UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

PROMESA

Title III

No. 17 BK-3283-LTS

(Jointly Administered)

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

NOTICE OF FILING OF REVISED PROPOSED ORDER AND JUDGMENT

CONFIRMING FOURTH AMENDED TITLE III PLAN OF ADJUSTMENT OF

THE PUERTO RICO HIGHWAYS AND TRANSPORTATION AUTHORITY 

PLEASE TAKE NOTICE that, on July 20, 2022, the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as sole Title III representative of the 

Puerto Rico Highways and Transportation Authority (“HTA” or the “Debtor”) pursuant to section 

315(b) of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”),2

 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 (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. 

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

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filed the proposed Order and Judgment Confirming Third Amended Title III Plan of Adjustment 

of the Puerto Rico Highways and Transportation Authority [Case No. 17-3567, ECF No. 1278] 3

(the “Original Proposed Order”).

PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit A is the proposed 

Order and Judgment Confirming Fourth Amended Title III Plan of Adjustment of the Puerto Rico 

Highways and Transportation Authority (the “Revised Proposed Order”), which reflects revisions 

in response to comments and objections from various parties.

PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit B is a redline 

comparison of the Original Proposed Order against the Revised Proposed Order.

PLEASE TAKE FURTHER NOTICE that all documents filed in these Title III cases 

are available (a) free of charge by visiting https://cases.ra.kroll.com/puertorico/ or by calling 

+1 (844) 822-9231, and (b) on the Court’s website at http://www.prd.uscourts.gov, subject to the 

procedures and fees set forth therein.

[Remainder of Page Left Intentionally Blank]

 3 Unless otherwise stated, all ECF Nos. shall refer to the docket in Case No. 17-3567.

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Dated: August 7, 2022

San Juan, Puerto Rico

Respectfully submitted,

/s/ Brian S. Rosen 

Martin J. Bienenstock (pro hac vice)

Brian S. Rosen (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

/s/ Hermann D. Bauer 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

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EXHIBIT A

Revised Proposed Order

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UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, 

et al.,

Debtors.

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 

FOURTH AMENDED TITLE III PLAN OF ADJUSTMENT OF THE 

PUERTO RICO HIGHWAYS AND TRANSPORTATION AUTHORITY

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TABLE OF CONTENTS

Page

1. Confirmation of the HTA Plan ........................................................................................... 3

2. Objections........................................................................................................................... 4

3. Findings/Conclusions.......................................................................................................... 4

4. Litigation Resolution .......................................................................................................... 8

5. HTA Plan Settlements Approved........................................................................................ 9

6. Dismissal of GO/Clawback Litigation................................................................................ 9

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 .............................................. 12

12. No Action.......................................................................................................................... 13

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

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

15. Binding Effect................................................................................................................... 14

16. Cancellation of Notes, Instruments, Certificates, and Other Documents ......................... 15

17. Rejection or Assumption of Remaining Executory Contracts and Unexpired 

Leases................................................................................................................................ 17

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

19. Rejection Damages Claims............................................................................................... 18

20. Payment of Cure Amounts................................................................................................ 19

21. Setoff................................................................................................................................. 19

22. Delivery of Distributions .................................................................................................. 20

23. Disbursing Agent .............................................................................................................. 25

24. Payment of Trustee Fees and Expenses............................................................................ 25

25. Securities Laws Exemption............................................................................................... 27

26. Acceleration of Insured Bonds.......................................................................................... 27

27. Disputed Claims Reconciliation ....................................................................................... 29

28. Disputed Claims Holdback ............................................................................................... 30

29. No Amendments to Proofs of Claim................................................................................. 31

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30. Conditions to Effective Date............................................................................................. 32

31. Administrative Claim Bar Date ........................................................................................ 32

32. Professional Compensation and Reimbursement Claims................................................. 33

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

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

35. HTA/CCDA Clawback Structuring Fees.......................................................................... 37

36. DRA Restriction Fee......................................................................................................... 37

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

38. Releases by the Debtor and Reorganized Debtor ............................................................. 43

39. Release and Exculpation Provisions................................................................................. 43

40. Injunction on Claims ...................................................................................................... 44

41. Injunction Related to Releases....................................................................................... 45

42. Exculpation ....................................................................................................................... 46

43. GUC Reserve .................................................................................................................... 49

44. Appointments Related Litigation...................................................................................... 49

45. Bar Order ........................................................................................................................ 50

46. Supplemental Injunction................................................................................................ 51

47. Term of Existing Injunctions or Stays.............................................................................. 52

48. Prosecution of Claims....................................................................................................... 53

49. Indemnification and Reimbursement Obligations............................................................ 53

50. Compliance with Tax Requirements................................................................................. 53

51. Documents and Instruments.............................................................................................. 54

52. Fiscal Plan......................................................................................................................... 54

53. Oversight Board Termination and Post-Confirmation Powers......................................... 55

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

Sole Discretion.................................................................................................................. 55

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

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

57. Reversal/Stay/Modification/Vacatur of Order.................................................................. 56

58. Retention of Jurisdiction................................................................................................... 57

59. Conflicts Among Documents............................................................................................ 57

60. Modifications.................................................................................................................... 58

61. Provisions of Plan and Order Nonseverable and Mutually Dependent ............................ 58

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62. Governing Law ................................................................................................................. 58

63. Applicable Nonbankruptcy Law....................................................................................... 58

64. Waiver of Filings .............................................................................................................. 59

65. Notice of Order ................................................................................................................. 59

66. No Waiver......................................................................................................................... 60

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 PROMESA Section 315(b), having proposed and 

filed with the United States District Court for the District of Puerto Rico (the “Court”) the Fourth

Title III Plan of Adjustment of the Puerto Rico Highways and Transportation Authority, dated 

August 7, 2022 (Docket Entry No. 1350 in Case No. 17-3567)

1

(as amended, supplemented, or 

modified prior, at, or subsequent to the HTA Confirmation Hearing as set forth in this 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);2

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 

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. 

 

1 All docket entry references are to entries in Case No. 17-3567 unless otherwise indicated.

2 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 Regarding 

Confirmation of Fourth Amended Title III Plan of Adjustment of the Puerto Rico Highways and 

Transportation Authority (the “Findings of Fact and Conclusions of Law”), (Docket Entry No. 

______), as applicable. A composite copy of the HTA Plan is annexed hereto as Exhibit A.

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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. 1351); 

(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) Omnibus Reply of the Puerto Rico Highways and Transportation Authority to 

Objections to Third 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 the Fourth Amended Title III Plan of Adjustment of 

the Puerto Rico Highways and Transportation Authority (Docket Entry No. 1360) (the 

“Confirmation Brief”); and

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

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

Entry No. 1357); and

(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); and

(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); and

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(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); and

(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);

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;3and 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 

 

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

Conclusions of Law.

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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 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 

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 seek confirmation of a plan of 

adjustment in accordance with federal law. 

(B) This 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 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 PROMESA Section 4, 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 preempted to the extent set forth 

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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 [___] 

DAY OF [______], 2022.

(E) Pursuant to PROMESA, including Section 4 thereof, as well as sections 9444

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

 

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

validity of obligations imposed under a plan of the debtor and of any provision made to pay or 

secure payment of such obligations. 11 U.S.C. § 944(b)(3). See generally In re City of Stockton, 

Cal., 526 B.R. 35, 49-50 (Bankr. E.D. Cal. 2015) (“The structure of the federal-state 

relationship . . . regarding restructuring of municipal debt is dictated by the U.S. Constitution. . 

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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.

 

. . [T]he Supremacy Clause operates to cause federal bankruptcy law to trump state laws, 

including state constitutional provisions, that are inconsistent with the exercise by Congress of

its exclusive power to enact uniform bankruptcy laws” (citing Ass’n of Retired Emps. of the 

City of Stockton v. City of Stockton, Cal. (In re City of Stockton, Cal.), 478 B.R. 8, 14-16 (Bankr. 

E.D. Cal. 2012); U.S. Const. art. VI, cl. 2; Int’l Bhd. of Elec. Workers, Local 2376 v. City of 

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

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

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

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

matter, because the determination of the court on that issue should be binding in the future.” 6 

Alan N. Resnick & Henry J. Sommer, Collier On Bankruptcy § 944.03[1][b] (16th ed. 2013). 

See, e.g., Amended Order and Judgment Confirming Third Amended Plan of Adjustment of the 

Puerto Rico Sales Tax Financing Corporation, dated February 5, 2019, and Amended 

Memorandum of Findings of Face and Conclusions of Law in Connection with Confirmation of 

the Third Amended Title III Plan of Adjustment of Puerto Rico Sales Tax Financing 

Corporation, dated February 5, 2019, ¶174 (“Confirmation of the Plan constitutes a judicial 

determination and, pursuant to section 4 of PROMESA and sections 944, 1123, and 1125 of the 

Bankruptcy Code as incorporated by section 301 of PROMESA, the terms of these Findings of 

Fact and Conclusions of Law shall prevail over any general or specific provision of territory 

law, State law or regulation that is inconsistent therewith and be full, final, complete, 

conclusive, and binding and shall not be subject to collateral attack or other challenge in any 

court or other forum, except as permitted under applicable law”); Order Confirming Third 

Amended Plan for the Adjustment of Debts of the City of San Bernardino, California, as 

Modified by the Court, dated February 7, 2017, ¶ 22 (“In accordance with Section 944(a) and 

notwithstanding any otherwise applicable law, upon the occurrence of the HTA Effective Date, 

the terms of the Plan and this Confirmation Order shall be binding upon . . . .”); Order 

Confirming Eighth Amended Plan for the Adjustment of Debts of the City of Detroit, dated 

November 12, 2014, ¶ 86 (“[I]n accordance with section 944(a) of the Bankruptcy Code and 

notwithstanding any otherwise applicable law, upon the occurrence of the HTA Effective Date, 

the terms of the Plan and this Order shall be binding upon, and inure to the benefit of . . . .”); 

Findings of Fact, Conclusions of Law, Order Confirming the Chapter 9 Plan of Adjustment for 

Jefferson County, Alabama, dated November 6, 2013, ¶ 37, (“Pursuant to Bankruptcy Code 

sections 1123(a), 1123(b), and 944(a), as well as general principles of federal supremacy, the 

provisions of this Confirmation Order, the Plan, and related documents or any amendments or 

modifications thereto shall apply and be enforceable notwithstanding any otherwise applicable 

nonbankruptcy law.”).

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(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 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 will be “closed” and shall remain in full force and effect until the Secured 

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

(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 Constitution of the Commonwealth of Puerto Rico 

(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 

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(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.

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

Complaint, Adv. Proc. No. 21-00068-LTS, Dkt. No 83 (October 29, 2021), 

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 

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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 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 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 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 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 

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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 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 

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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 Bankruptcy Code section 

944(b)(3), 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 

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 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 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, 

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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. Fees and expenses incurred in connection with the prosecution and 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, 

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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 Indemnified Parties shall be entitled to rely, in good faith, 

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

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

which they are indemnified. 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. From the HTA Effective Date up to and including the 

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

Code section 1142(b), Reorganized HTA 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) Reorganized HTA is authorized and directed, and the Puerto Rico Department 

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

Puerto Rico law, to 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 (c) pursuant 

to PROMESA Section 108(a)(2), 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, Reorganized HTA including, without limitation, any Entity or Person (including, 

without limitation, the Reorganized HTA Board of Directors) acting for or on behalf thereof, is 

directed to take any and all actions necessary to consummate the transactions contemplated by the 

HTA Plan. 

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

PROMESA Section 305, the Oversight Board consents to the entry of this 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 Order intended to be conclusive 

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

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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 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, 

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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 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 

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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.

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 Effective Date. The Debtor shall 

serve (y) notice of any Executory Contract and Unexpired Lease to be assumed or assumed and 

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assigned through the operation of Section 27.1 of the HTA Plan, by including a schedule of such 

contracts and leases in the Plan Supplement and (z) notice of any Executory Contract and 

Unexpired Lease to be rejected through the operation of Section 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, 

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

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or permitted by the provisions of sections 553, 555, 559, or 560 of the Bankruptcy Code or pursuant 

to the common law right of recoupment; and, provided, further, that nothing in this decretal 

paragraph or Section 28.11 of the HTA Plan shall affect the releases and injunctions provided in 

Article XLI of the HTA Plan or this Order.

22. Delivery of Distributions. 

(a) Delivery of Distributions Generally. Subject to the provisions of Rule 9010 

of the Bankruptcy Rules, and except as provided in the 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 

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established by the Debtor or its agents with The Depository Trust Company, and each trustee or 

fiscal agent shall close and terminate the original CUSIPs after making distributions in accordance 

with the terms and provisions of the 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 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 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 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 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 Consideration and shall 

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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 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 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 Order, (i) to the extent an Assured Insured 

Bondholder holding an Assured Insured Bond with CUSIP number [__] 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 extent an Assured Insured Bondholder 

holding the custody receipt with CUSIP number [__] evidencing a beneficial ownership interest in 

the Assured Insured Bond with CUSIP number [__] 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 

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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 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 Bondholder holding the custody receipt with CUSIP number [__] evidencing 

a beneficial ownership interest in the Assured Insured Bond with CUSIP number [__] 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 

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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 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 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 Debtors 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 

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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 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 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 

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“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 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 21, 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 

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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 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 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 Order:

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

this Order, 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 Order, to the extent that there are no outstanding payment defaults by National 

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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 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 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

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 

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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 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. 

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(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. 

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.

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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 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 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, 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. 

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30. Conditions to 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 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 Bankruptcy Code section 503(b) as of the entry 

of this 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.

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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) 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, that, except as provided herein or the HTA Plan, each 

Professional (including any member of the Creditors’ Committee, in its capacity as such member) 

must file its application for final allowance of compensation for professional services rendered and 

reimbursement of expenses on or prior to the date that is one hundred twenty (120) days following 

the HTA Effective Date. The Reorganized Debtor shall pay compensation for professional 

services extended and reimbursement of expenses incurred by its respective Professionals 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 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 

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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 (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. (EST) 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 

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 

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and applicable law) held or, in the case of the Monolines held or insured, by such HTA/CCDA 

PSA Restriction Fee Creditor 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 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 

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Restriction Fee on account thereof and such entitlement shall remain with the selling party; and, 

provided, further, that, in all circumstances, the sum of the aggregate 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, 

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no Consummation Costs or HTA PSA Restriction Fee shall be 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 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 

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satisfaction, settlement, discharge and release of, all Claims or Causes of Action 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 Order is intended, nor 

shall it be construed, to be a grant of a non-consensual 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 PROMESA Section 

407, 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 PROMESA Section 407 (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, Monoline-issued insurance pertaining thereto, and PREPA is not releasing any claims 

or causes of action against any non-Debtor Entity. Claims and causes of action against PREPA 

arising from or related to PREPA-issued bonds, and releases against PREPA and its assets shall 

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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 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 Order or 

Section 41.2 of the HTA Plan, in accordance with the provisions of the HTA/CCDA Plan Support 

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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 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 non-debtor 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 the United States that is not a Claim, 

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(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 Plan, 

the HTA Confirmation Order or any HTA Plan-related document set forth in the Plan Supplement 

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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, barred, released and discharged in accordance with the 

terms and provisions of the HTA Plan and the HTA Confirmation Order; and provided, further, 

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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 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. 

39. Release and Exculpation Provisions. Except as otherwise provided in this Order, 

all release and exculpation provisions, including, but not limited to, those contained in Article XLI

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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 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 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 

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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 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 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 Order. 

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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 

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 

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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 Order or the HTA Plan to the contrary, 

the terms and provisions of the HTA Plan and this Order shall not, and shall not be construed to, 

release or exculpate, any 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 

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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 HTS 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 

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 

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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 

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 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 

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connection with the Appointments Related Litigation or the Uniformity Litigation subsequent to 

entry of this 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 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 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.

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 

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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 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.

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 

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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 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 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; 

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 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 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 Order) shall remain in 

full force and effect through the HTA Effective Date, except that each injunction imposed by a 

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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 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 

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 

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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 and 

instruments necessary or appropriate to effectuate, implement, or consummate the transactions 

contemplated by the HTA Plan and this 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.

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53. Oversight Board Termination and Post-Confirmation Powers. Neither the HTA 

Plan nor this Order shall change the duration of the Oversight Board’s existence set forth in 

PROMESA Section 209, and neither the HTA Plan nor this 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 PROMESA Section 209, 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 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 PROMESA section 108(a). 

55. Government Post-Confirmation Powers and Duties. Upon termination of the 

Oversight Board pursuant to PROMESA Section 209, 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 

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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 Bankruptcy Code 

section 1142(b), 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 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 

Order or a subsequent order issued by this Court or a higher court having jurisdiction over an 

appeal of this Order or over a certiorari proceeding in respect of this Order, if any or all of the 

provisions of this 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 

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such reversal, stay, modification, or vacatur. Notwithstanding any such reversal, stay, 

modification, or vacatur of this Order, any such act or obligation incurred or undertaken pursuant 

to, or in reliance on, this Order prior to the effective date of such reversal, stay, modification, or 

vacatur shall be governed in all respect by the provisions of this 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 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 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 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 

Order, the terms and provisions of this Order shall govern and be deemed a modification of the

HTA Plan, (b) this 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 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, 

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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 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 Bankruptcy Code section 942 and the terms of this Order.

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

provisions of the HTA Plan and this 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 Nonbankruptcy Law. Pursuant to section 1123(a) of the Bankruptcy 

Code, as applicable to the HTA Title III Case pursuant to PROMESA Section 301(a), the 

provisions of this Order and the HTA Plan shall apply and be enforceable notwithstanding any 

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otherwise applicable nonbankruptcy law. The documents contained in the Plan Supplement and 

such other documents necessary or convenient to implement the provisions of this 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 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 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 

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District of Puerto Rico. Such notice is hereby approved in all respects and shall be deemed good 

and sufficient notice of entry of this Order.

66. No Waiver. The failure to specifically include any particular provision of the HTA 

Plan in this 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. 

Dated: __________________

San Juan, Puerto Rico 

Laura Taylor Swain

United States District Court Judge

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A-1

Exhibit A

HTA Plan

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B-1

Exhibit B

Form of Notice

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1

IN THE 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 PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY,

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

(Jointly Administered)

NOTICE OF (A) ENTRY OF ORDER CONFIRMING 

FOURTH AMENDED TITLE III PLAN OF ADJUSTMENT OF THE PUERTO RICO 

HIGHWAYS AND TRANSPORTATION AUTHORITY PURSUANT TO

TITLE III OF PROMESA AND (B) OCCURRENCE OF THE EFFECTIVE DATE

TO CREDITORS AND OTHER PARTIES IN INTEREST:

PLEASE TAKE NOTICE that, pursuant to an order, dated _____________, 2022 [ECF 

No. ____] (the “Confirmation Order”), the Fourth Amended Title III Plan of Adjustment of the 

Puerto Rico Highways and Transportation Authority, dated August 7, 2022 (as amended, 

supplemented, or modified, the “Plan”), was confirmed by the United States District Court for the 

District of Puerto Rico (the “Court”). Unless otherwise defined in this Notice, capitalized terms 

used herein shall have the meanings ascribed to them in the HTA Plan and the HTA Confirmation 

Order.

PLEASE TAKE FURTHER NOTICE that the HTA Effective Date of the HTA Plan

occurred on __________________ and the HTA Plan was substantially consummated.

PLEASE TAKE FURTHER NOTICE that any party in interest wishing to obtain copies of 

the Confirmation Order, the HTA Plan, and related documents should contact Prime Clerk LLC, 

by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for 

international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish 

available), or by email at puertoricoballots@primeclerk.com, or may view such documents by 

accessing either https://cases.primeclerk.com/puertorico/ or the Court’s website, 

https://www.prd.uscourts.gov/. Please note that a Public Access to Court Electronic Records 

(“PACER”) (http://www.pacer.psc.uscourts.gov) password and login are needed to access 

documents on the Court’s website.

PLEASE TAKE FURTHER NOTICE that, pursuant to Section [___] and Article [___] of 

the HTA Plan and decretal paragraph [___] of the Confirmation Order, the deadline for filing 

proofs of or requests for payment of Administrative Expense Claims (“Administrative Expense 

Requests”) is [____], 2022; provided, however, that no proof of Administrative Expense Claim 

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2

shall be required to be filed if such Administrative Expense Claim (a) shall have been incurred (i) 

in accordance with an order of the Court or (ii) with the written consent of the applicable 

Government Parties expressly granting such Administrative Expense Claim, (b) is a Professional 

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

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

Date, (e) relates to actions occurring from and after the HTA Petition 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 any administrative expense pursuant to Bankruptcy Code 

section 503(b) as of the entry of the 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.

PLEASE TAKE FURTHER NOTICE that, all Administrative Expense Requests should be 

sent to the following:

[_____]

Administrative Expense Requests will be deemed timely filed only if actually received by Prime 

Clerk by 5:00 p.m. (prevailing Atlantic Time) on [___], 2022 (the “Administrative Deadline”). 

The Administrative Expense Requests may not be delivered by facsimile, telecopy, or electronic 

mail transmission.

PLEASE TAKE FURTHER NOTICE that, if you are required to file an 

Administrative Expense Request pursuant to Section [___] and Article [___] of the HTA Plan

and decretal paragraph [___] of the Confirmation Order and fail to do so by the 

Administrative Deadline, you will be forever barred, estopped, and enjoined from asserting 

such Administrative Expense Claim (and from filing an Administrative Expense Request 

with respect to such Administrative Expense Claim) against the Debtor and their property, 

and the Debtor and Reorganized Debtor will be forever discharged from any and all 

indebtedness or liability with respect to such Administrative Expense Claim.

PLEASE TAKE FURTHER NOTICE that, pursuant to Section [___] of the HTA Plan and 

decretal paragraph [___] of the Confirmation Order, if the rejection of an Executory Contract and 

Unexpired Lease by the Debtor 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 their properties or agents, 

successors, or assigns, including, without limitation, the Reorganized Debtor, unless a proof of 

Claim is filed with the Court 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 Court authorizing rejection of a 

particular Executory Contract and Unexpired Lease.

Dated: 

San Juan, Puerto Rico

/s/ 

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Martin J. Bienenstock (pro hac vice)

Brian S. Rosen (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

/s/ 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

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C-1

Exhibit C

Preempted Laws

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C-2

List of Statutes Preempted by PROMESA1

I. Puerto Rico Highway and Transportation Authority Act

1. Act 74, approved on June 23, 1965: 

a. 9 L.P.R.A. §§ 2004(f), (h), (j), (l), (m), (n), (q)

b. 9 L.P.R.A. § 2004a(3)

c. 9 L.P.R.A. § 2006

d. 9 L.P.R.A. § 2008

e. 9 L.P.R.A. § 2010

f. 9 L.P.R.A. §§ 2012(a), (b), (d), (e), (g) (h)

g. 9 L.P.R.A. §§ 2013(a), (b)

h. 9 L.P.R.A. § 2019

i. 9 L.P.R.A. § 2020

2. Act 1, approved on January 15, 2015:

a. 9 L.P.R.A. § 2024(a)

b. 9 L.P.R.A. §§ 2026(b), (c), (d)(first paragraph), (d)(1), (d)(2), (d)(6), (d)(7), 

(d)(8), (d)(9), (d)(11), (d)(12), (d)(15)

c. 9 L.P.R.A. § 2027

d. 9 L.P.R.A. § 2030

e. 9 L.P.R.A. § 2032

f. 9 L.P.R.A. § 2035

II. Uniform Rate Revision and Modification Act

1. Act 21, approved on May 31, 1985:

 

1 The statutes listed herein are preempted for the reasons and solely to the extent set forth in Exhibit “A” to the 

Proposed Findings of Fact and Conclusions of Law.

The Debtor reserves the right to amend this list prior to the entry of the HTA Confirmation Order. 

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C-3

a. 27 L.P.R.A. § 261a

b. 27 L.P.R.A. § 261b

c. 27 L.P.R.A. § 261c

d. 27 L.P.R.A. § 261d

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2

Exhibit B

Redline

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UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO,

et al.,

Debtors.

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

THIRDFOURTH AMENDED TITLE III PLAN OF ADJUSTMENT OF THE

PUERTO RICO HIGHWAYS AND TRANSPORTATION AUTHORITY

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TABLE OF CONTENTS

Page

1. Confirmation of the HTA Plan 3

2. Objections 34

3. Findings/Conclusions 4

4. Litigation Resolution 8

5. HTA Plan Settlements Approved 9

6. Dismissal of GO/Clawback Litigation 9

7. Implementation of the HTA Plan 910

8. Enforceability of New Debt Instruments 1011

9. HTA Avoidance Actions 1011

10. Funding, Costs, and Expenses of the Avoidance Actions Trust 11. 12

11. Indemnification of Avoidance Actions Trustee and Board 12

12. No Action 13

13. Government Action 13

14. Oversight Board Consent Pursuant to PROMESA Section 305 14

15. Binding Effect 14

16. Cancellation of Notes, Instruments, Certificates, and Other Documents 15

17. Rejection or Assumption of Remaining Executory Contracts and Unexpired

Leases 1617

18. Insurance Policies 18

19. Rejection Damages Claims 18

20. Payment of Cure Amounts 1819

21. Setoff 19

22. Delivery of Distributions 1920

23. Disbursing Agent 25

24. Payment of Trustee Fees and Expenses 25

25. Securities Laws Exemption 2627

26. Acceleration of Insured Bonds 27

27. Disputed Claims Reconciliation 2829

28. Disputed Claims Holdback 2930

29. No Amendments to Proofs of Claim 3031

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30. Conditions to Effective Date 3132

31. Administrative Claim Bar Date 3132

32. Professional Compensation and Reimbursement Claims 3233

33. HTA Consummation Costs 33

34. HTA Restriction Fee 3334

35. HTA/CCDA Clawback Structuring Fees 3637

36. DRA Restriction Fee 37

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

38. Releases by the Debtor and Reorganized Debtor 43

39. Release and Exculpation Provisions 43

40. Injunction on Claims 4344

41. Injunction Related to Releases 4445

42. Exculpation 4546

43. GUC Reserve 49

44. Appointments Related Litigation 49

45. Bar Order 50

46. Supplemental Injunction 51

47. Term of Existing Injunctions or Stays 52

48. Prosecution of Claims 5253

49. Indemnification and Reimbursement Obligations 53

50. Compliance with Tax Requirements 53

51. Documents and Instruments 54

52. Fiscal Plan 54

53. Oversight Board Termination and Post-Confirmation Powers 5455

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

Sole Discretion 5455

55. Government Post-Confirmation Powers and Duties 55

56. Asserted Surety Claims 56

57. Reversal/Stay/Modification/Vacatur of Order 5556

57.58. Retention of Jurisdiction 5657

58.59. Conflicts Among Documents 5657

59.60. Modifications 5758

60.61. Provisions of Plan and Order Nonseverable and Mutually Dependent 5758

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61.62. Governing Law 5758

62.63. Applicable Nonbankruptcy Law 58

63.64. Waiver of Filings 5859

64.65. Notice of Order 5859

65.66. No Waiver 5960

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 PROMESA Section 315(b), having

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

“Court”) the ThirdFourth Title III Plan of Adjustment of the Puerto Rico Highways and

Transportation Authority, dated June 17,August 7, 2022 (Docket Entry No. 12401350 in Case

No. 17-3567)1 (as amended, supplemented, or modified prior, at, or subsequent to the HTA

Confirmation Hearing as set forth in this 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);2 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 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

1 All docket entry references are to entries in Case No. 17-3567 unless otherwise indicated.

2 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 Regarding 

Confirmation of ThirdFourth Amended Title III Plan of Adjustment of the Puerto Rico 

Highways and Transportation Authority (the “Findings of Fact and Conclusions of Law”), 

(Docket Entry No. ______), as applicable. A composite copy of the HTA Plan is annexed 

hereto as Exhibit A.

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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. [_____]1351);

(b) CertificateAffidavit of Service of Solicitation Materials (Docket Entry NosNo.

[_____]1324) (the “Mailing Affidavit”);

(c) Affidavit of Publication and Radio Advertisements (Docket Entry NosNo.

[_____]1342) (the “Publication & Radio Affidavit”, and together with the Mailing

Affidavit, the “Service Affidavits”);

(d) Omnibus Reply of the Puerto Rico Highways and Transportation Authority to

Objections to Third 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 the ThirdFourth Amended Title III Plan of

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

No. [_____]1360) (the “Confirmation Brief”); and

(f) Declaration of [_____]David Skeel in Respect of Confirmation of ThirdFourth

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

Transportation Authority (Docket Entry No. [_____]1357); and

(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); and

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(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); and

(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); and

(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);

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;3 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:

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

Conclusions of Law.

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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

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 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

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 seek confirmation of a plan of

adjustment in accordance with federal law.

(B) This 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 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 PROMESA Section 4, to the extent not previously ruled

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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 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 [___]

DAY OF [______], 2022.

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Pursuant to PROMESA, including Section 4 thereof, as well as sections 9444

(E)

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

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

the validity of obligations imposed under a plan of the debtor and of any provision made to pay

or secure payment of such obligations. 11 U.S.C. § 944(b)(3). See generally In re City of 

Stockton, Cal., 526 B.R. 35, 49-50 (Bankr. E.D. Cal. 2015) (“The structure of the federal-state 

relationship . . . regarding restructuring of municipal debt is dictated by the U.S. Constitution. . 

. . [T]he Supremacy Clause operates to cause federal bankruptcy law to trump state laws, 

including state constitutional provisions, that are inconsistent with the exercise by Congress of 

its exclusive power to enact uniform bankruptcy laws” (citing Ass’n of Retired Emps. of the 

City of Stockton v. City of Stockton, Cal. (In re City of Stockton, Cal.), 478 B.R. 8, 14-16 

(Bankr. E.D. Cal. 2012); U.S. Const. art. VI, cl. 2; Int’l Bhd. of Elec. Workers, Local 2376 v. 

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

(additional citations omitted)). As set forth in the leading bankruptcy treatise, “[t]he 

requirement of a court determination of validity is extra assurance for those who might be 

skittish about the nature of the bonds being issued . . . . It has the added feature of removing 

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

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

944.03[1][b] (16th ed. 2013). See, e.g., Amended Order and Judgment Confirming Third 

Amended Plan of Adjustment of the Puerto Rico Sales Tax Financing Corporation, dated 

February 5, 2019, and Amended Memorandum of Findings of Face and Conclusions of Law in 

Connection with Confirmation of the Third Amended Title III Plan of Adjustment of Puerto 

Rico Sales Tax Financing Corporation, dated February 5, 2019, ¶174 (“Confirmation of the 

Plan constitutes a judicial determination and, pursuant to section 4 of PROMESA and sections 

944, 1123, and 1125 of the Bankruptcy Code as incorporated by section 301 of PROMESA, the 

terms of these Findings of Fact and Conclusions of Law shall prevail over any general or 

specific provision of territory law, State law or regulation that is inconsistent therewith and be 

full, final, complete, conclusive, and binding and shall not be subject to collateral attack or 

other challenge in any court or other forum, except as permitted under applicable law”); Order 

Confirming Third Amended Plan for the Adjustment of Debts of the City of San Bernardino, 

California, as Modified by the Court, dated February 7, 2017, ¶ 22 (“In accordance with 

Section 944(a) and notwithstanding any otherwise applicable law, upon the occurrence of the 

HTA Effective Date, the terms of the Plan and this Confirmation Order shall be binding upon . 

. . .”); Order Confirming Eighth Amended Plan for the Adjustment of Debts of the City of 

Detroit, dated November 12, 2014, ¶ 86 (“[I]n accordance with section 944(a) of the 

Bankruptcy Code and notwithstanding any otherwise applicable law, upon the occurrence of 

the HTA Effective Date, the terms of the Plan and this Order shall be binding upon, and inure to

 the benefit of . . . .”); Findings of Fact, Conclusions of Law, Order Confirming the Chapter 9 

Plan of Adjustment for Jefferson County, Alabama, dated November 6, 2013, ¶ 37, (“Pursuant 

to Bankruptcy Code sections 1123(a), 1123(b), and 944(a), as well as general principles of 

federal supremacy, the provisions of this Confirmation Order, the Plan, and related documents 

or any amendments or modifications thereto shall apply and be enforceable notwithstanding 

any otherwise applicable nonbankruptcy law.”).

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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 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 will be “closed” and shall remain in full force and effect until the Secured

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

(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 Constitution of the Commonwealth of Puerto Rico

(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

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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.

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

Complaint, Adv. Proc. No. 21-00068-LTS, Dkt. No 83 (October 29, 2021),

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

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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 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 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 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, (aand (b) five (5) Business Days following this 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

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prejudice, and (b2) 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

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

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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 Bankruptcy Code section

944(b)(3), 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

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 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 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

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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. Fees and expenses incurred in connection with the prosecution and

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

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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

Indemnified Parties shall be entitled to rely, in good faith, on the advice of their retained

professionals. The foregoing indemnity in respect of any Indemnified Party shall survive the

termination of such Indemnified Party from the capacity for which they are indemnified. 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. From the HTA Effective Date up to and including the

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

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Code section 1142(b), Reorganized HTA 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) Reorganized HTA is authorized and directed, and the Puerto Rico Department

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

Puerto Rico law, to 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 (c) pursuant

to PROMESA Section 108(a)(2), 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, Reorganized HTA including, without limitation, any Entity or Person

(including, without limitation, the Reorganized HTA Board of Directors) acting for or on behalf

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

contemplated by the HTA Plan.

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

PROMESA Section 305, the Oversight Board consents to the entry of this Order, and, consistent

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

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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 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 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

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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

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

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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.

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

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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 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 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

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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

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 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

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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 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 Order.

22. Delivery of Distributions.

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

9010 of the Bankruptcy Rules, and except as provided in the 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

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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

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 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 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 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.

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

Notwithstanding any other provision of the HTA Plan or of this 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

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 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 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 Order, (i) to the extent an

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Assured Insured Bondholder holding an Assured Insured Bond with CUSIP number [__] 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 extent an Assured

Insured Bondholder holding the custody receipt with CUSIP number [__] evidencing a beneficial

ownership interest in the Assured Insured Bond with CUSIP number [__] 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 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 Bondholder holding the custody

receipt with CUSIP number [__] evidencing a beneficial ownership interest in the Assured

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Insured Bond with CUSIP number [__] 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 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

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

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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 Debtors 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

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

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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 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

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

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28.13 of the HTA Plan and this decretal paragraph 21, 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 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 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

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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 Order:

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

this Order, 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 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 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 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

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,

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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 31.132.1(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

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.

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(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 31.732.7 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.

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

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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 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 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, 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

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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 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

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,

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(e) relates to actionstransactions 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 Bankruptcy Code section

503(b) as of the entry of this 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) 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, that, except as provided herein or the

HTA Plan, each Professional (including any member of the Creditors’ Committee, in its capacity

as such member) must file its application for final allowance of compensation for professional

services rendered and reimbursement of expenses on or prior to the date that is one hundred

twenty (120) days following the HTA Effective Date. The Reorganized Debtor shall pay

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compensation for professional services extended and reimbursement of expenses incurred by its

respective Professionals 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 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 (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. (EST) 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 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

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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 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

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(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 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 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

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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 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

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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 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 be entitled to 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

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 Order is intended, nor shall it be construed, to be a grant of a non-consensual

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

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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 PROMESA Section 407, 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 PROMESA

Section 407 (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, Monoline-issued insurance

pertaining thereto, and PREPA is not releasing any claims or causes of action against any

non-Debtor Entity. Claims and causes of action against PREPA arising from or related to

PREPA-issued bonds, and releases against PREPA and its assets shall be addressed in PREPA’s

Title III case, including, without limitation, any plan of adjustment therein.

(b) Except as expressly provided in the 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 Order shall

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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 Order or

Section 41.2 of the HTA Plan, in accordance with the provisions of the 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

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

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powers, or (ii) enjoin, limit, impair or delay the SEC from commencing or continuing any claims,

causes of action, proceedings or investigations against any non-debtor person or non-debtor

entity in any forum.

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

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 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

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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

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

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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,

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,

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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 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.

39. Release and Exculpation Provisions. Except as otherwise provided in this 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 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,

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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 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 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,

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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

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 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

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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

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.

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(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 Order or

the HTA Plan to the contrary, the terms and provisions of the HTA Plan and this Order shall not,

and shall not be construed to, release or exculpate, any 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’

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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 HTS 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

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,

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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 (1

st) anniversary of the HTA

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 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 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 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 Order, including,

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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.

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,

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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 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.

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;

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(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 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 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;

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 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 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 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 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

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(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

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

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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

and instruments necessary or appropriate to effectuate, implement, or consummate the

transactions contemplated by the HTA Plan and this 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 Order shall change the duration of the Oversight Board’s existence set forth in

PROMESA Section 209, and neither the HTA Plan nor this 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 PROMESA Section 209, 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.

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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 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 PROMESA section 108(a).

55. Government Post-Confirmation Powers and Duties. Upon termination of the

Oversight Board pursuant to PROMESA Section 209, 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 Bankruptcy Code section 1142(b), HTA and Reorganized HTA,

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

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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

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. 56. Reversal/Stay/Modification/Vacatur of Order. Except as otherwise provided

in this Order or a subsequent order issued by this Court or a higher court having jurisdiction over

an appeal of this Order or over a certiorari proceeding in respect of this Order, if any or all of the

provisions of this 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 Order, any such act or obligation incurred or undertaken pursuant

to, or in reliance on, this Order prior to the effective date of such reversal, stay, modification, or

vacatur shall be governed in all respect by the provisions of this 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.

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58. 57. Retention of Jurisdiction. Notwithstanding the entry of this 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 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. 58. Conflicts Among Documents. The provisions of the HTA Plan and this 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 Order, the terms and provisions of this Order shall govern and be deemed a

modification of the HTA Plan, (b) this 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 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. 59. Modifications. Before substantial consummation of the HTA Plan, the

Oversight Board may modify the HTA Plan at any time after entry of this 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

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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 Bankruptcy Code section 942 and the terms of this Order.

61. 60. Provisions of Plan and Order Nonseverable and Mutually Dependent. The

provisions of the HTA Plan and this 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. 61. 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. 62. Applicable Nonbankruptcy Law. Pursuant to section 1123(a) of the

Bankruptcy Code, as applicable to the HTA Title III Case pursuant to PROMESA Section

301(a), the provisions of this Order and the HTA Plan shall apply and be enforceable

notwithstanding any otherwise applicable nonbankruptcy law. The documents contained in the

Plan Supplement and such other documents necessary or convenient to implement the provisions

of this 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,

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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 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. 63. 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. 64. 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 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 Order.

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66. 65. No Waiver. The failure to specifically include any particular provision of the

HTA Plan in this 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.

Dated: __________________

San Juan, Puerto Rico 

Laura Taylor Swain

United States District Court Judge

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Exhibit A

HTA Plan

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Exhibit B

Form of Notice

B- 1

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IN THE 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 PUERTO RICO HIGHWAYS AND

TRANSPORTATION AUTHORITY,

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

(Jointly Administered)

NOTICE OF (A) ENTRY OF ORDER CONFIRMING

THIRDFOURTH AMENDED TITLE III PLAN OF ADJUSTMENT OF THE PUERTO

RICO

HIGHWAYS AND TRANSPORTATION AUTHORITY PURSUANT TO

TITLE III OF PROMESA AND (B) OCCURRENCE OF THE EFFECTIVE DATE

TO CREDITORS AND OTHER PARTIES IN INTEREST:

PLEASE TAKE NOTICE that, pursuant to an order, dated _____________, 2022 [ECF

No. ____] (the “Confirmation Order”), the ThirdFourth Amended Title III Plan of Adjustment of

the Puerto Rico Highways and Transportation Authority, dated June 17,August 7, 2022 (as

amended, supplemented, or modified, the “Plan”), was confirmed by the United States District

Court for the District of Puerto Rico (the “Court”). Unless otherwise defined in this Notice,

capitalized terms used herein shall have the meanings ascribed to them in the HTA Plan and the

HTA Confirmation Order.

PLEASE TAKE FURTHER NOTICE that the HTA Effective Date of the HTA Plan

occurred on __________________ and the HTA Plan was substantially consummated.

PLEASE TAKE FURTHER NOTICE that any party in interest wishing to obtain copies

of the Confirmation Order, the HTA Plan, and related documents should contact Prime Clerk

LLC, by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for

international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish

available), or by email at puertoricoballots@primeclerk.com, or may view such documents by

accessing either https://cases.primeclerk.com/puertorico/ or the Court’s website,

https://www.prd.uscourts.gov/. Please note that a Public Access to Court Electronic Records

(“PACER”) (http://www.pacer.psc.uscourts.gov) password and login are needed to access

documents on the Court’s website.

PLEASE TAKE FURTHER NOTICE that, pursuant to Section [___] and Article [___] of

the HTA Plan and decretal paragraph [___] of the Confirmation Order, the deadline for filing

proofs of or requests for payment of Administrative Expense Claims (“Administrative Expense

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Requests”) is [____], 2022; provided, however, that no proof of Administrative Expense Claim

shall be required to be filed if such Administrative Expense Claim (a) shall have been incurred (i)

in accordance with an order of the Court or (ii) with the written consent of the applicable

Government Parties expressly granting such Administrative Expense Claim, (b) is a Professional

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

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

Date, (e) relates to actions occurring from and after the HTA Petition 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 any administrative expense pursuant to Bankruptcy Code

section 503(b) as of the entry of the 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.

PLEASE TAKE FURTHER NOTICE that, all Administrative Expense Requests should

be sent to the following:

[_____]

Administrative Expense Requests will be deemed timely filed only if actually received by Prime

Clerk by 5:00 p.m. (prevailing Atlantic Time) on [___], 2022 (the “Administrative Deadline”).

The Administrative Expense Requests may not be delivered by facsimile, telecopy, or electronic

mail transmission.

PLEASE TAKE FURTHER NOTICE that, if you are required to file an

Administrative Expense Request pursuant to Section [___] and Article [___] of the HTA

Plan and decretal paragraph [___] of the Confirmation Order and fail to do so by the

Administrative Deadline, you will be forever barred, estopped, and enjoined from asserting

such Administrative Expense Claim (and from filing an Administrative Expense Request

with respect to such Administrative Expense Claim) against the Debtor and their property,

and the Debtor and Reorganized Debtor will be forever discharged from any and all

indebtedness or liability with respect to such Administrative Expense Claim.

PLEASE TAKE FURTHER NOTICE that, pursuant to Section [___] of the HTA Plan

and decretal paragraph [___] of the Confirmation Order, if the rejection of an Executory Contract

and Unexpired Lease by the Debtor 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 their properties

or agents, successors, or assigns, including, without limitation, the Reorganized Debtor, unless a

proof of Claim is filed with the Court 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 Court authorizing rejection of

a particular Executory Contract and Unexpired Lease.

Dated: 

San Juan, Puerto Rico

/s/ 

B- 2

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Martin J. Bienenstock (pro hac vice)

Brian S. Rosen (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and

Management Board as representative for the

Debtor

/s/ 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and

Management Board as representative for the

Debtor

B- 3

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Exhibit C

Preempted Laws

C- 1

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I. Puerto Rico Highway and Transportation Authority Act

1. Act 74, approved on June 23, 1965:

a. 9 L.P.R.A. §§ 2004(f), (h), (j), (l), (m), (n), (q)

b. 9 L.P.R.A. § 2004a(3)

c. 9 L.P.R.A. § 2006

d. 9 L.P.R.A. § 2008

e. 9 L.P.R.A. § 2010

f. 9 L.P.R.A. §§ 2012(a), (b), (d), (e), (g) (h)

g. 9 L.P.R.A. §§ 2013(a), (b)

h. 9 L.P.R.A. § 2019

i. 9 L.P.R.A. § 2020

2. Act 1, approved on January 15, 2015:

a. 9 L.P.R.A. § 2024(a)

b. 9 L.P.R.A. §§ 2026(b), (c), (d)(first paragraph), (d)(1), (d)(2), (d)(6), (d)(7), (d)(8),

(d)(9), (d)(11), (d)(12), (d)(15)

c. 9 L.P.R.A. § 2027

d. 9 L.P.R.A. § 2030

e. 9 L.P.R.A. § 2032

f. 9 L.P.R.A. § 2035

II. Uniform Rate Revision and Modification Act

1. Act 21, approved on May 31, 1985:

a. 27 L.P.R.A. § 261a

b. 27 L.P.R.A. § 261b

c. 27 L.P.R.A. § 261c

C- 2

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d. 27 L.P.R.A. § 261d

C- 3

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