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Exhibit 2

Protective Order

1. Definitions:

a. “Document” means all documents and information in the 

Depository (the “Data Room”).

b. “Confidential Information” means all Documents in the Data Room 

that the Debtor considers in good faith to contain personal, proprietary, or otherwise confidential 

information that would have a detrimental effect on the Debtor or other third parties if it was 

publicly disclosed. 

2. Permissible Use of Confidential Information. All parties to this Protective 

Order, including their agents and representatives, agree to maintain the confidentiality and avoid 

improper disclosure of any Confidential Information in the Data Room. This includes any 

information derived from the Confidential Information, such as summaries, copies, or 

presentations containing or referencing Confidential Information. All Documents made available 

in the Depository shall be used only in connection with evaluating the adequacy of information in 

the Disclosure Statement and the confirmation of the Plan and not for any other purpose. Each 

Eligible Creditor will safeguard Confidential Information from unauthorized disclosure with the 

same standard of care each Eligible Creditor uses in maintaining the confidentiality of its own 

confidential information of a similar nature.

3. Confidentiality Subscription. Eligible Creditors who are interested in 

obtaining access to Confidential Information will be directed to sign a Protective Order 

Subscription utilizing OnTask, a secure online signing service. Before an Eligible Creditor or any 

of its agents or representatives may access Confidential Information, they must read this Protective 

Order and execute the Protective Order Subscription in the form attached as Exhibit 3 to the Order 

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via OnTask’s secure signing service. 

4. Disclosure of Confidential Information. Without obtaining the Debtor’s

prior written consent, Confidential Information may be disclosed only to the following persons: 

a. any mediator or court (or their representatives) taking part in the 

administration or adjudication of the Disclosure Statement (collectively, the “Courts”), in 

compliance with the procedures listed in paragraph 6 below; 

b. persons who are the authors, addressees, or recipients of documents 

containing Confidential Information if they have previously had lawful access to those documents; 

c. professional court reporters and their staff; and 

d. any Eligible Creditor’s agents or representatives, including in house 

and outside counsel, professional personnel (including but not limited to IT staff), testifying or 

consulting experts, anticipated or actual witnesses testifying in connection with the Disclosure 

Statement or Plan, and translators or other outside litigation support vendors (collectively, 

“Representatives”). Eligible Creditors shall be responsible for ensuring their Representatives read 

this Protective Order and comply with its terms, and each Eligible Creditor shall be responsible 

for any breach of this Protective Order by any of their Representatives. Attorneys for Eligible 

Creditors may only provide Confidential Information to their clients after their clients visit 

OnTask’s secure signing service and execute the Protective Order Subscription on the OnTask site. 

5. Demand for Confidential Information. If an Eligible Creditor or its 

Representatives are requested or required by court process or law to disclose Confidential 

Information, the Eligible Creditor will promptly give the Oversight Board written notice (to the 

attention of Martin J. Bienenstock, Esq. Ehud Barak, Esq., Proskauer Rose LLP, Eleven Times 

Square, New York, New York 10036) of such request or requirement as far in advance of any 

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disclosure as is practicable so the parties may seek an appropriate protective order or waiver in 

compliance with provisions of this Protective Order. 

6. Submission of Confidential Information to the Court. Any Confidential 

Information filed with or otherwise submitted to the Court shall be filed or submitted under seal 

consistent with the local rules for the United States District Court for the District of Puerto Rico, 

and any applicable case management procedures. If any Confidential Information is used in any 

court proceeding, it shall not lose its designation through such use. Confidential Information shall 

not be copied or reproduced in an Eligible Creditor’s objection to the Disclosure Statement, unless 

it is reasonably necessary to include Confidential Information in such an objection. If so, the 

Eligible Creditor’s objection must be filed under seal in accordance with the requirements of the 

United States District Court for the District of Puerto Rico, and all copies shall be subject to this 

Protective Order and must include a “CONFIDENTIAL” designation. 

7. Challenges to Designations of Confidentiality. If an Eligible Creditor 

believes any documents contained in the Depository have been improperly designated by the 

Debtor as containing Confidential Information, the Eligible Creditor may, after attempting to 

resolve the matter by agreement, apply to the Court for a ruling that certain documents or testimony 

designated as Confidential Information, or the information therein, is not entitled to confidential 

status or protection. The confidential status of the documents, testimony, or information at issue 

shall be maintained pending the Court’s ruling on the motion and any appeal therefrom. The 

Debtor’s failure to designate Documents as “CONFIDENTIAL” shall not be deemed a waiver in 

whole or in part of the claim of confidentiality. Upon prompt notice from the Oversight Board of 

a failure to designate, Eligible Creditors and their Representatives shall cooperate to restore the 

confidentiality of the Confidential Information.

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8. Nonwaiver of Privileges. Disclosure of documents (including documents 

containing Confidential Information) pursuant to the terms of this Protective Order shall not be 

deemed to waive attorney-client privilege, work-product protection or other privilege or immunity 

that would otherwise attach to the document or information produced or to other documents or 

information. If an Eligible Creditor or their Representative reviews any information in the Data 

Room that is either (i) subject to a good faith claim of privilege, or (ii) upon reasonable review 

appears to be subject to a legally recognized privilege, the Eligible Creditor or their Representative 

shall provide immediate notice to the Debtor and shall not review the information. Upon 

notification by the Debtor that it has inadvertently included information in the Depository that 

should not have been included (whether because of applicable privilege or otherwise), each 

Eligible Creditor shall certify that they have deleted or destroyed any downloaded or printed copies 

of such documents within twenty-four (24) hours of notification. 

9. Return or Destruction of Confidential Information Upon Plan Confirmation. 

Within sixty (60) days after the entry of a final order (or orders) confirming the Plan, or the 

exhaustion of any appeals relating thereto, Confidential Information and all copies of same, and 

all documents containing or referring to Confidential Information, and copies of any pleading or 

paper filed of record with the Court, shall either be returned to the Debtor or destroyed. 

10. Application of Securities Laws. Any Eligible Creditor who signs a

Protective Order Subscription understands that, as a result of the receipt of Confidential 

Information, he, she, or it may be deemed to be in possession of material, nonpublic information 

relating to the Debtor, and that the United States securities laws apply to such person. If an Eligible 

Creditor or its Representative who signs a Protective Order Subscription also trades securities, 

such person represents that it will ensure such trades do not violate any federal or state 

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securities laws. 

11. Remedies, Jurisdiction and Governing Law. Specific performance and 

injunctive relief are available as nonexclusive remedies upon proof of any breach of this Protective 

Order. Each Eligible Creditor and the Debtor shall confer in good faith over any disagreement in 

connection with this Protective Order before claiming noncompliance to any third party or this 

Court, provided that the Debtor shall have the right to refuse continued access to the Data Room

to such Eligible Creditor and its Representatives if the Debtor determines that such Eligible 

Creditor has breached its obligations. 

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