of the HTA Plan or this decretal paragraph 24, the 

HTA Plan does not, nor shall it be construed to, limit the rights of the HTA Fiscal Agent to 

payment of such amounts from the distributions to be made hereunder, including, without 

limitation, the imposition of any Charging Lien. 

25. 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 

HTA Bonds pursuant to the terms of the HTA 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 Article XXVI of the 

HTA Plan shall be exempt from registration under the Securities Act and any state or local law 

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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.

26. Acceleration of Insured Bonds. Notwithstanding any other provision of the HTA 

Plan or this Confirmation Order:

(a) Assured Insured Bonds: Notwithstanding any other provision of the HTA Plan or 

this Confirmation Order, but subject to the provison in section 26.1(b)(ii) of the 

HTA Plan, to the extent that there are no outstanding payment defaults by 

Assured with respect to Assured Insured Bonds up to and including the HTA 

Effective Date, the payment of the principal of the Assured Insured Bonds shall 

be accelerated from and after the HTA Effective Date, and such Assured Insured 

Bonds shall be due and payable from and after the HTA 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: Notwithstanding any other provision of the HTA Plan or 

this Confirmation Order, to the extent that there are no outstanding payment 

defaults by National with respect to National Insured Bonds up to and including 

the HTA Effective Date, the payment of the principal of the National Insured 

Bonds shall be accelerated as of the HTA Effective Date, and such National 

Insured Bonds shall be due and payable from and after the HTA Effective Date at 

the National Acceleration Price of one hundred percent (100%) of the principal 

amount thereof plus interest accrued thereon (or, in the case of any capital 

appreciation bonds, the compounded amount thereof) to the date of payment. 

National shall have the right to pay the National Acceleration Price with respect 

to the National Insured Bonds at any time, and the holders of the National Insured 

Bonds and the trustee(s) or fiscal agent(s) (as applicable) shall be required to 

accept the same in satisfaction of National’s obligations under the applicable 

National Insurance Policy with respect to such bonds, and, upon such payments, 

National’s obligations under the applicable National Insurance Policy shall be 

fully satisfied and extinguished, notwithstanding any provision of the applicable 

National Insurance Policy or other documents related to the National Insured 

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Bonds. For the avoidance of doubt, notwithstanding such acceleration, there shall 

be no acceleration of any payment required to be made under any National 

Insurance Policy unless National elects, in its sole and absolute discretion, to 

make such payment(s) on an accelerated basis. 

(c) FGIC Insured Bonds: Notwithstanding any other provision of the HTA Plan, this

Confirmation Order, or the FGIC Insured Bonds, the payment of the principal of 

the FGIC Insured Bonds shall be accelerated as of the HTA Effective Date, and 

the FGIC Insured Bonds shall be due and payable from and after the HTA 

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. 

(d) Ambac Insured Bonds: Notwithstanding any other provision of the HTA Plan or 

the HTA Confirmation Order, to the extent that there are no outstanding payment 

defaults by Ambac with respect to Ambac Insured Bonds up to and including the 

HTA 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 HTA Effective Date. 

Ambac shall have the right to pay the Ambac Acceleration Price with respect to 

such bonds at any time, 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.

27. Disputed Claims Reconciliation. In accordance with the terms and provisions of 

section 32.1(b) of the HTA Plan and the HTA 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 assistance of AAFAF, (ii) have the 

right to (A) review the claims objections and reconciliation process, including the 

ADR Procedures, as it relates to HTA General Unsecured Claims and 

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Convenience Claims, regardless of the size of the asserted Claim amount,

(B) ensure compliance with the exclusions from HTA General Unsecured Claims 

as provided in the HTA Plan, and (C) in the event that such appointees disagree 

with any settlement of an HTA General Unsecured Claim, 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 HTA and its 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.

(b) Notwithstanding anything contained in the HTA Plan to the contrary, neither the 

Creditor Appointees nor their advisors shall be entitled to compensation in excess 

of that provided pursuant to the Commonwealth Plan and the Commonwealth 

Confirmation Order. 

(c) Without limiting the foregoing, (i) within sixty (60) days after the HTA 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 HTA 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 HTA General 

Unsecured Claims and Convenience Claims, and (3) information illustrating 

which Claims are subject to the ACR Procedures and are to be excluded from 

HTA General Unsecured Claims pursuant to section 32.7 of the HTA Plan, and 

(ii) within ten (10) days of the end of each month the Oversight Board or AAFAF, 

as the case may be, through its advisors, shall provide a report (the “Monthly 

Claims 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. 

(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 under the HTA Plan, except for any actions or 

inactions involving willful misconduct or gross negligence. The foregoing 

indemnity in respect of any Creditor Appointee shall survive any termination of 

such Creditor Appointee from the capacity for which they are indemnified. 

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28. Disputed Claims Holdback. From and after the HTA 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 Debtor 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 

holder of such Disputed Claim and Reorganized Debtor; 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 the Reorganized Debtor, as the case may be, retains any New 

HTA Bonds on behalf of Disputed Claims holders, until such New HTA Bonds are distributed,

the Disbursing Agent or the Reorganized Debtor, as the case may be, shall exercise voting or 

consent rights with respect to such obligations.

29. No Amendments to Proofs of Claim/Objections to Claims. As of the 

commencement of the HTA 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 HTA 

Confirmation Hearing is hereby barred, and the Clerk of the Court and the Debtor’s Claims 

Agent are authorized to remove such proofs of Claims from the claims registry in the Title III 

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Case. Notwithstanding the provisions of section 32.1 of the HTA Plan, (a) in the event that 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 Debtor, by and through the Oversight Board, 

or AAFAF, as the case may be, may object to such claim 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 Debtor or Reorganized HTA, as the case may be, shall 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 HTA 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 Debtor in the ordinary course. 

30. Conditions to HTA Effective Date. The HTA Plan shall not become effective 

unless and until the conditions set forth in section 35.1 of the HTA Plan have been satisfied or 

waived in accordance with the provisions set forth in section 35.2 of the HTA Plan. 

31. Administrative Claim Bar Date. The last day to file proof of Administrative 

Expense Claims shall be ninety (90) days after the HTA Effective Date, after which date, any 

Administrative Expense Claim, proof of which has not been filed, shall be deemed forever 

barred, and the Debtor and Reorganized HTA shall have no obligation with respect thereto; 

provided, however, that no proof of Administrative Expense Claim shall be required to be filed if 

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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 

granting such Administrative Expense Claim, (b) is a Professional Claim (including a Claim for 

reimbursement by a member of the Creditors’ Committee solely in its capacity as such member), 

(c) is an intergovernmental Claim, (d) is an Administrative Expense Claim of the IRS for the 

payment of taxes incurred by the Debtor during the period from and after the HTA Petition Date, 

(e) relates to transactions occurring in the ordinary course during the period from and after the 

HTA Petition Date up to and including the HTA 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 Debtor and Reorganized Debtor, as the case may be, and any other party in 

interest to interpose an objection or other defense to the allowance or payment thereof.

32. Professional Compensation and Reimbursement Claims. All Entities awarded 

compensation or reimbursement of expenses, including, without limitation, to the fullest extent 

provided in respective letters of engagement or similar instruments or agreements, 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 HTA 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) 

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upon such other terms no more favorable to the claimant as may be mutually agreed upon 

between such claimant and the Debtor or Reorganized HTA; provided, however, notwithstanding 

anything to the contrary contained in the HTA Plan (including, without limitation, section 3.2 of 

the HTA Plan) and this Confirmation Order, applications for final allowance of compensation for 

professional services rendered and reimbursement of expenses during the period up to but not 

including the HTA Effective Date shall be subject to the procedures set forth in the Third 

Amended Order Setting Procedures for Interim and Final Compensation and Reimbursement of 

Expenses of Professionals (Docket Entry No. 20546 in Case No. 17-3283). Within twenty (20) 

Business Days following the submission of statements for services rendered and/or expenses 

incurred, the Reorganized Debtor shall pay compensation for professional services extended and 

reimbursement of expenses incurred by any of the Reorganized Debtor, the Oversight Board and 

their respective Professionals (to the extent of services rendered in connection with, arising from 

or relating to the Reorganized Debtor) from and after the HTA Effective Date in the ordinary 

course and without the need for Title III Court approval.

33. HTA Consummation Costs. Notwithstanding anything contained in the HTA 

Plan or this Confirmation Order to the contrary, to compensate certain parties for the cost of 

negotiation, confirmation and consummation of the HTA Plan, each Initial HTA/CCDA PSA

Creditor shall be entitled to receive on the HTA Effective Date, or as soon thereafter as is 

practicable but in no event later than ten (10) Business Days following the HTA Effective Date, 

a pro rata share of Cash, in the form of an Allowed Administrative Expense Claim, in an amount 

equal to one percent (1.00%), truncated to two decimal points, of the aggregate amount of such 

Initial HTA/CCDA PSA Creditor’s HTA 68 Bond Claims, HTA 68 Bond Claims (Assured), 

HTA 68 Bond Claims (National), HTA 98 Senior Bond Claims, HTA 98 Senior Bond Claims 

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(Assured), and HTA 98 Senior Bond Claims (National) (insured or otherwise and, with respect to 

each of Assured and National, including positions that it holds or has insured), without 

duplication, held and/or insured by such Initial HTA/CCDA PSA Creditor as of 5:00 p.m. 

(Eastern Standard Time) on May 5, 2021, in an aggregate amount not greater than One Hundred 

Twenty-Five Million Dollars ($125,000,000.00).

34. HTA Restriction Fee. Notwithstanding anything contained in the HTA 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 thereof, each HTA/CCDA PSA Restriction Fee Creditor 

holding or insuring HTA 68 Bonds or HTA 98 Senior Bonds (including the applicable 

Monolines, to the extent such Monolines are authorized to vote the applicable Insured HTA 

Bond Claims in accordance with section 301(c)(3) of PROMESA, definitive insurance 

documents and applicable law) shall be entitled to receive the HTA PSA Restriction Fee in the 

form of an allowed administrative expense claim, payable in cash, at the time of consummation 

of the HTA Plan in an amount equal to the HTA Restriction Fee Percentage multiplied by the 

aggregate amount of HTA 68 Bond Claims, HTA 68 Bond Claims (Ambac), HTA 68 Bond 

Claims (Assured), HTA 68 Bond Claims (National), HTA 98 Senior Bond Claims, HTA 98 

Senior Bond Claims (Ambac), HTA 98 Senior Bond Claims (Assured), HTA 98 Senior Bond 

Claims (FGIC), and HTA 98 Senior Bond Claims (National) (without duplication and, to the 

extent any such Claims are Monoline-insured, solely to the extent an HTA/CCDA PSA 

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 the Monolines held or insured, by such HTA/CCDA PSA Restriction Fee Creditor

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as of the expiration of the HTA/CCDA PSA Restriction Fee Period; provided, however, that each 

HTA/CCDA PSA Restriction Fee Creditor who acquires any HTA 68 Bonds and/or HTA 98 

Senior Bonds after the Joinder Deadline (including (i) a holder of a Monoline-insured HTA Bond 

(other than a Monoline-insured HTA Bond insured by Assured or National, as the case may be), 

to the extent such HTA/CCDA PSA Restriction Fee Creditor is authorized to vote the claim with 

respect to such Monoline-insured HTA Bond in accordance with section 301(c)(3) of 

PROMESA, definitive insurance documents and applicable law, and (ii) Assured and National, 

to the extent Assured or National, as applicable, is authorized to vote such Insured HTA Bond 

Claims in accordance with section 301(c)(3) of PROMESA, definitive insurance documents and 

applicable law) shall be entitled to receive such HTA PSA Restriction Fee equal to the HTA 

Restriction Fee Percentage multiplied by the aggregate amount of HTA 68 Bond Claims, HTA 

68 Bond Claims (Ambac), HTA 68 Bond Claims (Assured), HTA 68 Bond Claims (National), 

HTA 98 Senior Bond Claims, HTA 98 Senior Bond Claims (Ambac), HTA 98 Senior Bond 

Claims (Assured), HTA 98 Senior Bond Claims (FGIC), and HTA 98 Senior Bond Claims 

(National) (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 and/or insured by such HTA/CCDA PSA Restriction Fee Creditor as of the earlier to occur 

of the PSA Threshold Attainment attributable to the HTA Bond Claims and the entry of this 

Confirmation Order; and, provided, further, that, if an HTA/CCDA PSA Restriction Fee Creditor 

sells any HTA 68 Bonds or HTA 98 Senior Bonds for which it would have been entitled to 

receive the HTA PSA Restriction Fee, the purchasing party shall not be entitled to receive the 

HTA PSA Restriction Fee on account thereof and such entitlement shall remain with the selling 

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party; and, provided, further, that, in all circumstances, the sum of the aggregate HTA PSA 

Restriction Fee plus the Consummation Costs attributable to holders of HTA 68 Bond Claims, 

HTA 68 Bond Claims (Assured), HTA 68 Bond Claims (National), HTA 98 Senior Bond 

Claims, HTA 98 Senior Bond Claims (Assured), or HTA 98 Senior Bond Claims (National), as 

the case may be, shall not exceed One Hundred Twenty-Five Million Dollars ($125,000,000.00); 

and, provided, further, that, in the event the HTA/CCDA Plan Support Agreement is terminated 

pursuant to the terms of sections 7.1(b)(iii) or (c) thereof (subject to the extension provided for in 

sections 7.1(b) or (c) thereof), or the Oversight Board terminates the HTA/CCDA Plan Support 

Agreement for any reason other than (i) a breach of the HTA/CCDA Plan Support Agreement by 

a non-Government Party, (ii) the denial of confirmation of the HTA Plan by the Title III Court

(or the Title III Court renders a decision or states its position that it will deny confirmation 

absent modification of the Commonwealth Plan or the HTA Plan, and such modification would 

have a material adverse effect on the Parties’ ability to consummate the Commonwealth Plan or 

the HTA Plan on terms consistent with the HTA/CCDA Plan Support Agreement, including, but 

not limited to, the terms set forth in the Settlement Summary annexed thereto as Exhibit “J”), or 

(iii) the entry of an order with respect to one or more of the matters set forth in section 7.1(b)(ii) 

of the HTA/CCDA Plan Support Agreement, the aggregate HTA PSA Restriction Fee and 

Consummation Costs, in the amount of Twenty Million Dollars ($20,000,000.00) shall be paid, 

ratably, in cash, as an administrative expense claim under the HTA Plan to the Initial 

HTA/CCDA PSA Creditors as of the date of termination; and, provided, further, that, in all other 

circumstances, upon termination of the HTA/CCDA Plan Support Agreement, including, without 

limitation, termination of the HTA/CCDA Plan Support Agreement in accordance with other 

provisions of section 7.1 thereof, no Consummation Costs or HTA PSA Restriction Fee shall be 

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due and payable to the party to HTA/CCDA Plan Support Agreement terminating such 

agreement or against the party such agreement is terminated.

35. 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, 

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 and decretal paragraph 54 of the Commonwealth Confirmation Order, 

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. 

36. DRA Restriction Fee. Notwithstanding anything contained in the HTA Plan or 

this Confirmation Order to the contrary, in exchange for executing the DRA Stipulation, and 

agreeing to all of its terms and conditions, including the agreement to “lock-up” its HTA 98 

Senior Bonds and the HTA/GBB Claims in accordance with the terms thereof, 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 the HTA Effective Date, DRA 

shall receive the DRA Restriction Fee. 

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

(a) Except as expressly provided in the HTA Plan or herein, all distributions and 

rights afforded under the HTA 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 

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against the Debtor and Reorganized HTA that arose, in whole or in part, prior to the HTA 

Effective Date, relating to the Title III Case, the Debtor or Reorganized Debtor or any of their

respective Assets, property, or interests of any nature whatsoever, including any interest accrued 

on such Claims from and after the HTA Petition Date, and regardless of whether any property 

will have been distributed or retained pursuant to the HTA Plan on account of such Claims or 

Causes of Action; provided, however, that, without prejudice to the exculpation rights set forth in 

section 41.7 of the HTA Plan and decretal paragraph 42 hereof, nothing contained in the HTA 

Plan or this Confirmation Order is intended, nor shall it be construed, to be a grant of a nonconsensual third-party release of the HTA/CCDA PSA Creditors, and each of their respective 

Related Persons by any Creditors of the Debtor. Upon the HTA Effective Date, the Debtor and 

Reorganized HTA shall be deemed 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 HTA Effective Date 

(including prior to the HTA 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 HTA Plan. For the avoidance of doubt, nothing contained in the 

HTA 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, Monolineissued 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 

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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 HTA Plan or herein, all Entities shall be 

precluded from asserting any and all Claims against the Debtor and Reorganized HTA, and each 

of their respective Assets, property, and rights, remedies, Claims or Causes of Action or 

liabilities of any nature whatsoever, relating to the Title III Case, the Debtor or Reorganized 

HTA or any of their respective Assets and property, including any interest accrued on such 

Claims from and after the HTA Petition Date, and regardless of whether any property will have 

been distributed or retained pursuant to the HTA Plan on account of such 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 HTA Plan or herein, this 

Confirmation Order shall constitute a judicial determination, as of the HTA Effective Date, of 

the discharge and release of all such Claims, Causes of Action or debt of or against the Debtor 

and Reorganized HTA 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 Debtor or Reorganized HTA 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 HTA Effective Date, and in consideration for the value provided 

pursuant to the HTA Plan, each holder of a Claim in any Class under the HTA Plan shall be and 

hereby is deemed to release and forever waive and discharge as against the Debtor and 

Reorganized HTA, and their respective Assets and property and all such Claims. 

(c) Notwithstanding any other provisions of decretal paragraph 37 of this 

Confirmation Order or section 41.2 of the HTA Plan, in accordance with the provisions of the 

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HTA/CCDA Plan Support Agreement, each of the HTA/CCDA PSA Creditors and their 

respective Related Persons, solely in their capacity as HTA/CCDA PSA Creditors of the Debtor, 

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 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 37 of this Confirmation Order and section 41.2 of the HTA Plan. 

(d) SEC Limitation. Notwithstanding anything contained herein or in the HTA 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 nondebtor entity in any forum. 

(e) United States Limitation. Notwithstanding anything contained herein or in the 

HTA Plan to the contrary, no provision shall (i) impair the United States, its agencies, 

departments, or agents, or in any manner relieve the Debtor or Reorganized HTA, 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 Debtor or Reorganized HTA are entitled under Title III, and 

(iii) discharge, release, enjoin, or otherwise bar (A) any liability of the Debtor or the Reorganized 

Debtor to the United States arising from and after the HTA Effective Date, (B) any liability to 

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the United States that is not a Claim, (C) any affirmative defense or any right of setoff or 

recoupment of the United States, the Debtor or the Reorganized Debtor, 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 Debtor or the Reorganized Debtor, as the case 

may be, under any United States grant or cooperative assistance agreement, (E) the Debtor’s or 

the Reorganized Debtor’s obligations arising under federal police or regulatory laws, including, 

but not limited to, 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 

HTA Plan shall be deemed (i) to determine the tax liability of any Entity, including, but not 

limited to, the Debtor and the Reorganized Debtor and any obligation of the Debtor to pay 

postpetition 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 Debtor and the Reorganized Debtor, (iii) to release, satisfy, discharge, or 

enjoin the collection of any claim of the IRS against any Entity other than the Debtor and the 

Reorganized Debtor, 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 HTA 

Plan to the contrary, including, without limitation, sections 41.2, 41.3, and 41.11 of the HTA 

Plan, except as may be precluded pursuant to the provisions of PROMESA, nothing in the HTA 

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Plan, the HTA Confirmation Order or any HTA 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 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 the Debtor, Reorganized HTA, PREPA, the Commonwealth, or any other 

agency or instrumentality of the Commonwealth 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 Debtor or Reorganized HTA 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 HTA Plan, and/or the HTA Confirmation Order; and/or (ii) against the 

Debtor, Reorganized HTA, PREPA, the Commonwealth, or any other agency or instrumentality 

of the Commonwealth any Claims or counterclaims for purposes of obtaining an affirmative 

monetary recovery, including, without limitation, for indemnification, contribution, 

reimbursement, set-off or similar theories, to the extent asserted for purposes of obtaining an 

affirmative monetary recovery, which Claims or counterclaims shall be deemed disallowed, 

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barred, released and discharged in accordance with the terms and provisions of the HTA Plan 

and the HTA Confirmation Order; and provided, further, that, for the avoidance of doubt, 

nothing in this decretal paragraph 37(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 

the Debtor, Reorganized HTA, PREPA, the Commonwealth, or any other agency or 

instrumentality of the Commonwealth any Claims or counterclaims for purposes of obtaining an 

affirmative monetary recovery, including, without limitation, indemnification, contribution, 

reimbursement, set-off or similar theories, to the extent asserted for 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.

38. Releases by the Debtor and Reorganized Debtor. Except as otherwise expressly

provided in the HTA Plan or this Confirmation Order, on the HTA Effective Date, and for good 

and valuable consideration, each of the Debtor and Reorganized Debtor, the Disbursing Agent 

and each of the Debtor’s and Reorganized Debtor’s Related Persons shall be deemed to have and 

hereby does irrevocably and unconditionally, fully, finally and forever waive, release, acquit, and 

discharge the Released Parties from any and all Claims or Causes of Action that the Debtor, 

Reorganized Debtor, 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. 

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39. 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 XLI of the HTA Plan, are approved and shall be effective and binding on all 

Entities, to the extent provided therein.

40. Injunction on Claims. Except as otherwise expressly provided in 

section 41.11 of the HTA Plan, this Confirmation Order or such other Final Order of the 

Title III Court that may be applicable, all Entities who have held, hold or may hold Claims 

or any other debt or liability that is discharged or released pursuant to section 41.2 of the 

HTA Plan or who have held, hold, or may hold Claims or any other debt or liability that is 

discharged or released pursuant to section 41.2 of the HTA Plan are permanently enjoined, 

from and after the HTA 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 that is discharged pursuant to the HTA 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 that is discharged pursuant to 

the HTA Plan, (c) creating, perfecting, or enforcing any encumbrance of any kind against 

any of the Released Parties or any of their respective assets or property on account of any 

Claim or other debt or liability that is discharged pursuant to the HTA 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 

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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 that is discharged pursuant to the HTA 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 41.7 of the HTA Plan and decretal paragraph 42

hereof, nothing contained in the HTA Plan or this Confirmation Order is intended, nor 

shall it be construed, to be a non-consensual third-party release of the HTA/CCDA PSA 

Creditors and of their respective Related Persons by Creditors of the Debtor. 

41. Injunction Related to Releases. As of the HTA Effective Date, all Entities 

that hold, have held, or may hold a Released Claim that is released pursuant to section 41.2

of the HTA 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 

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 37 of this 

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Confirmation Order and section 41.2 of the HTA 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 HTA 

Plan or this Confirmation Order. 

42. Exculpation. 

(a) Government Parties: The Oversight Board, AAFAF, the Debtor, and each of their 

respective Related Persons, solely acting in its capacity as such at any time up to and including 

the HTA Effective Date, 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 Case, the formulation, preparation, 

dissemination, implementation, confirmation or approval of the HTA 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 HTA Plan; provided, however, that the foregoing provisions of 

this subparagraph (a) or section 41.7 of the HTA 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 41.7(a) of the HTA 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 HTA 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 HTA Plan.

(b) HTA/CCDA PSA Creditors: Each of the HTA/CCDA PSA Creditors solely in its 

capacity as a party to the HTA/CCDA Plan Support Agreement and a Creditor and/or insurer, as 

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applicable, from the Petition Date up to and including the HTA 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 Case, mediation, the negotiation, formation, 

preparation, dissemination, implementation, acceptance, confirmation or approval of the HTA 

Plan or any compromises or settlements contained therein, the Disclosure Statement, 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 HTA Plan; provided, however, that the 

foregoing provisions of this subparagraph (b) and section 41.7(b) of the HTA 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.

(c) Monoline Insurers: Ambac, Assured, FGIC, National, and their respective 

Related Persons shall not have or incur any liability to any Entity for any act taken or omitted to 

be taken consistent with the HTA Plan or in connection with the formulation, preparation, 

dissemination, implementation, acceptance, confirmation, or approval of the HTA Plan, 

including, without limitation, in connection with the treatment of Ambac Insured Bond Claims, 

Assured Insured Bond Claims, FGIC Insured Bond Claims, or National 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, or 

National Insurance Policies; provided, however, that, notwithstanding anything contained in this 

Confirmation Order or the HTA Plan to the contrary, the terms and provisions of the HTA Plan

and this Confirmation Order shall not, and shall not be construed to, release or exculpate, any 

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payment obligation under the applicable Ambac Insurance Policy, Assured Insurance Policy, 

FGIC Insurance Policy, or National Insurance Policy, to any beneficial holder of Ambac Insured 

Bonds, Assured Insured Bonds, FGIC Insured Bonds or National Insured Bonds, as applicable, 

in accordance with their respective terms solely to the extent of any failure of such holder to 

receive the Ambac Treatment, Assured Treatment, FGIC Treatment, or National Treatment, as 

applicable (or any claims that Ambac, Assured, FGIC, or National may have against a beneficial 

holder of respective insured bonds with respect to Ambac’s, Assured’s, FGIC’s, or National’s 

applicable obligations under the Ambac Insurance Policies, Assured Insurance Policies, FGIC 

Insurance Policies, or National Insurance Policies, as applicable).

(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 

HTA Petition Date up to and including the HTA 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 Case, the formation, preparation, 

dissemination, implementation, confirmation or approval of the HTA Plan or any compromises 

or settlements contained therein, the HTA 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 HTA 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 entitled to be reimbursed for reasonable attorneys’ fees and expenses incurred and 

indemnified for any damages awarded, in each case, by HTA pursuant to a Final Order; and, 

provided, further, the foregoing provision of this decretal paragraph 42(d) and section 41.7(d) of 

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the HTA 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) The DRA Parties: Each of the DRA and the DRA Parties, from the HTA Petition 

Date up to and including the HTA 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 

Case, mediation, the negotiation, formation, preparation, dissemination, implementation, 

confirmation or approval of the HTA Plan or any compromises or settlements contained therein, 

the Disclosure Statement, the DRA Stipulation, 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 HTA Plan; provided, however, that, the foregoing provisions of 

this subparagraph (e) 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. 

43. GUC Reserve. On and after the Effective Date, HTA’s and Reorganized HTA’s 

obligation to holders of Allowed HTA General Unsecured Claims shall be limited to funding the 

GUC Reserve in accordance with section 20.3 of the HTA Plan as follows: subject to the 

reductions provided therein, (a) Twenty-Four Million Dollars ($24,000,000.00) on the HTA 

Effective Date and (b) Twenty-Four ($24,000,000.00) on the first (1st) anniversary of the HTA 

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Effective Date. Upon the GUC Reserve being funded by HTA or Reorganized HTA, as the case 

may be, in accordance with section 20.3 of the HTA Plan, HTA and Reorganized HTA shall 

have no further liability on account of such Allowed HTA General Unsecured Claims. 

44. Appointments Related Litigation/Uniformity Litigation. Notwithstanding 

anything contained herein or the HTA 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 HTA 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 HTA 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 HTA Plan and 

this Confirmation Order, including, without limitation, the releases, exculpations and injunctions 

provided pursuant to Article XLI of the HTA 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 

HTA 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 of dismissal or withdrawal with the clerk of the court having 

jurisdiction thereof.

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45. Bar Order. To the limited extent provided in the HTA 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 Parties, based upon, related to, or arising out of or in connection with any of the 

Released Claims, confirmation and consummation of the HTA Plan, the negotiation and 

consummation of the HTA/CCDA 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 Case, 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 Case, 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 41.7 of the HTA Plan 

and decretal paragraph 42 hereof, nothing contained in the HTA Plan or this Confirmation

Order is intended, nor shall it be construed, to be a non-consensual third-party release of 

the HTA/CCDA PSA Creditors and of their respective Related Persons by Creditors of 

the Debtor.

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46. Supplemental Injunction. Notwithstanding anything contained herein or in 

the HTA Plan to the contrary, except to the limited extent provided in the HTA Plan, all 

Entities, including Entities acting on their behalf, who currently hold or assert, have held 

or asserted, or may hold or assert, any Released Claims against any of the Released Parties 

based upon, attributable to, arising out of or relating to the Title III Case or any Claim 

against the Debtor, 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 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 arising prior to the HTA 

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 HTA Plan or this 

Conformation 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) Taking any act, in any manner, in any place whatsoever, that does not 

conform to, or comply with, the provisions of the HTA Plan or this Confirmation Order; 

provided, however, that the Debtor’s compliance with the formal requirements of 

Bankruptcy Rule 3016 shall not constitute an admission that the HTA 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 41.7 

of the HTA Plan and decretal paragraph 42 hereof, nothing contained in the HTA Plan or 

this Confirmation Order is intended, nor shall it be construed, to be a non-consensual 

third-party release of the HTA/CCDA PSA Creditors and of their respective Related 

Persons by Creditors of the Debtor. 

47. Term of Existing Injunctions or Stays. Unless otherwise provided in the HTA 

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 HTA Plan

or this Confirmation Order) shall remain in full force and effect through the HTA 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 HTA Plan or this Confirmation 

Order shall remain in full force and effect in accordance with their terms.

48. Prosecution of Claims. Except as settled and released herein, from and after the 

HTA 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 HTA Plan and 

the Avoidance Actions Trust Agreement.

49. Indemnification and Reimbursement Obligations. For purposes of the HTA Plan, 

(i) to the extent executory in nature, the obligations of the Debtor, 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 HTA Petition Date, shall be deemed 

assumed as of the HTA Effective Date and (ii) indemnification obligations of the Debtor arising 

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from conduct of officers and directors during the period from and after the HTA Petition Date 

shall be Administrative Expense Claims.

50. Compliance with Tax Requirements. Any party issuing any instrument or making 

any distribution under the HTA 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 HTA Plan shall be subject to any such withholding or reporting 

requirements. Except as provided above, each holder of an Allowed Claim that is to receive a 

distribution under the HTA 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 HTA 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 HTA 

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 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.

51. Documents and Instruments. Each federal, state, commonwealth, local, foreign, 

or other governmental agency is hereby authorized and directed to accept any and all documents 

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and instruments necessary or appropriate to effectuate, implement, or consummate the 

transactions contemplated by the HTA Plan and this Confirmation Order.

52. Fiscal Plan. For so long as the Oversight Board is in existence, the Oversight 

Board shall cause the HTA Fiscal Plan in effect on the HTA Effective Date, and any post-HTA 

Effective Date HTA Fiscal Plan certified by the Oversight Board to include provisions requiring 

the certified budget to provide for the payment in each FY of principal and interest payable on 

the New HTA Bonds, including, without limitation, sinking fund payments due in such FY.

53. Oversight Board Termination and Post-Confirmation Powers. Neither the HTA 

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 HTA 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 HTA Plan. At all times, each party in interest may enforce HTA Plan

provisions directly affecting such party in interest.

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

Sole Discretion. Subject to the provisions of decretal paragraph 46 hereof, nothing in the HTA 

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 

HTA Fiscal Plan and budget in effect on the HTA 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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55. Government Post-Confirmation Powers and Duties. Upon termination of the 

Oversight Board pursuant to section 209 of PROMESA, Reorganized HTA or each Entity and 

Person acting on behalf thereof, including, without limitation, the Reorganized HTA Board of 

Directors, shall enforce the HTA Plan and the transactions and obligations contemplated therein 

and arising therefrom. If Reorganized HTA or any Entity or Person acting on behalf thereof, 

including, without limitation, any member of the Reorganized HTA Board of Directors, fails to 

enforce an HTA 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 HTA Plan provision. At no time 

prior or subsequent to the termination of the Oversight Board shall the Commonwealth of Puerto 

Rico, including, without limitation, any Entity or Person acting on behalf thereof, enact, 

implement, or enforce any statute, resolution, policy, or rule reasonably likely, directly or 

indirectly, to impair the carrying out of the HTA Plan’s payment provisions, covenants, and 

other obligations. Pursuant to section 1142(b) of the Bankruptcy Code, HTA and Reorganized 

HTA, including, without limitation, any Entity or Person (including without limitation, the HTA 

and Reorganized HTA Boards of Directors, respectively) acting for or on their behalf, take all 

acts necessary for the consummation of the HTA Plan. 

56. Asserted Surety Claims. Notwithstanding anything contained in the HTA Plan to 

the contrary, to the extent that the Claim of a surety against the Debtor 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 32.1 of the HTA 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 

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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 20.1 of the HTA Plan. 

57. 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 Debtor

or the Reorganized Debtor, 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 HTA 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.

58. Retention of Jurisdiction. Notwithstanding the entry of this Confirmation Order 

or the occurrence of the HTA Effective Date, subject to the terms and provisions of Article XL 

of the HTA Plan, and except as otherwise provided in the HTA 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 HTA Plan, this Court shall retain exclusive jurisdiction to the 

extent it has exclusive subject matter jurisdiction, and concurrent jurisdiction to the extent it has 

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concurrent subject matter jurisdiction, over all matters arising under PROMESA, arising out of, 

and related to, the HTA Title III Case to the fullest extent legally permissible, including, but not 

limited to, subject matter jurisdiction over the matters set forth in Article XL of the HTA Plan.

59. Conflicts Among Documents. The provisions of the HTA 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 irreconcilable inconsistency 

(a) between the HTA Plan and this Confirmation Order, the terms and provisions of this 

Confirmation Order shall govern and be deemed a modification of the HTA Plan, (b) this 

Confirmation Order and any other order in the Commonwealth Title III Case or the HTA Title III 

Case (other than the Commonwealth Confirmation Order), the terms and provisions of this

Confirmation Order shall control, (c) the terms and provisions of the HTA Plan and the New 

HTA Bonds Indenture, the terms and provisions of the New HTA Bonds Indenture shall govern;

provided, however, that nothing contained herein is intended, nor shall be construed, to modify 

the economic terms of the HTA Plan absent consent of the Oversight Board.

60. Modifications. Before substantial consummation of the HTA Plan, the Oversight 

Board may modify the HTA Plan at any time after entry of this Confirmation Order, subject to 

any limitations set forth in the HTA Plan (including consent rights) and any stipulation approved 

by this Court in connection with the HTA Plan; provided, however, that the circumstances 

warrant such modification and the Court, after notice and a hearing, confirms such modified plan 

under the applicable legal requirements. For the avoidance of doubt, the HTA Plan shall not be 

modified except in accordance with section 942 of the Bankruptcy Code and the terms of this 

Confirmation Order.

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61. Provisions of Plan and Order Nonseverable and Mutually Dependent. The 

provisions of the HTA 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.

62. Governing Law. Except to the extent that other federal law is applicable, or to the 

extent that an exhibit to the HTA Plan or any document to be entered into in connection with the 

HTA Plan provides otherwise, the rights, duties, and obligations arising under the HTA 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.

63. Applicable Non-Bankruptcy Law. Pursuant to section 1123(a) of the Bankruptcy 

Code, as applicable to the HTA Title III Case pursuant to section 301(a) of PROMESA, the 

provisions of this Confirmation Order and the HTA Plan shall apply and be enforceable 

notwithstanding any otherwise applicable non-bankruptcy 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 HTA Plan (as such documents may be further, amended, 

supplemented, or modified and filed with the Court on or prior to the HTA Effective Date), 

including, without limitation, the New HTA Bonds, and the New HTA Bonds Indenture, provide 

adequate means for implementation of the HTA Plan pursuant to section 1123(a)(5) of the 

Bankruptcy Code, and, as of the occurrence of the HTA Effective Date, shall constitute legal, 

valid, and binding obligations of Reorganized HTA, and valid provisions to pay and to secure 

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payment of the New HTA Bonds, pursuant to section 944(b)(3) of the Bankruptcy Code, and be 

enforceable in accordance with their terms.

64. Waiver of Filings. Any requirement pursuant to Bankruptcy Rule 1007 obligating 

the Debtor 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 HTA Effective 

Date.

65. Notice of Order. In accordance with Bankruptcy Rules 2002 and 3020(c), as soon 

as reasonably practicable after the HTA Effective Date, Reorganized HTA shall serve notice of 

the entry of this Confirmation Order and the occurrence of the HTA Effective Date, substantially 

in the form attached as Exhibit B hereto, (a) to all parties in interest, by publication thereof once 

in each of (i) El Nuevo Dia (in Spanish), (ii) Caribbean Business (in English), (iii) El Nuevo 

Herald (in Spanish), (iv) The New York Times (in English), (v) The Bond Buyer (in English), 

(vi) El Vocero (in Spanish), and (vii) Primera Hora (in Spanish), and (b) to all parties who hold

a Claim in the HTA Title III Case, as well as the Creditors’ Committee, the U.S. Trustee, any 

party filing a notice pursuant to Bankruptcy Rule 2002 in connection with the HTA Title III 

Case, 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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66. No Waiver. The failure to specifically include any particular provision of the 

HTA 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 HTA Plan is confirmed in its 

entirety and incorporated herein by this reference. 

SO ORDERED.

Dated: October 12, 2022

/s/ Laura Taylor Swain

Laura Taylor Swain

United States District Court Judge

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