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 FOURTH AMENDED TITLE III 

PLAN OF ADJUSTMENT OF THE PUERTO RICO

HIGHWAYS AND TRANSPORTATION AUTHORITY 

PLEASE TAKE NOTICE that, on June 17, 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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2

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

Transportation Authority [Case No. 17-3567, ECF No. 1240]

3 (the “Third Amended HTA Plan”).

PLEASE TAKE FURTHER NOTICE that, on August 7, 2022, the Debtor filed the

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

Authority [ECF No. 1350] (the “Fourth Amended HTA Plan”), which contains certain technical 

modifications.

PLEASE TAKE FURTHER NOTICE that a redline comparison showing the changes 

from the Third Amended HTA Plan to the Fourth Amended HTA Plan is attached hereto as 

Exhibit A. 

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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3

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

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

THIRDFOURTH AMENDED TITLE III PLAN OF ADJUSTMENT OF THE

PUERTO RICO HIGHWAYS AND TRANSPORTATION AUTHORITY

PROSKAUER ROSE LLP

Eleven Times Square

New York, New York 10036

Telephone: (212) 969-3000

Facsimile: (212) 969-2900

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Telephone: (787) 764-8181

Facsimile: (787) 753-8944

Attorneys for the Financial Oversight and Management Board

as Representative for the Debtor in Its Title III Case

Dated: June 17,August 7, 2022

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

1.1 AAFAF 1

1.2 ACR Order 1

1.3 Act 106 1

1.4 Administrative Claim Bar Date 1

1.5 Administrative Expense Claim 1

1.6 ADR Order 2

1.7 ADR Procedures 2

1.8 Affiliate 2

1.9 AFICA 2

1.10 Allowed 2

1.11 Allowed Claim 2

1.12 Ambac 2

1.13 Ambac Acceleration Price 32

1.14 Ambac Action 3

1.15 Ambac Bondholder Elections 3

1.16 Ambac Bondholder Election Forms 3

1.17 Ambac Bondholder Notice Form 3

1.18 Ambac Certificates 3

1.19 Ambac Commutation Consideration 3

1.20 Ambac Commutation Treatment 3

1.21 Ambac CW/HTA Bond Claims 3

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1.22 Ambac Election 3

1.23 Ambac Election Notice 3

1.24 Ambac Insured Bond Claims 43

1.25 Ambac Insured Bondholder 43

1.26 Ambac Insured Bonds 4

1.27 Ambac Insurance Policies 4

1.28 Ambac Non-Commutation Treatment 4

1.29 Ambac Plan Consideration 4

1.30 Ambac Treatment 4

1.31 Ambac Trust 4

1.32 Ambac Trust Assets 4

1.33 Appointments Related Litigation 4

1.34 Assets 54

1.35 Assured 5

1.36 Assured Acceleration Price 5

1.37 Assured Bondholder Elections 5

1.38 Assured Bondholder Elections Form 5

1.39 Assured CW/HTA Bond Claims 5

1.40 Assured Election 5

1.41 Assured Election Notice 5

1.42 Assured Insurance Policies 5

1.43 Assured Insured Bond Claim 5

1.44 Assured Insured Bondholder 65

1.45 Assured Insured Bonds 65

1.46 Assured New HTA Bonds 6

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1.47 Assured Plan Consideration 6

1.48 Assured Treatment 6

1.49 Assured Trust 6

1.50 Avoidance Actions 6

1.51 Avoidance Actions Trust 76

1.52 Avoidance Actions Trust Agreement 7

1.53 Avoidance Actions Trust Board 7

1.54 Avoidance Actions Trustee 7

1.55 Ballot Date 7

1.56 Ballot/Election Form 7

1.57 Bankruptcy Code 7

1.58 Bankruptcy Rules 7

1.59 Bar Date 7

1.60 Bar Date Orders 87

1.61 Business Day 87

1.62 Capital Improvements 8

1.63 Cash 8

1.64 Causes of Action 8

1.65 CCDA 8

1.66 Charging Lien 8

1.67 Claim 8

1.68 Class 98

1.69 Clawback Actions 98

1.70 Clawback CVI Indenture 9

1.71 Clawback CVIs 9

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1.72 COFINA 9

1.73 Commonwealth 9

1.74 Commonwealth Confirmation Order 9

1.75 Commonwealth Constitution 9

1.76 Commonwealth Effective Date 109

1.77 Commonwealth Loan 109

1.78 Commonwealth Legislature 109

1.79 Commonwealth Plan 109

1.80 Consummation Costs 10

1.81 Convenience Cap 10

1.82 Convenience Claim 10

1.83 Conversion Date 10

1.84 Creditor 1110

1.85 Creditors’ Committee 1110

1.86 CUSIP 1110

1.87 Custodial Trust Documents 1110

1.88 CVIs 11

1.89 CVI Indenture 11

1.90 CVI Legislation 11

1.91 CW/Convention Center Claim 11

1.92 CW/HTA Claim 11

1.93 CW/HTA Clawback Recovery 1211

1.94 CW/MBA Claim 1211

1.95 CW/PRIFA Rum Tax Claim 1211

1.96 Debt 12

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1.97 Debtor 12

1.98 Debt Management Policy 12

1.99 Debt Policy Period 12

1.100 Debt Related Objections 12

1.101 Debt Service Fund 13

1.102 Deemed Issuance Date 13

1.103 Definitive Documents 13

1.104 Disallowed 13

1.105 Disbursing Agent 1413

1.106 Disclosure Statement 1413

1.107 Disclosure Statement Hearing 1413

1.108 Disclosure Statement Order 14

1.109 Disputed Claim 14

1.110 Disputed Funds Stipulation 14

1.111 Distribution Record Date 14

1.112 DRA 1514

1.113 DRA Parties 1514

1.114 DRA Restriction Fee 1514

1.115 DRA Stipulation 1514

1.116 Dual-Insured Bond 15

1.117 Eminent Domain/Inverse Condemnation Claim 15

1.118 Eminent Domain Proceeding 15

1.119 Entity 15

1.120 ERS 15

1.121 Executory Contract 1615

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1.122 Federal Claims 1615

1.123 FGIC 1615

1.124 FGIC Action 1615

1.125 FGIC Certificates 1615

1.126 FGIC CW/HTA Bond Claims 1615

1.127 FGIC Escrow Account Agreements 16

1.128 FGIC Insured Bond Claims 16

1.129 FGIC Insured Bonds 16

1.130 FGIC Insurance Policies 16

1.131 FGIC Plan Consideration 1716

1.132 FGIC Rehabilitation Plan 1716

1.133 FGIC Treatment 1716

1.134 FGIC Trust 1716

1.135 Final Order 17

1.136 Findings of fact and Conclusions of Law 17

1.137 Fiscal Plan 17

1.138 FY 1817

1.139 GDB 1817

1.140 GDB/HTA Loans 1817

1.141 GDB Loan Priority Determination 1817

1.142 GO CVIs 1817

1.143 Government Entity 18

1.144 Government Parties 18

1.145 Government Released Claims 18

1.146 Government Releasees 1918

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1.147 GUC Recovery Cap 19

1.148 GUC Reserve 19

1.149 Highway Assets 19

1.150 HTA 19

1.151 HTA 68 Bond Claim 19

1.152 HTA 68 Bond Claim (Ambac) 19

1.153 HTA 68 Bond Claim (Assured) 2019

1.154 HTA 68 Bond Claim (National) 2019

1.155 HTA 68 Bond Recovery 2019

1.156 HTA 68 Bonds 2019

1.157 HTA 98 Bonds 20

1.158 HTA 98 Senior Bond Claim 2120

1.159 HTA 98 Senior Bond Claim (Ambac) 2120

1.160 HTA 98 Senior Bond Claim (Assured) 2120

1.161 HTA 98 Senior Bond Claim (FGIC) 2120

1.162 HTA 98 Senior Bond Claim (National) 2120

1.163 HTA 98 Senior Bond Recovery 2120

1.164 HTA 98 Senior Bonds 21

1.165 HTA 98 Sub Bond Claim 2221

1.166 HTA 98 Sub Bond Claim (Assured) 2221

1.167 HTA 98 Sub Bond Claim (FGIC) 2221

1.168 HTA 98 Sub Bond Claim (National) 22

1.169 HTA 98 Sub Bond Recovery 22

1.170 HTA 98 Sub Bonds 22

1.171 HTA Bond Claims 22

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1.172 HTA Bonds 2322

1.173 HTA/CCDA Annex Agreement 2322

1.174 HTA/CCDA Joinder Agreement 2322

1.175 HTA/CCDA Joinder Deadline 2322

1.176 HTA/CCDA Joinder Creditors 2322

1.177 HTA/CCDA Plan Support Agreement 2322

1.178 HTA/CCDA PSA Creditors 2322

1.179 HTA/CCDA PSA Restriction Fee Creditors 23

1.180 HTA/CCDA PSA Restriction Fee Period 23

1.181 HTA/CCDA PSA Threshold Attainment 2423

1.182 HTA Clawback CVI 2423

1.183 HTA Clawback Recovery 2423

1.184 HTA Committee Agreement 2423

1.185 HTA Confirmation Date 2423

1.186 HTA Confirmation Hearing 24

1.187 HTA Confirmation Order 24

1.188 HTA Distribution Conditions 24

1.189 HTA Effective Date 2524

1.190 HTA Enabling Act 2524

1.191 HTA Fiscal Agent 2524

1.192 HTA Fiscal Plan 2524

1.193 HTA/GDB Claim 2524

1.194 HTA General Unsecured Claim 2524

1.195 HTA GUC Recovery 2625

1.196 HTA Moscoso Bond Claim 2625

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1.197 HTA Moscoso Bonds 2625

1.198 HTA Petition Date 2625

1.199 HTA Plan 26

1.200 HTA PSA Restriction Fees 26

1.201 HTA Restriction Fee Percentage 26

1.202 HTA Title III Case 2726

1.203 Initial HTA/CCDA PSA Creditors 2726

1.204 Insured HTA Bond Claim 2726

1.205 Invalidity Actions 2726

1.206 IRC 2726

1.207 IRS 2726

1.208 Late-Filed Claim 2726

1.209 Lien 2726

1.210 Lien Challenge Actions 27

1.211 Lift Stay Motions 27

1.212 List of Creditors 2827

1.213 Local Bankruptcy Rules 2827

1.214 MBA 2827

1.215 MFA 2827

1.216 Monolines 2827

1.217 National 2827

1.218 National Action 2827

1.219 National Acceleration Price 2827

1.220 National Bondholder Election Form 28

1.221 National Certificates 28

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1.222 National Commutation Consideration 2928

1.223 National Commutation Treatment 2928

1.224 National CW/HTA Bond Claims 2928

1.225 National Election Notice 2928

1.226 National Escrow Account 2928

1.227 National Escrow Consideration 2928

1.228 National HTA Consideration 2928

1.229 National Insurance Policies 29

1.230 National Insured Bond Claims 3029

1.231 National Insured Bonds 3029

1.232 National Non-Commutation Treatment 3029

1.233 National Plan Consideration 3029

1.234 National Treatment 3029

1.235 National Trust 3029

1.236 National Trust Consideration 3029

1.237 New HTA Bonds 3029

1.238 New HTA Bonds Indenture 3029

1.239 New HTA Bonds Trustee 3029

1.240 New HTA CABs 30

1.241 New HTA CIBs 3130

1.242 New HTA Convertible CABs 3130

1.243 Outstanding 3130

1.244 Oversight Board 3130

1.245 Partial Disposition 3130

1.246 PayGo 3130

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1.247 PBA 3130

1.248 Person 3130

1.249 PFC 3130

1.250 Plan Supplement 3130

1.251 Pledged Revenues 3231

1.252 PRASA 3231

1.253 PREPA 3231

1.254 PRIDCO 3231

1.255 PRIFA 3231

1.256 PRITA 3231

1.257 Professional 3231

1.258 Professional Claim 3231

1.259 PROMESA 3231

1.260 Pro Rata Share 3231

1.261 Related Persons 3331

1.262 Released Claims 3332

1.263 Released Parties 3433

1.264 Releasing Parties 3433

1.265 Reorganized Commonwealth 3433

1.266 Reorganized HTA 3433

1.267 Reorganized HTA By-Laws 3433

1.268 SCC Action 3433

1.269 SEC 3433

1.270 Section 103 Bond Counsel 3433

1.271 Section 510(b) Subordinated Claim 3433

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1.272 Secured Obligations 3433

1.273 Securities Act 3433

1.274 SIB Account 3433

1.275 Solicitation Agent 3533

1.276 Subordinated Indebtedness 3533

1.277 Syncora 3534

1.278 Syncora Acceleration Price 3534

1.279 Title III 3534

1.280 Title III Case 3534

1.281 Title III Court 3534

1.282 Toll Facilities 3534

1.283 Toll Rate Covenant 3534

1.284 Toll Receipts 3534

1.285 Toll Receipt Fund 3534

1.286 Tolls 3534

1.287 Transit Assets 3634

1.288 Trust Documentation 3634

1.289 Trust Estate 3635

1.290 Unclaimed Distribution 3635

1.291 Underwriter Actions 3635

1.292 Unexpired Lease 3635

1.293 Uniformity Litigation 3635

1.294 UPR 3735

1.295 Voting Record Date 3735

1.296 Other Definitions 3736

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1.297 Rules of Interpretation 3736

ARTICLE II

COMPROMISE AND SETTLEMENT OF DISPUTES/RESTRUCTURING OF

ENTITIES/RETIREE CLAIMS

2.1 Litigation Resolution 3837

2.2 Allowance of Bond Claims 3837

2.3 Releases, Injunctions and Exculpation 3837

2.4 HTA Operational Restructuring 3837

2.5 Retiree Claims 3938

ARTICLE III

PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS

3.1 Administrative Expense Claims 3938

3.2 Professional Compensation and Reimbursement Claims 4039

3.3 HTA Consummation Costs 4039

3.4 HTA Restriction Fee 4139

3.5 DRA Restriction Fee 4241

3.6 Non-Severability 4241

ARTICLE IV

CLASSIFICATION OF CLAIMS

4.1 Claims are classified as follows 4241

ARTICLE V

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (CLASS 1)

5.1 Treatment of HTA 68 Bond Claims 4342

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ARTICLE VI

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (AMBAC) (CLASS 2)

6.1 Treatment of HTA 68 Bond Claims (Ambac) 4442

ARTICLE VII

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (ASSURED) (CLASS 3)

7.1 Treatment of HTA 68 Bond Claims (Assured) 4442

ARTICLE VIII

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (NATIONAL) (CLASS 4)

8.1 Treatment of HTA 68 Bond Claims (National) 4443

ARTICLE IX

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (CLASS 5)

9.1 Treatment of HTA 98 Senior Bond Claims 4443

ARTICLE X

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (AMBAC) (CLASS 6)

10.1 Treatment of HTA 98 Senior Bond Claims (Ambac) 4543

ARTICLE XI

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (ASSURED) (CLASS 7)

11.1 Treatment of HTA 98 Senior Bond Claims (Assured) 4543

ARTICLE XII

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (FGIC) (CLASS 8)

12.1 Treatment of HTA 98 Senior Bond Claims (FGIC) 4544

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ARTICLE XIII

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (NATIONAL) (CLASS 9)

13.1 Treatment of HTA 98 Senior Bond Claims (National) 4544

ARTICLE XIV

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (CLASS 10)

14.1 Treatment of HTA 98 Sub Bond Claims 4644

ARTICLE XV

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (ASSURED) (CLASS 11)

15.1 Treatment of HTA 98 Sub Bond Claims (Assured) 4644

ARTICLE XVI

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (FGIC) (CLASS 12)

16.1 Treatment of HTA 98 Sub Bond Claims (FGIC) 4645

ARTICLE XVII

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (NATIONAL) (CLASS 13)

17.1 Treatment of HTA 98 Sub Bond Claims (National) 4645

ARTICLE XVIII

PROVISIONS FOR TREATMENT OF HTA

MOSCOSO BOND CLAIMS (CLASS 14)

18.1 Treatment of HTA Moscoso Bond Claims 4745

ARTICLE XIX

PROVISIONS FOR TREATMENT EMINENT

DOMAIN/INVERSE CONDEMNATION CLAIMS (CLASS 15)

19.1 Treatment of Eminent Domain/Inverse Condemnation Claims 4745

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ARTICLE XX

PROVISIONS FOR TREATMENT OF HTA

GENERAL UNSECURED CLAIMS (CLASS 16)

20.1 Treatment of HTA General Unsecured Claims 4846

20.2 Limitation on Recovery 4847

20.3 GUC Reserve 4847

ARTICLE XXI

PROVISIONS FOR TREATMENT OF

HTA/GDB CLAIMS (CLASS 17)

21.1 Treatment of HTA/GDB Claims 4947

ARTICLE XXII

PROVISIONS FOR TREATMENT OF

SECTION 510(b) SUBORDINATED CLAIMS (CLASS 18)

22.1 Treatment of Section 510(b) Subordinated Claims 4947

ARTICLE XXIII

PROVISIONS FOR TREATMENT OF

CONVENIENCE CLAIMS (CLASS 19)

23.1 Treatment of Convenience Claims 4948

ARTICLE XXIV

PROVISIONS FOR TREATMENT

OF FEDERAL CLAIMS (CLASS 20)

24.1 Treatment of Federal Claims 4948

ARTICLE XXV

PROVISIONS REGARDING SECURED OBLIGATIONS

AND ADDITIONAL INDEBTEDNESS

25.1 Issuance and Distribution of the New HTA Bonds 5048

25.2 Tax-Exempt Treatment of the New HTA Bonds 5452

25.3 Adoption and Maintenance of a Debt Management Policy 5452

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ARTICLE XXVI

PROVISIONS REGARDING ASSURED INSURED BONDS, NATIONAL

INSURED BONDS, AMBAC INSURED BONDS AND FGIC INSURED BONDS

26.1 Treatment of Assured Insured Bond Claims 5554

26.2 Treatment of National Insured Bond Claims 5856

26.3 Treatment of FGIC Insured Bond Claims 6159

26.4 Treatment of Ambac Insured Bond Claims 6361

26.5 Fiscal Agent Obligations 6664

ARTICLE XXVII

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

27.1 Rejection or Assumption of Remaining Executory Contracts and Unexpired

Leases 6764

27.2 Approval of Rejection or Assumption of Executory Contracts and Unexpired

Leases 6765

27.3 Inclusiveness 6765

27.4 Cure of Defaults 6865

27.5 Insurance Policies 6866

27.6 Rejection Damage Claims 6866

27.7 Indemnification and Reimbursement Obligations 6866

27.8 Nonoccurrence of HTA Effective Date 6966

27.9 Reservation of Rights 6966

27.10 Collective Bargaining Agreements 6967

ARTICLE XXVIII

PROVISIONS GOVERNING DISTRIBUTIONS

28.1 Time and Manner of Distribution 6967

28.2 Timeliness of Payments 7068

28.3 Distributions by the Disbursing Agent 7068

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28.4 Manner of Payment under the HTA Plan 7168

28.5 Delivery of Distributions 7168

28.6 Cancellation of Notes, Instruments, Certificates, and Other Documents 7169

28.7 Undeliverable/Reserved Distributions 7270

28.8 Withholding and Reporting Requirements 7370

28.9 Time Bar to Cash Payments 7371

28.10 Distributions After HTA Effective Date 7471

28.11 Setoffs 7471

28.12 Allocation of Plan Distributions Between Principal and Interest 7472

28.13 Payment of Trustee Fees and Expenses 7472

28.14 Beneficial Owner 7572

28.15 Value of Distributions 7673

28.16 Disputed Funds Stipulation 7673

ARTICLE XXIX

PROSECUTION AND EXTINGUISHMENT OF CLAIMS HELD BY THE DEBTOR

29.1 Prosecution of Claims 7674

ARTICLE XXX

ACCEPTANCE OR REJECTION OF THE HTA PLAN; EFFECT OF

REJECTION BY ONE OR MORE CLASSES OF CLAIMS

30.1 Impaired Classes to Vote 7774

30.2 Acceptance by Class of Creditors 7774

30.3 Cramdown 7774

ARTICLE XXXI

RIGHTS AND POWERS OF DISBURSING AGENT

31.1 Exculpation 7774

31.2 Powers of the Disbursing Agent 7775

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31.3 Fees and Expenses Incurred From and After the HTA Effective Date 7875

ARTICLE XXXII

PROCEDURES FOR TREATMENT OF DISPUTED CLAIMS

AND CLAIMS SUBJECT TO ACR PROCEDURES

32.1 Objections to Claims; Prosecution of Disputed Claims 7875

32.2 Estimation of Claims 7976

32.3 Payments and Distributions on Disputed Claims 7977

32.4 Authority to Amend Lists of Creditors 8077

32.5 Non-Accrual of Interest 8077

32.6 Disallowance of Claims 8077

32.7 Claims Subject to ACR Procedures 8178

ARTICLE XXXIII

IDENTIFICATION OF CLAIMS IMPAIRED BY THE HTA PLAN

AND NOT IMPAIRED BY THE HTA PLAN

33.1 Impaired Classes 8178

33.2 Unimpaired HTA Classes 8178

ARTICLE XXXIV

CONDITIONS PRECEDENT TO CONFIRMATION OF THE HTA PLAN

34.1 Conditions Precedent to Confirmation of the HTA Plan 8179

34.2 Waiver of Conditions Precedent to Confirmation 8380

ARTICLE XXXV

CONDITIONS PRECEDENT TO THE HTA EFFECTIVE DATE

35.1 Conditions Precedent to the HTA Effective Date 8380

35.2 Waiver of Conditions Precedent 8683

35.3 Effect of Non-Occurrence of Conditions to HTA Effective Date 8784

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ARTICLE XXXVI

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE HTA PLAN

36.1 Modification of HTA Plan 8784

36.2 Revocation or Withdrawal 8784

36.3 Amendment of Plan Documents 8784

36.4 No Admission of Liability 8885

ARTICLE XXXVII

CORPORATE GOVERNANCE AND

MANAGEMENT OF REORGANIZED HTA

37.1 Corporate Action 8885

37.2 Amendment of By-Laws 8986

37.3 Directors of Reorganized HTA 8986

37.4 Officers of Reorganized HTA 8986

ARTICLE XXXVIII

PROVISIONS REGARDING OVERSIGHT BOARD AND

COMPLIANCE WITH PROMESA

38.1 Effect of Confirmation 8986

38.2 Ongoing Role of the Oversight Board 8986

38.3 Preemption of Laws 8986

ARTICLE XXXIX

PROVISIONS REGARDING CREDITORS’ COMMITTEE

39.1 Dissolution of Creditors’ Committee 9087

ARTICLE XL

RETENTION OF JURISDICTION

40.1 Retention of Jurisdiction 9188

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ARTICLE XLI

MISCELLANEOUS PROVISIONS

41.1 Title to Assets 9390

41.2 Discharge and Release of Claims and Causes of Action 9390

41.3 Injunction on Claims 9693

41.4 Integral to HTA Plan 9793

41.5 Releases by the Debtor and Reorganized HTA 9793

41.6 Injunction Related to Releases 9794

41.7 Exculpation 9894

41.8 Appointments Related Litigation/Uniformity Litigation 9996

41.9 Bar Order 10096

41.10 No Waiver 10097

41.11 Supplemental Injunction 10097

41.12 Post-Effective Date Fees and Expenses 10198

41.13 Securities Act Exemption 10298

41.14 Severability 10298

41.15 Governing Law 10298

41.16 Closing Case 10299

41.17 Section Headings 10299

41.18 Inconsistencies 10299

41.19 Document Retention 10399

41.20 Immediate Binding Effect 10399

41.21 Additional Documents 103100

41.22 Reservation of Rights 103100

41.23 Successors and Assigns 104100

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41.24 Notices 104100

41.25 Term of Injunctions or Stays 105102

41.26 Entire Agreement 106102

41.27 Plan Supplement 106102

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The Financial Oversight and Management Board for Puerto Rico, as Title III

representative of the Puerto Rico Highways and Transportation Authority pursuant to Section

315(b) of the Puerto Rico Oversight, Management and Economic Stability Act, hereby proposes

the following plan of adjustment.

ARTICLE I

DEFINITIONS

As used in the HTA Plan, the following terms have the respective meanings set forth

below and are equally applicable to the singular and plural of the terms defined:

1.1 AAFAF: Autoridad de Asesoría Financiera y Agencia Fiscal, a public corporation

and instrumentality of the Commonwealth, whose name in English is the Puerto Rico Fiscal

Agency and Financial Advisory Authority.

1.2 ACR Order: That certain Order (A) Authorizing Administrative Reconciliation

of Claims, (B) Approving Additional Form of Notice, and (C) Granting Related Relief, dated

March 12, 2020 [Case. No. 17-3283-LTS, ECF No. 12274].

1.3 Act 106: Act No. 106 of August 23, 2017, which created the pay-as-you-go

pension system known as “PayGo” and established a defined contribution retirement system to

replace the retirement benefit plan pursuant to Act No. 12 of October 19, 1954, as amended, Act

No. 3 of April 4, 2013, as amended, and Act No. 160 of December 24, 2013, as amended.

1.4 Administrative Claim Bar Date: Unless otherwise ordered by the Title III

Court, the date established by the Title III Court and set forth in the HTA Confirmation Order as

the last day to file proof of Administrative Expense Claims, which date shall be no more than

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 Title III 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, or (e) is the subject of a pending

motion seeking allowance of an administrative expense pursuant to section 503(b) of the

Bankruptcy Code as of the entry of the HTA Confirmation Order.

1.5 Administrative Expense Claim: A Claim against the Debtor or its Assets

constituting a cost or expense of administration of the Title III Case asserted or authorized to be

asserted, on or prior to the Administrative Claim Bar Date, in accordance with sections 503(b)

and 507(a)(2) of the Bankruptcy Code arising during the period up to and including the HTA

Effective Date, and otherwise complying with applicable Puerto Rico law, including, without

limitation, subject to the occurrence of the HTA Effective Date, and except as provided in

Section 3.5Sections 3.3 and 3.4 hereof, Consummation Costs and HTA PSA Restriction Fees.

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1.6 ADR Order: That certain Order (A) Authorizing Alternative Dispute Resolution

Procedures, (B) Approving Additional Forms of Notice, (C) Approving Proposed Mailing, and

(D) Granting Related Relief, dated April 1, 2020 [Case. No. 17-3283-LTS, ECF No. 12576].

1.7 ADR Procedures: The alternative dispute resolution procedures authorized

pursuant to the ADR Order.

1.8 Affiliate: With respect to any specified Entity, any other Entity that directly, or

indirectly through one or more intermediaries, controls, is controlled by, or is under common

control with, such Entity.

1.9 AFICA: Puerto Rico Industrial, Tourist, Educational, Medical, and

Environmental Control Facilities Financing Authority.

1.10 Allowed: With respect to any Claim against HTA, such Claim or portion thereof

(a) proof of which was filed on or before the applicable Bar Date or (b) if no proof of Claim has

been timely filed, which has been or hereafter is listed by the Debtor in the List of Creditors and

is not listed thereon as “disputed”, “contingent”, or “unliquidated” or (c) allowed pursuant to (i)

section 502(h) of the Bankruptcy Code, applicable to the Title III Case pursuant to Section 301 of

PROMESA, (ii) the terms of the HTA Plan or (iii) a Final Order; provided, however, that, with

respect to any Claim described in clause (a) or (b) above, such Claim shall be considered

Allowed only if, and to the extent that, no objection to the allowance thereof, or action to

equitably subordinate or otherwise limit recovery with respect thereto, has been interposed within

the applicable period of limitation fixed by the HTA Plan, the Bankruptcy Code, the Bankruptcy

Rules, or a Final Order, or as to which an objection has been interposed and such Claim has been

allowed in whole or in part by a Final Order. For purposes of determining the amount of an

“Allowed Claim” with respect to distributions within a Class, there shall be deducted therefrom

an amount equal to the amount of any, original issue discount not accrued as of the date

immediately prior to the HTA Petition Date and any Claim that the Debtor may hold against the

holder thereof, to the extent such Claim may be set off pursuant to applicable bankruptcy and

non-bankruptcy law. Notwithstanding anything to the contrary herein (x) Claims allowed solely

for the purpose of voting to accept or reject the HTA Plan pursuant to an order of the Title III

Court shall not be considered “Allowed” hereunder unless otherwise specified herein or by order

of the Title III Court, (y) for any purpose under the HTA Plan, “Allowed” shall not include

interest, penalties, or late charges arising from or relating to the period from and after the HTA

Petition Date, and (z) “Allowed” shall not include any Claim subject to disallowance in

accordance with section 502(d) of the Bankruptcy Code.

1.11 Allowed Claim: A Claim, to the extent it is or has become Allowed.

1.12 Ambac: Ambac Assurance Corporation or its successor or designee.

1.13 Ambac Acceleration Price: With respect to any Ambac Insured Bond, an

amount equal to the outstanding principal amount of such Ambac Insured Bond plus the accrued

and unpaid interest thereon as of the date of payment; provided, however, that such amount shall

be adjusted to account for any payment of principal and/or accrued interest made to the holder of

such Ambac Insured Bond on account of the Ambac Insurance Policies prior to the payment of

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an applicable Allowed Ambac Insured Bond Claim in accordance with the terms and provisions

of Section 26.4 hereof.

1.14 Ambac Action: The litigation styled Ambac Assurance Corp. v. Merrill Lynch, 

Pierce, Fenner & Smith Inc., et al., currently pending in the Estado Libre Asociado de Puerto

Rico, Sala Superior de San Juan, Civil No. SJ2020CV01505.

1.15 Ambac Bondholder Elections: Collectively, the elections provided to Ambac

Insured Bond holders in accordance with the terms and provisions of Section 26.4 hereof and set

forth in the Ambac Bondholder Election Form.

1.16 Ambac Bondholder Election Forms: The “Election Notice to Holders of

Ambac Insured HTA 98 Senior Bond Claims” attached as Schedule 5(a) to the Disclosure

Statement Order.

1.17 Ambac Bondholder Notice Form: The “Notice to Holders of Ambac Insured

HTA 68 Bond Claims” attached as Schedule 4(e) to the Disclosure Statement Order.

1.18 Ambac Certificates: The certificate(s) or unit(s) to be issued by the Ambac Trust

to beneficial holders of HTA Bonds electing treatment pursuant to the terms and provisions of

Section 26.4 hereof and which HTA Bonds are deposited into the Ambac Trust.

1.19 Ambac Commutation Consideration: A combination of some or all of the

following selected at Ambac’s sole discretion at or prior to the commencement of the Disclosure

Statement Hearing: (a) some or all of a holder’s Pro Rata Share of the Ambac Plan

Consideration; (b) a percentage, to be determined at Ambac’s sole discretion, of the

Consummation Costs and/or the HTA PSA Restriction Fee allocable to Ambac in accordance

with the terms and provisions of Article III hereof; and (c) Cash in an amount to be determined

by Ambac in its sole discretion.

1.20 Ambac Commutation Treatment: The treatment set forth in Section

25.426.4(b)(i) hereof.

1.21 Ambac CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising

from the HTA Bonds insured by Ambac.

1.22 Ambac Election: Ambac’s rights, as set forth in Section 26.4 hereof, to select the

form of Ambac Treatment.

1.23 Ambac Election Notice: The “Ambac Election Notice” attached as Schedules

4(e) and 5(a) to the Disclosure Statement Order.

1.24 Ambac Insured Bond Claims: Collectively, the Claims against HTA arising

from the Ambac Insured Bonds, including, any HTA 68 Bond Claims (Ambac) and HTA 98

Senior Bond Claims (Ambac).

1.25 Ambac Insured Bondholder: The beneficial holder of an Ambac Insured Bond.

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1.26 Ambac Insured Bonds: Collectively, the HTA Bonds that have been insured by

Ambac or are otherwise owned (by subrogation or otherwise) by Ambac, including, without

limitation, pursuant to a secondary market insurance policy.

1.27 Ambac Insurance Policies: The existing insurance policies issued by Ambac (or

a predecessor in interest thereof) relating to the Ambac Insured Bonds, together with any and all

agreements and other documents related thereto.

1.28 Ambac Non-Commutation Treatment: The treatment set forth in Section

26.4(b)(ii) hereof.

1.29 Ambac Plan Consideration: The consideration allocable or distributable to

holders of Allowed Ambac Insured Bond Claims and the CW/HTA Clawback Recovery

allocable to holders of the Allowed Ambac CW/HTA Bond Claims.

1.30 Ambac Treatment: The treatment of Ambac Insured Bond Claims set forth in

Section 26.4 hereof comprised of the Ambac Commutation Treatment and the Ambac

Non-Commutation Treatment.

1.31 Ambac Trust: With respect to each class of Ambac Insured Bonds, a separate

trust or custodial arrangement that will be formed, on or prior to the HTA Effective Date, by

HTA, at the sole cost and expense of Ambac and for the benefit of the beneficial holders of such

Ambac Insured Bonds.

1.32 Ambac Trust Assets: Collectively, the assets to be deposited into the Ambac

Trust(s), consisting of (a) the Ambac Insured Bonds, (b) the Ambac Plan Consideration, and (c)

the Ambac Insurance Policies.

1.33 Appointments Related Litigation: Collectively, the litigation styled (a) Pinto 

Lugo, et al. v. United States, Case No. 21-1283 (appealed from Adv. Proc. No. 18-00041-LTS),

currently pending in the United States Court of Appeals for the First Circuit, (b) Hermandad De 

Empleados Del Fondo Del Seguro Del Estado, Inc., et al. v. United States, Case No. 19-2243

(appealed from Adv. Proc. No. 18-00066), currently pending in the United States Court of

Appeals for the First Circuit, (c) Hernandez-Montañez, et al. v. The Financial Oversight & 

Management Board for Puerto Rico, Adv. Proc. No. 18-00090, currently pending in the Title III

Court, and (d) such other litigation as may be currently pending or as may be commenced during

the period from and after the date hereof up to and including the HTA Effective Date wherein

claims or Causes of Action consistent with or similar to those asserted or which could have been

asserted in the above-referenced litigations have been asserted.

1.34 Assets: Collectively, (i) all “property” of the Debtor, including, without

limitation, such property as it may be reflected on the Debtor’s books and records and the HTA

Confirmation Order as of the HTA Effective Date and (ii) all Causes of Action, and any

subsequent proceeds thereof, that have been or may be commenced by the Debtor or other

authorized representative for the benefit of the Debtor and its Creditors, unless modified or

released pursuant to the HTA Plan or a Final Order, including, without limitation, any Avoidance

Action.

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1.35 Assured: Assured Guaranty Corp. and Assured Guaranty Municipal Corp.,

together with their respective successors or designees.

1.36 Assured Acceleration Price: A price equal to the outstanding principal amount

of an Assured Insured Bond plus accrued and unpaid interest thereon, or, in the case of any

capital appreciation bonds, the compounded amount thereof, in each case, as of the date of

payment.

1.37 Assured Bondholder Elections: Collectively, the elections provided to Assured

Insured Bondholders pursuant to Section 26.1(b) hereof in the event Assured does not exercise

the Assured Election.

1.38 Assured Bondholder Elections Form: The “Election Notice for Certain Assured

Insured Bondholders with Claims in Classes 3 and 7” attached as Schedule 5(b) to the Disclosure

Statement Order.

1.39 Assured CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising

from HTA Bonds insured by Assured, including pursuant to a secondary market insurance policy.

1.40 Assured Election: Assured’s rights, as set forth in Section 26.1 hereof, to receive

the Assured New HTA Bonds allocable to holders of Assured Insured Bonds, and to cause all or

any portion of the Assured Insured Bonds selected by Assured to be paid by Assured, in full, on

the HTA Effective Date, at an Assured Acceleration Price equal to the outstanding principal

amount of such Assured Insured Bonds plus the accrued and unpaid interest thereon (or, in the

case of any capital appreciation bonds, the compounded amount thereof) as of the date of

payment in accordance with the Assured Insurance Policies insuring the Assured Insured Bonds.

1.41 Assured Election Notice: The “Assured Election Notice”, a copy of which is

attached as Schedule 5(c) to the Disclosure Statement Order.

1.42 Assured Insurance Policies: The existing insurance policies issued by Assured

relating to the Assured Insured Bonds, together with any and all agreements and other documents

related thereto.

1.43 Assured Insured Bond Claim: A Claim against HTA arising from an Assured

Insured Bond, including any HTA 68 Bond Claims (Assured), HTA 98 Senior Bond Claims

(Assured), and HTA 98 Sub Bond Claims (Assured).

1.44 Assured Insured Bondholder: The beneficial holder of an Assured Insured

Bond.

1.45 Assured Insured Bonds: Collectively, the HTA Bonds that have been insured or

are otherwise owned (by subrogation or otherwise) by Assured, including, without limitation,

pursuant to a secondary market insurance policy; provided, however, that, for the avoidance of

doubt, “Assured Insured Bonds” shall include the bonds identified on Exhibit “A” to the Assured

Election Notice and Exhibit “A” to the Assured Bondholder Elections Form

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1.46 Assured New HTA Bonds: The New HTA Bonds allocable to holders of

Assured Insured Bond Claims.

1.47 Assured Plan Consideration: The consideration allocable or distributable to

holders of Allowed Assured Insured Bond Claims, consisting of (a) in the case of Assured

Insured Bonds that are HTA 68 Bonds or HTA 98 Senior Bonds, but not Dual-Insured Bonds, (i)

New HTA Bonds and/or (ii) in the event of an election by the Commonwealth and/or HTA to

substitute Cash for the issuance of New HTA Bonds on the HTA Effective Date, Cash resulting

from such election by the Commonwealth and/or HTA to substitute Cash for the New HTA

Bonds on the HTA Effective Date, (b) in the case of Dual-Insured Bonds, FGIC Certificates, and

(c) in the case of Assured Insured Bonds that are HTA 98 Sub Bonds, subject to the terms and

provisions of the Commonwealth Plan and the Commonwealth Confirmation Order, any HTA 98

Sub Bond Recovery allocable to the related HTA 98 Sub Bond Claims (Assured); provided,

however, that, for the avoidance of doubt, no Cash, securities, or other consideration that

Assured is entitled to receive pursuant to Article LXIII of the Commonwealth Plan or decretal

paragraph 52 of the Commonwealth Confirmation Order shall constitute Assured Plan

Consideration.

1.48 Assured Treatment: The treatment of Assured Insured Bond Claims set forth in

Section 26.1 hereof.

1.49 Assured Trust: A custodial trust, escrow arrangement or similar structure

established pursuant to Section 26.1(b)(ii) of the HTA Plan.

1.50 Avoidance Actions: The avoidance, recovery, subordination actions identified on

Exhibit “A” hereto, as such Exhibit “A” may be amended or modified up to and including the

HTA Effective Date, against any Entity that have been brought by or on behalf of the Debtor

against an Entity under sections 510, 544, 545, 547, 548, 549, 550, 551, 552 and 553 of the

Bankruptcy Code, applicable to the Title III Case pursuant to Section 301 of PROMESA, or

applicable non-bankruptcy law, (b) such other actions that have been brought by or on behalf of

the Debtor seeking affirmative recoveries, and which actions are set forth on Exhibit “A” hereto,

as such Exhibit “A” may be amended or modified up to and including the HTA Effective Date,

and (c) all similar Causes of Action that are currently subject to tolling agreements with HTA;

provided, however, that under no circumstances shall “Avoidance Actions” include, (x) any

Claim or Cause of Action against any Entity relating to HTA Bond Claims, (y) any Claim or

Cause of Action related to the Fourth Amended Stipulation Between the Commonwealth of

Puerto Rico and the Puerto Rico Highways and Transportation Authority Regarding the Tolling

of Statute of Limitations and Consent Order [Case No. 17-3283-LTS, ECF No. 15854], as

amended, which terminated upon entry of the Commonwealth Confirmation Order, or (z) any

Claim or Cause of Action related to the Fourth Amended Stipulation and Consent Order Between

Title III Debtors (Other Than COFINA) and the Puerto Rico Fiscal Agency and Financial

Advisory Authority Acting on Behalf of the Governmental Entitles Listed on Appendix “B”

Regarding the Tolling of Statute of Limitations [Case No. 17-3283-LTS, ECF No. 17394], as

amended, which terminated upon entry of the Commonwealth Confirmation Order.

1.51 Avoidance Actions Trust: The trust created on the Commonwealth Effective

Date into which have been transferred Claims and Causes of Action of the Commonwealth, ERS,

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and PBA, and into which on the HTA Effective Date shall be transferred the authority to litigate

or compromise and settle the Avoidance Actions.

1.52 Avoidance Actions Trust Agreement: That certain Avoidance Actions Trust

Agreement, dated as of March 15, 2022, by and among the Commonwealth ERS, PBA, the

Oversight Board and Drivetrain, LLC.

1.53 Avoidance Actions Trust Board: The three (3) member board appointed as of

the Commonwealth Effective Date to govern the Avoidance Actions Trust.

1.54 Avoidance Actions Trustee: Drivertrain LLC, the trustee appointed by the

Avoidance Actions Trust Board in accordance with the terms and provisions of the Avoidance

Actions Trust Agreement.

1.55 Ballot Date: The deadline(s) established by the Title III Court and set forth in the

Disclosure Statement Order for the submission of Ballots/Election Forms and the election of

alternative treatments pursuant to the terms and provisions of the HTA Plan.

1.56 Ballot/Election Form: The ballot and election form, the form of which is

approved by the Title III Court, distributed to each holder or insurer, as the case may be, of an

impaired Claim entitled to vote on, or otherwise make an election with respect to, the HTA Plan,

on which form is to be indicated, among other things, (a) acceptance or rejection of the HTA

Plan and/or (b) to the extent applicable, an election of distribution and treatment which may be

required in accordance with the provisions of the HTA Plan.

1.57 Bankruptcy Code: The Bankruptcy Reform Act of 1978, as amended, to the

extent codified in Title 11, United States Code, and made applicable to the Title III Case.

1.58 Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as promulgated

by the United States Supreme Court under section 2075 of Title 28 of the United States Code, as

amended and as applicable to the Title III Case.

1.59 Bar Date: The date established by the Title III Court by which proofs of Claim

against the Debtor must have been filed pursuant to (a) the Bar Date Orders, (b) a Final Order of

the Title III Court, or (c) the HTA Plan.

1.60 Bar Date Orders: The orders of the Title III Court establishing the dates by

which proofs of Claim against the Debtor or its Assets must have been filed, including, but not

limited to, that certain (a) Order (A) Establishing Deadlines and Procedures for Filing Proofs of

Claim and (B) Approving Form and Manner of Notice Thereof [Case No. 17-3283-LTS, ECF

No. 2521], and (b) Order (A) Extending Deadlines for Filing Proofs of Claim and (B) Approving

Form and Manner of Notice Thereof [Case No. 17-3283-LTS, ECF No. 3160].

1.61 Business Day: A day other than a Saturday, Sunday, or any other day on which

commercial banking institutions in New York, New York and San Juan, Puerto Rico are required

to close by law or executive order.

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1.62 Capital Improvements: Any project or projects (a) funded, or proposed to be

funded, in whole or in part, by or through public monies, to construct, reconstruct, restore,

rehabilitate or purchase any equipment, property or facilities of HTA, including, without

limitation, buildings, infrastructure, information technology systems or other equipment that is

funded on a necessarily non-repeating basis that is to be used as a public asset or for the public

benefit, or (b) financed or proposed to be financed, in whole or in part, through the issuance of

private activity bonds or other similar instruments.

1.63 Cash: Lawful currency of the United States, including, but not limited to, bank

deposits, checks representing good funds, and legal equivalents thereof.

1.64 Causes of Action: All claims, actions, causes of action, rights to payment, choses

in action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,

covenants, contracts, controversies, agreements, promises, variances, trespasses, damages,

judgments, remedies, rights of set-off, third-party claims, subrogation claims, contribution

claims, reimbursement claims, indemnity claims, counterclaims, and cross claims (including, but

not limited to, all claims for breach of fiduciary duty, negligence, malpractice, breach of contract,

aiding and abetting, fraud, inducement, avoidance, recovery, subordination, and all Avoidance

Actions) that are pending or may be asserted against any Entity whether arising on or before the

HTA Effective Date, based in law or equity, including, but not limited to, under the Bankruptcy

Code, whether known, unknown, reduced to judgment, not reduced to judgment, liquidated,

unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured

and whether asserted or assertable directly or derivatively, in law, equity or otherwise and

whether asserted or unasserted as of the HTA Effective Date.

1.65 CCDA: Puerto Rico Convention Center District Authority.

1.66 Charging Lien: A lien or right to priority of payment to which the HTA Fiscal

Agent may be entitled pursuant to an applicable governing resolution, trust agreement, or other

document or instrument against distributions to be made in accordance with the terms and

provisions of the HTA Plan for payment of reasonable compensation, indemnification, fees,

expenses and disbursements incurred prior or subsequent to the HTA Effective Date.

1.67 Claim: Any right to payment or performance, whether or not such right is

reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,

undisputed, legal, equitable, secured, or unsecured, known or unknown or asserted or unasserted;

or any right to an equitable remedy for breach or enforcement of performance, whether or not

such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,

disputed, undisputed, secured, or unsecured, and all debts, suits, damages, rights, remedies,

losses, liabilities, obligations, judgments, actions, Causes of Action, demands, or claims of every

kind or nature whatsoever, in law, at equity, or otherwise.

1.68 Class: A category of Claims set forth in Article IV of the HTA Plan.

1.69 Clawback Actions: Collectively, the litigation styled (a) The Financial Oversight 

and Management Board for Puerto Rico v. Ambac Assurance Corporation, et al., Adv. Pro. No.

20-00005-LTS, currently pending in the Title III Court, (b) The Financial Oversight and 

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Management Board for Puerto Rico v. Ambac Assurance Corporation, et al., Adv. Pro. No.

20-00004-LTS, currently pending in the Title III Court, (c) The Financial Oversight and 

Management Board for Puerto Rico v. Ambac Assurance Corporation, et al., Adv. Pro. No.

20-00003-LTS, currently pending in the Title III Court, and (d) The Financial Oversight and 

Management Board for Puerto Rico v. Ambac Assurance Corporation, et al., Adv. Pro. No.

20-00007-LTS, currently pending in the Title III Court.

1.70 Clawback CVI Indenture: The indenture executed and delivered on the

Commonwealth Effective Date pursuant to which the Commonwealth issued the Clawback CVIs,

and including all of the terms and provisions in connection therewith, as it may be amended,

supplemented or modified from time to time in accordance with its terms and conditions.

1.71 Clawback CVIs: Collectively, the general obligation securities, the payment for

which the Commonwealth has pledged its full faith, credit and taxing power pursuant to Article

VI of the Commonwealth Constitution and applicable Puerto Rico law issued on the

Commonwealth Effective Date by the Commonwealth in accordance with the terms and

conditions of Annex “2” to Exhibit “J” to the Commonwealth Plan, including, without limitation,

as implemented in accordance with the Commonwealth Confirmation Order, the Clawback CVI

Indenture and the CVI Legislation.

1.72 COFINA: Puerto Rico Sales Tax Financing Corporation.

1.73 Commonwealth: The Commonwealth of Puerto Rico.

1.74 Commonwealth Confirmation Order: The Order and Judgment Confirming

Modified Eight Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto

Rico, the Employees Retirement System of the Government of the Commonwealth of Puerto

Rico, and the Puerto Rico Public Buildings Authority, dated January 18, 2022 (Case No.

17-03283-LTS, ECF No. 19813).

1.75 Commonwealth Constitution: The Constitution of the Commonwealth of

Puerto Rico.

1.76 Commonwealth Effective Date: March 15, 2022, the date on which the

Commonwealth Plan was substantially consummated in accordance with its terms and the

provisions of the Commonwealth Plan and the Commonwealth Confirmation Order.

1.77 Commonwealth Loan: The loan extended by the Commonwealth to HTA in the

original principal amount up to Three Hundred Sixty-Two Million Dollars ($362,000,000.00) in

connection with, among other things, HTA’s obligations pursuant to the HTA/CCDA Plan

Support Agreement, the Commonwealth Confirmation Order, and the DRA Stipulation.

1.78 Commonwealth Legislature: The Legislative Assembly of Puerto Rico.

1.79 Commonwealth Plan: That certain Modified Eighth Amended Title III Plan of

Adjustment of the Commonwealth of Puerto Rico, et al., dated January 14, 2022 [Case No.

17-3283-LTS, ECF. No 19784].

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1.80 Consummation Costs: Collectively, the amount set forth in Section 3.3 hereof to

be paid, in Cash, on the HTA Effective Date, or as soon thereafter as practicable, but in no event

later than ten (10) Business Days following the HTA Effective Date, to the applicable Initial

HTA/CCDA PSA Creditors in accordance with the terms and provisions of the HTA/CCDA Plan

Support Agreement, Article III hereof, and the HTA Confirmation Order.

1.81 Convenience Cap: Two Million Five Hundred Thousand Dollars

($2,500,000.00), the aggregate amount of consideration to be made available to holders of

Allowed Convenience Claims, unless such limitation is otherwise waived by the Creditors’

Committee at or prior to the commencement of the HTA Confirmation Hearing.

1.82 Convenience Claim: An Allowed HTA General Unsecured Claim (a) that is

equal to or less than Twenty Thousand Dollars ($20,000.00) or (b) the holder of which, at such

holder’s option, has elected to reduce the amount of such Allowed HTA General Unsecured

Claim to Twenty Thousand Dollars ($20,000.00) in accordance with terms and provisions set

forth in Section 20.1(b) hereof; provided, however, that, notwithstanding the foregoing, a holder

of multiple Allowed HTA General Unsecured Claims that are greater than Forty Thousand

Dollars ($40,000.00) in the aggregate, may elect to reduce all such Claims to an aggregate

amount of Forty Thousand Dollars ($40,000.00); and, provided, further, that the aggregate

amount of consideration to be made available to Convenience Claims shall be Two Million Five

Hundred Thousand Dollars ($2,500,000.00), which Convenience Cap may be waived by the

Creditors’ Committee at or prior to the commencement of the HTA Confirmation Hearing in its

sole and absolute discretion; and, provided, further, that, in the event the Convenience Cap is

exceeded and not waived by the Creditors’ Committee at or prior to the commencement of the

HTA Confirmation Hearing, holders of Allowed Convenience Claims shall receive a Pro Rata

Share of the Convenience Cap.

1.83 Conversion Date: The final compounding date for the accretion period

associated with the New HTA Convertible CABs at which time the New HTA Convertible CABs

shall begin to accrue and pay interest on a semi-annual basis.

1.84 Creditor: Any Entity holding a Claim against the Debtor or any of the Debtor’s

Assets or, pursuant to section 102(2) of the Bankruptcy Code, against any other property of the

Debtor, including, without limitation, a Claim against the Debtor of a kind specified in section

502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case, solely in such Entity’s capacity as

such.

1.85 Creditors’ Committee: The statutory committee of unsecured claimholders

appointed in the HTA Title III Case.

1.86 CUSIP: The Committee on Uniform Securities Identification procedures

nine-digit numeric or nine-digit character alphanumeric code.

1.87 Custodial Trust Documents: Collectively, the trust agreements and other

documents and instruments attendant to the custodial trusts to be created as of the HTA Effective

Date and relating to the HTA Bonds insured by a Monoline, if applicable, and the distributions to

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be made in accordance with the HTA Plan, which trust agreements shall be in form and

substance reasonably satisfactory to the Oversight Board and the respective Monolines.

1.88 CVIs: Collectively, GO CVIs and the Clawback CVIs.

1.89 CVI Indenture: Collectively, the GO CVI Indenture and the Clawback CVI

Indenture.

1.90 CVI Legislation: Act No. 53 of October 26, 2021, known as the “Law to End the

Bankruptcy of Puerto Rico”.

1.91 CW/Convention Center Claim: The Claim against the Commonwealth arising

from or related to the Commonwealth’s retention of certain funds historically transferred to

CCDA pursuant to the provisions of the Commonwealth Constitution, any statute, regulation, or

executive order including claims related to the rights or obligations arising under (a) Section 8 of

Article VI of the Commonwealth Constitution, 13 L.P.R.A. §2271v, 23 L.P.R.A. §104(c), and the

Commonwealth of Puerto Rico Administrative Bulletin Nos. OE-2015-46, OE-2016-14, and

OE-2016-31, and (b) the indebtedness issued by CCDA pursuant to that certain Trust Agreement,

dated as of March 24, 2006, between CCDA and JPMorgan Chase Bank, N.A., as trustee.

1.92 CW/HTA Claim: The Claim against the Commonwealth arising from or related

to the Commonwealth’s retention of certain funds historically transferred to HTA pursuant to the

provisions of the Commonwealth Constitution, any statute, regulation, or executive order,

including, without limitation, claims asserted on account of the GDB HTA Loans and claims

related to the rights or obligations arising under (a) Section 8 of Article VI of the Commonwealth

Constitution, 9 L.P.R.A. §2021, 13 L.P.R.A. §31751 (a)(3)(C), 23 L.P.R.A. §104(c), and

Commonwealth of Puerto Rico Administrative Bulletin Nos. OE-2015-46, OE-2016-14,

OE-2016-18, OE-2016-30, and OE-2016-31 and (b) the indebtedness issued by HTA pursuant to

that certain (i) Resolution No. 68-18, adopted June 13, 1968, and (ii) Resolution No. 98-06,

adopted February 26, 1998.

1.93 CW/HTA Clawback Recovery: The aggregate recovery by holders or insurers

of Allowed CW/HTA Claims, consisting of sixty-eight and six tenths percent (68.6%) of the

Clawback CVIs, as presented within Annex 4 of Exhibit “J” to the Commonwealth Plan.

1.94 CW/MBA Claim: The Claim against the Commonwealth arising from or related

to the Commonwealth’s retention of certain funds historically transferred to MBA related to the

rights or obligations arising under the provisions of the Commonwealth Constitution, any statute,

regulation, or executive order.

1.95 CW/PRIFA Rum Tax Claim: The Claim against the Commonwealth arising

from or related to the Commonwealth’s retention of certain funds historically transferred to

PRIFA pursuant to the provisions of the Commonwealth Constitution, any statute, regulation, or

executive order, including Claims related to the rights or obligations arising under (a) Section 8

of Article VI of the Commonwealth Constitution, 3L.P.R.A. §1914, and Commonwealth of

Puerto Rico Administrative Bulletin Nos. OE-2015-46, OE-2016-27, and OE-2016-30, and (b)

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the indebtedness issued by PRIFA pursuant to that certain Trust Agreement, dated as of October

1, 1988, between PRIFA and U.S. Bank Trust National Association, as successor trustee.

1.96 Debt: Collectively, bonds, notes, loans and other evidences of indebtedness for

borrowed money; provided, however, that “Debt” shall not include the Secured Obligations.

1.97 Debtor: HTA.

1.98 Debt Management Policy: The policy developed by HTA, and approved by the

Oversight Board, relating to the issuance of indebtedness by Reorganized HTA, as more fully

described in Section 24.325.3 hereof.

Debt Policy Period: The period commencing on the first (1st 1.99 ) calendar day

immediately following the HTA Effective Date and ending on the first (1st) calendar day on

which no New HTA Bonds or refinancing thereof remain outstanding.

1.100 Debt Related Objections: Collectively, that certain (a) Omnibus Objection of (I)

Financial Oversight and Management Board, Acting through Its Special Claims Committee, and

(II) Official Committee of Unsecured Creditors, Pursuant to Bankruptcy Code Section 502 and

Bankruptcy Rule 3007, to Claims Filed or Asserted by Holders of Certain Commonwealth

General Obligation Bonds, dated January 14, 2019 [Case No. 17-3283-LTS, ECF No. 4784], (b)

Omnibus Objections of Official Committee of Unsecured Creditors, Pursuant to Bankruptcy

Code Section 502 and Bankruptcy Rule 3007, to Claims Filed or Asserted by Holders of Certain

2011 Commonwealth General Obligation Bonds, dated May 21, 2019 [Case No. 17-3283-LTS,

ECF No. 7057], (c) Omnibus Objection of Official Committee of Unsecured Creditors, Pursuant

to Bankruptcy Code Section 502 and Bankruptcy Rule 3007, to Claims Filed or Asserted Against

Commonwealth by Holders of Certain Puerto Rico Public Buildings Authority Bonds, dated July

18, 2019 [Case No. 17-3283-LTS, ECF No. 8141], (d) Omnibus Objection of the Lawful

Constitutional Debt Coalition, Pursuant to Bankruptcy Code Section 502 and Bankruptcy Rule

3007, to Claims Filed or Asserted by Holders of Certain Bonds Issued or Guaranteed by the

Commonwealth, dated January 8, 2020 [Case No. 17-3283-LTS, ECF. No. 9730], (e) Official

Committee of Unsecured Creditors Omnibus Objection on Constitutional Debt Limit Grounds to

(I) Claim of Government Development Bank for Puerto Rico [Claim Number 29485] Based on

Certain Commonwealth-Issued Notes and on Commonwealth Guaranty of Certain Bonds Issued

by Port of Americas Authority, (II) Claim of ScotiaBank de Puerto Rico [Claim Number 47658]

Based on Full Faith and Credit Note Issued by Puerto Rico General Services Administration, and

(III) Claims filed or Asserted Against Commonwealth Based on Commonwealth Guaranty of

Certain Notes Issued by Puerto Rico Infrastructure Authority, dated January 8, 2020 [Case No.

17-3283-LTS, ECF No. 9735], solely as it relates to the CW Bond Claims and the CW Guarantee

Bond Claims, (f) Omnibus Objection of Official Committee of Unsecured Creditors, Pursuant to

Bankruptcy Code Section 502 and Bankruptcy Rule 3007, to Claims Filed or Asserted Against

Commonwealth by Holders of General Obligation Bonds Asserting Priority Over Other

Commonwealth Unsecured Creditors, dated February 3, 2020 [Case No. 17-3283-LTS, ECF No.

10638], (g) Objection of Official Committee of Unsecured Creditors to Claim of Government

Development Bank for Puerto Rico Against Commonwealth of Puerto Rico (Claim Number

29,485) [Case No. 17-3283-LTS, ECF No. 8000], solely as it relates to the CW Bond Claims and

the CW Guarantee Bond Claims, and (h) any other (i) litigations or actions, including, without

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limitation, litigations or actions commenced to recover principal and/or interest with respect to

the GO Bonds, the PBA Bonds and/or the PRIFA BANs, and (ii) any other objections or joinders

to these or other such objections or joinders to these or such other objections or notices of

participation that support the relief requested in such objections filed pertaining to the same form

and counts of requested relief challenging, among other things, the validity and related rights of

the GO Bonds, the PBA Bonds, the PRIFA BANs, the CW Bond Claims, the CW Guarantee

Bond Claims, and the PBA Bond Claims.

1.101 Debt Service Fund: The fund to be created in accordance with the terms and

provisions of the New HTA Bonds Indenture and Section 25.1 hereof in connection with the

deposit of amounts necessary to satisfy the payments of principal and interest on account of the

New HTA Bonds.

1.102 Deemed Issuance Date: The earlier to occur of (a) July 1, 2022 and (b) the HTA

Effective Date.

1.103 Definitive Documents: Collectively, the definitive documents and agreements

contemplated by the HTA Plan, including, without limitation, (a) the HTA Plan (including any

amendments, modifications and supplements thereto) and any documentation or agreements

related thereto, (b) the Disclosure Statement, the Disclosure Statement Order, the HTA

Confirmation Order, and pleadings in support of entry thereof, (c) the New HTA Bonds

Indenture and documents or agreements related thereto, (d) the form of bonds for the New HTA

Bonds, and (e) each other document that will comprise the Plan Supplement, in all cases, the

form and substance of which shall be acceptable to the Oversight Board in its sole and absolute

discretion, and reasonably acceptable to AAFAF and the Monolines, and, in the case of clauses

(a) and (b) above, reasonably acceptable to the Creditors’ Committee.

1.104 Disallowed: With respect to any Claim against the Debtor, a Claim or any

portion thereof that is not Allowed and (a) has been disallowed by a Final Order, (b) is zero,

contingent, disputed, or undisputed and as to which no proof of claim or request for payment of

an Administrative Expense Claim has been timely filed or deemed timely filed with the Title III

Court, (c) has been withdrawn by agreement of the applicable Debtor and the holder thereof, or

(d) has been withdrawn by the holder thereof.

1.105 Disbursing Agent: 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.

1.106 Disclosure Statement: The disclosure statement relating to the HTA Plan and

approved by the Title III Court pursuant to section 1125 of the Bankruptcy Code, applicable to

the Title III Case pursuant to Section 301 of PROMESA.

1.107 Disclosure Statement Hearing: The hearing held by the Title III Court to

consider the adequacy of the information contained in the Disclosure Statement in accordance

with section 1125 of the Bankruptcy Code, applicable to the Title III Case pursuant to Section

301 of PROMESA.

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1.108 Disclosure Statement Order: The order of the Title III Court (a) approving the

Disclosure Statement as containing adequate information in accordance with the provisions of

section 1125 of the Bankruptcy Code, applicable to the Title III Case pursuant to Section 301 of

PROMESA, and (b) authorizing, among other things, the form and manner of solicitation of (i)

acceptances and rejections to the HTA Plan, and (ii) elections, if applicable, of distributions

hereunder, which order shall be in form and substance reasonably satisfactory to the Initial

HTA/CCDA PSA Creditors and each of the Government Parties.

1.109 Disputed Claim: A Claim against the Debtor or its Assets, to the extent the

allowance of such Claim is the subject of a timely objection or request for estimation in

accordance with the HTA Plan, the Bankruptcy Code, the Bankruptcy Rules, or the HTA

Confirmation Order, or is otherwise disputed by the Debtor in accordance with applicable law,

and which objection, request for estimation, or dispute has not been withdrawn, with prejudice,

or determined by a Final Order.

1.110 Disputed Funds Stipulation: That certain Amended and Restated Stipulation

and Agreed Order Regarding the Disputed Funds in the HTA Bond Service Accounts,

Redemption Accounts and Reserve Accounts, dated March 11, 2022, between (a) the

Commonwealth and HTA, by and through the Oversight Board, and (b) The Bank of New York

Mellon, in its capacity as fiscal agent, and approved pursuant to an order of the Title III Court,

dated March 16, 2022 (Case No. 17-03283 LTS, ECF No. 20366).

1.111 Distribution Record Date: The Ballot Date or such other date as may be

established by a separate order of the Title III Court, including the HTA Confirmation Order;

provided, however, that the “Distribution Record Date” shall not apply to any publicly held

securities that will receive a distribution pursuant to the HTA Plan through The Depository Trust

Company.

1.112 DRA: The GDB Debt Recovery Authority.

1.113 DRA Parties: Collectively, AmeriNational Community Services LLC, in its

capacity as servicer for the DRA, and Cantor-Katz Collateral Monitor LLC, in its capacity as

collateral monitor for Wilmington Trust N.A. in connection with the bonds issued by DRA

pursuant to the Government Development Bank for Puerto Rico Debt Restructuring Act, Act No.

109-2017 (as amended), and the Qualifying Modification for GDB approved in accordance with

the terms and provisions of Title VI of PROMESA.

1.114 DRA Restriction Fee: The fee to be paid, in Cash, on the HTA Effective Date, in

accordance with the terms and provisions of the DRA Stipulation, Section 3.5 hereof, and the

HTA Confirmation Order, in the amount of Fifteen Million Dollars ($15,000,000.00).

1.115 DRA Stipulation: That certain Stipulation in Connection With DRA Related

Disputes, dated as of November 5, 2021, by and among the Oversight Board, as representative of

the Commonwealth and HTA, Cantor-Katz Collateral Monitor LLC, and AmeriNational

Community Services, LLC, and affirmed pursuant to an order, dated November 8, 2021 of the

Title III Court [Case No. 17-3283-LTS, ECF No. 19124].

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1.116 Dual-Insured Bond: An Assured Insured Bond that is or was insured by Assured

pursuant to a secondary market insurance policy and that also qualifies as an FGIC Insured Bond

insured by FGIC pursuant to a primary market insurance policy.

1.117 Eminent Domain/Inverse Condemnation Claim: A Claim arising from or

related to (a) an Eminent Domain Proceeding and a Final Order entered therein for an amount in

excess of the amount deposited by the condemnor in accordance with the terms and provisions of

32 L.P.R.A. §2907, including, without limitation, interest accrued with respect thereto or (b) an

asserted inverse condemnation of property caused by an asserted taking of property for public use

by the Debtor without due process of law and without having received just compensation,

including, without limitation, through the imposition of development restrictions or use

limitations.

1.118 Eminent Domain Proceeding: A condemnation action or proceeding

commenced by HTA or an agency or entity thereof in the Court of First Instance in accordance

with the terms and provisions of 32 L.P.R.A. §2905 to obtain title to real property located on

Puerto Rico.

1.119 Entity: A Person, a corporation, a general partnership, a limited partnership, a

limited liability company, a limited liability partnership, an association, a joint stock company, a

joint venture, an estate, a trust, an unincorporated organization, a governmental unit or any

subdivision thereof, including, without limitation, the office of the United States Trustee, or any

other entity.

1.120 ERS: Employee Retirement System of the Government of the Commonwealth of

Puerto Rico.

1.121 Executory Contract: A contract to which the Debtor is a party that is subject to

assumption, assumption and assignment, or rejection in accordance with section 365 of the

Bankruptcy Code, except as provided in Section 311 of PROMESA.

1.122 Federal Claims: Collectively, any and all Claims of the United States of

America, its agencies, departments or agents, including, without limitation, the United States

Department of Housing and Urban Development, the United States Department of Homeland

Security, and the United States Department of Labor.

1.123 FGIC: Financial Guaranty Insurance Company or its successor or designee.

1.124 FGIC Action: The litigation styled Financial Guaranty Ins. Co. v. Merrill Lynch, 

Pierce, Fenner & Smith Inc., et al., currently pending in the Estado Libre Asociado de Puerto

Rico, Sala Superior de San Juan, Civil No. SJ2020CV06383.

1.125 FGIC Certificates: With respect to each FGIC Trust, the certificate(s) or

receipt(s) to be issued by such FGIC Trust to the beneficial holders of the FGIC Insured Bonds

which are deposited into the FGIC Trust.

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1.126 FGIC CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising from

the HTA Bonds insured by FGIC, including pursuant to a secondary market insurance policy.

1.127 FGIC Escrow Account Agreements: Those certain (i) Escrow Account

Agreement FGIC CW/HTA Bond Claims Arising from HTA 98 Senior Bonds, dated as of March

15, 2022, by and among the Commonwealth, FGIC, as escrow agent thereunder, and FGIC, as

the bond insurer of the FGIC Insured HTA 98 Senior Bonds (as defined in such escrow account

agreement), and (ii) Escrow Account Agreement FGIC CW/HTA Bond Claims arising from

HTA 98 Sub Bonds, dated as of March 15, 2022, by and among the Commonwealth, FGIC, as

escrow agent thereunder, and FGIC, as the bond insurer of the FGIC Insured HTA 98 Sub Bonds

(as defined in such escrow account agreement), pursuant to which escrow accounts were

established for the benefit of the beneficial holders of FGIC CW/HTA Bond Claims to hold such

holders’ respective allocable shares of the CW/HTA Clawback Recovery (including any

payments received thereon and the net proceeds from any sales thereof) in escrow pending the

HTA Effective Date, and from which such CW/HTA Clawback Recovery shall, on a

proportionate basis, be distributed to FGIC or deposited into the applicable FGIC Trust as

provided in such escrow account agreements.

1.128 FGIC Insured Bond Claims: Collectively, the Claims against HTA arising from

the FGIC Insured Bonds, including, any HTA 98 Senior Bond Claims (FGIC) and HTA 98 Sub

Bond Claims (FGIC).

1.129 FGIC Insured Bonds: Collectively, the HTA Bonds that have been insured by

FGIC, including, without limitation, pursuant to a secondary market insurance policy.

1.130 FGIC Insurance Policies: The existing insurance policies issued by FGIC (or a

predecessor in interest thereof) relating to the FGIC Insured Bonds, together with any and all

agreements and other documents related thereto, in each case as the same may have been

modified by the FGIC Rehabilitation Plan.

1.131 FGIC Plan Consideration: The consideration allocable or distributable to

holders of Allowed FGIC Insured Bond Claims and the CW/HTA Clawback Recovery allocable 

to holders of Allowed FGIC CW/HTA Bond Claims.

1.132 FGIC Rehabilitation Plan: The First Amended Plan of Rehabilitation for FGIC,

dated June 4, 2013, together with all exhibits thereto and the documents contained in the plan

supplement thereto, in each case as the same may be amended, revised, supplemented or

otherwise modified from time to time.

1.133 FGIC Treatment: The treatment of FGIC Insured Bond Claims set forth in

Section 26.3 hereof.

1.134 FGIC Trust: With respect to each FGIC Insured Bond, the trust(s) which may be

formed, on or prior to the HTA Effective Date, by HTA, the sole cost and expense of which,

including, without limitation, the formation and maintenance thereof (including trustee fees and

expenses), shall be satisfied from the assets of the respective trust(s), and for the benefit of the

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beneficial holders of the FGIC Insured Bonds that are deposited in each trust and FGIC, the terms

of which shall be set forth in the Plan Supplement.

1.135 Final Order: An order or judgment of a court of competent jurisdiction that has

been entered on the docket maintained by the clerk of such court and has not been reversed,

vacated, or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a

new trial, re-argument, or rehearing has expired and as to which no appeal, petition for certiorari,

remand proceeding, or other proceedings for a new trial, re-argument, or rehearing shall then be

pending or (b) if an appeal, writ of certiorari, new trial, re-argument, or rehearing thereof has

been sought, (i) such order or judgment shall have been affirmed, reversed or remanded in part or

in full, with no further proceedings on remand, by the highest court to which such order was

appealed, certiorari shall have been denied, or a new trial, re-argument, or rehearing shall have

been denied or resulted in no modification of such order and (ii) the time to take any further

appeal, petition for certiorari, or move for a new trial, re-argument, or rehearing shall have

expired; provided, however, that the possibility that a motion under Rule 60 of the Federal Rules

of Civil Procedure, or any analogous rule under the Bankruptcy Rules or the Local Bankruptcy

Rules, may be filed relating to such order shall not prevent such order from being a Final Order,

except as provided in the Federal Rules of Appellate Procedure, the Bankruptcy Rules, or the

Local Bankruptcy Rules.

1.136 Findings of fact and Conclusions of Law: The findings of fact and conclusions

of law of the Title III Court entered in the Title III Case in connection with confirmation of the

HTA Plan in accordance with Section 314 of PROMESA and section 1129 of the Bankruptcy

Code, made applicable in the Title III Case in accordance with Section 301 of PROMESA.

1.137 Fiscal Plan: A “Fiscal Plan” as defined by Section 5(10) of PROMESA.

FY: A fiscal year of HTA, commencing on July 1st and concluding on June 30th 1.138

of the following calendar year.

1.139 GDB: The Government Development Bank for Puerto Rico.

1.140 GDB/HTA Loans: Collectively, the loans, if any, made to HTA by GDB and

now held by the GDB Debt Recovery Authority in accordance with the Qualifying Modification

consummated under Title VI of PROMESA, but expressly excluding from “GDB HTA Loans”

any HTA Bonds.

1.141 GDB Loan Priority Determination: The determination, rendered in the

Commonwealth Title III Case and the HTA Title III Case, (a) with respect to the relative rights of

recovery and priority of payment of the HTA 68 Bonds and the HTA 98 Bonds to the rights of

GDB with respect to the GDB HTA Loans, and/or (b) that the DRA, including, without

limitation, its predecessors and successors in interest, does not possess an allowable claim or

entitlement to recover with respect to the HTA Clawback CVI based upon such GDB HTA

Loans, as set forth in that certain Opinion and Order Granting Defendants’ Motion to Dismiss the

Complaint, dated October 29, 2021, of the Title III Court entered in AmeriNational Community

Services, LLC, et al. v Ambac Assurance Corporation, et al., Adv. Pro. No. 21-00068-LTS [ECF

No 83].

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1.142 GO CVIs: Collectively, the general obligation securities issued on the

Commonwealth Effective Date by the Commonwealth in accordance with the terms and

provisions of Annex “1” to Exhibit “J” to the Commonwealth Plan, the Commonwealth

Confirmation Order, the GO CVI Indenture and the CVI Legislation.

1.143 Government Entity: Any agency, department, office, public corporation, trust,

fund, system, instrumentality, political subdivision, taxing authority, or municipality of the

Government of Puerto Rico.

1.144 Government Parties: Collectively, (a) the Oversight Board, as the representative

of the Debtor in accordance with Section 315(b) of PROMESA, (b) committees and

subcommittees of the Oversight Board, including, without limitation, the Special Claims

Committee of the Oversight Board, (c) the Debtor, and (d) AAFAF; provided, however, that,

notwithstanding the foregoing, for the avoidance of doubt, “Government Parties” shall not

include the Commonwealth, AFICA, CCDA, COFINA, ERS, MBA, MFA, PBA, PFC, PRASA,

PRIDCO, PRIFA, UPR and PREPA solely with respect to any Claims against or bonds issued by

such Entities.

1.145 Government Released Claims: Collectively, 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, whether asserted or unasserted, which any Person, 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 Government Releasee arising from, related to, or in

connection with the Debtor, Claims (including, without limitation, Claims arising from or

relating to the HTA Bonds), the Debt Related Objections, the Lien Challenge Actions, and

arising prior to the HTA Effective Date; provided, however, that “Government Released Claims”

shall not include any and all rights, privileges, Claims, demands, liabilities, or Causes of Action

of any and every kind, character or nature whatsoever (a) against (i) the Debtor (or its successor,

including Reorganized HTA), the Commonwealth, ERS, PBA or COFINA arising from or

relating to the Debtor’s, the Commonwealth’s, ERS’s, PBA’s and COFINA’s obligations, as

applicable, pursuant to the HTA Plan or the securities to be issued pursuant to the HTA Plan or

that were issued pursuant to the COFINA Plan or the Commonwealth Plan, or (ii) a Government

Releasee unrelated to the Debtor or the Claims discharged pursuant to the terms and provisions

of the HTA Plan, (b) arising from or related to any act or omission that constitutes intentional

fraud or willful misconduct or (c) arising from or related to claims or bonds issued, or contracts

or leases entered into, by the Commonwealth, AFICA, CCDA, COFINA, ERS, MBA, MFA,

PBA, PFC, PRASA, PRIDCO, PRIFA, UPR and PREPA.

1.146 Government Releasees: Collectively, the Government Parties and the Debtor,

including all instrumentalities, municipalities, public corporations and public agencies of the

Commonwealth, together with their respective current or former board members, directors,

principals, agents, officers, employees, advisors and professionals, including, without limitation,

any and all advisors and professionals retained by the Government Parties in connection with the

Title III Case in their capacities as such; provided, however, that, notwithstanding the foregoing,

“Government Releasees” shall not include the Commonwealth, AFICA, CCDA, COFINA, ERS,

MBA, MFA, PBA, PFC, PRASA, PRIDCO, PRIFA, UPR and PREPA solely with respect to any

Claims against or bonds issued by such Entities.

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1.147 GUC Recovery Cap: Forty percent (40%); provided, however, that, for purposes

of calculation, any net recoveries by the Avoidance Actions Trust on account of the Avoidance

Actions shall not count towards attaining the forty percent (40%) cap.

1.148 GUC Reserve: The reserve to be created on or prior to the HTA Effective Date,

and held by Kroll Restructuring Administration LLC (formerly, Prime Clerk LLC), solely for the

benefit of holders of Allowed HTA General Unsecured Claims, pursuant to a separate agreement

that will contain substantially similar protections for holders of HTA General Unsecured Claims

as the agreement with respect to the GUC Reserve under the Commonwealth Plan has for holders

of CW General Unsecured Claims (as defined in the Commonwealth Plan).

1.149 Highway Assets: Collectively, the Toll Road Assets and the toll-free roads on

Puerto Rico, managed, operated or maintained by HTA.

1.150 HTA: Puerto Rico Highways and Transportation Authority.

1.151 HTA 68 Bond Claim: A Claim against HTA on account of HTA 68 Bonds,

other than an HTA 68 Bond Claim (Ambac), an HTA 68 Bond Claim (Assured) or an HTA 68

Bond Claim (National).

1.152 HTA 68 Bond Claim (Ambac): A Claim against HTA on account of an HTA 68

Bond that is an Ambac Insured Bond.

1.153 HTA 68 Bond Claim (Assured): A Claim against HTA on account of an HTA

68 Bond that is an Assured Insured Bond.

1.154 HTA 68 Bond Claim (National): A Claim against HTA on account of an HTA

68 Bond that is a National Insured Bond.

1.155 HTA 68 Bond Recovery: The aggregate recovery by holders of Allowed HTA

68 Bond Claims, Allowed HTA 68 Bond Claims (Ambac), Allowed HTA 68 Bond Claims

(Assured), and Allowed HTA 68 Bond Claims (National), on account of any such Claims,

consisting of (a) Three Hundred Eleven Million Five Hundred Twelve Thousand Eight Hundred

Twenty-Two Dollars and Seventeen Cents ($311,512,822.17) in original principal amount of

New HTA CIBs, (b) One Hundred Twenty-Three Million Five Hundred Forty-Three Thousand

Eight Hundred Forty Dollars and Five Cents ($123,543,840.05) in original principal amount of

New HTA CABs, and (c) Two Hundred Eleven Million Three Hundred Thirty-Two Thousand

Six Hundred Eighty-Five Dollars and Fifty-Six Cents ($211,332,685.56) in original principal

amount of New HTA Convertible CABs; provided, however, at the election of the

Commonwealth and HTA, which election shall be disclosed no later than seven (7) days prior to

the HTA Effective Date, in their joint and absolute discretion, the Commonwealth or HTA, as

the case may be, may substitute Cash for the New HTA Bonds which would otherwise be issued

on the HTA Effective Date in accordance with clauses (a)-(c) above, on a dollar-for-dollar basis.

1.156 HTA 68 Bonds: Collectively, the following bonds issued by HTA pursuant to

Resolution No. 68-18, adopted June 13, 1968, as amended and supplemented thereafter: (a) the

Highway Revenue Bonds, Series Y, issued by HTA in the original principal amount of Eight

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Hundred Ninety Million Two Hundred Thirty-Five Thousand Dollars ($890,235,000.00), (b) the

Highway Refunding Bonds, Series Z, issued by HTA in the original principal amount of One

Hundred Eighty-Five Million Forty Thousand Dollars ($185,040,000.00), (c) the 2003 Highway

Revenue Refunding Bonds, Series AA-1, issued by HTA in the original principal amount of One

Hundred Eighty-Eight Million Three Hundred Ninety-Five Thousand Dollars ($188,395,000.00),

(d) the 2003 Highway Revenue Refunding Bonds, Series AA-2, issued by HTA in the original

principal amount of Sixty-Five Million Two Hundred Seventy-Five Thousand Dollars

($65,275,000.00), (e) the 2005 Highway Revenue Refunding Bonds, Series BB, issued by HTA

in the original principal amount of One Hundred One Million Six Hundred Twenty-Five

Thousand Dollars ($101,625,000.00), (f) the 2007 Highway Revenue Refunding Bonds, Series

CC, issued by HTA in the original principal amount of Four Hundred Thirty-One Million Nine

Hundred Fifty-Five Thousand Six Hundred Nine Dollars and Five Cents ($431,955,609.05), (g)

the 2010 Highway Revenue Refunding Bonds, Series AA-1, issued by HTA in the original

principal amount of One Hundred Eighty-Eight Million Three Hundred Ninety-Five Thousand

Dollars ($188,395,000.00), (h) the 2010 Highway Revenue Refunding Bonds, Series AA-2,

issued by HTA in the original principal amount of Sixty-Five Million Two Hundred

Seventy-Five Thousand Dollars ($65,275,000.00), and (i) the Series FHA Bonds issued by HTA

in the original principal amount of Nine Hundred Forty-Five Thousand Dollars ($945,000.00).

1.157 HTA 98 Bonds: Collectively, the HTA 98 Senior Bonds and the HTA 98 Sub

Bonds.

1.158 HTA 98 Senior Bond Claim: A Claim against HTA on account of HTA 98

Senior Bonds, other than an HTA 98 Senior Bond Claim (Ambac), an HTA 98 Senior Bond

Claim (Assured), an HTA 98 Senior Bond Claim (FGIC) or an HTA 98 Senior Bond Claim

(National).

1.159 HTA 98 Senior Bond Claim (Ambac): A Claim against HTA on account of

HTA 98 Senior Bond that is an Ambac Insured Bond.

1.160 HTA 98 Senior Bond Claim (Assured): A Claim against HTA on account of

HTA 98 Senior Bond that is an Assured Insured Bond.

1.161 HTA 98 Senior Bond Claim (FGIC): A Claim against HTA on account of an

HTA 98 Senior Bond that is a FGIC Insured Bond.

1.162 HTA 98 Senior Bond Claim (National): A Claim against HTA on account of an

HTA 98 Senior Bond that is a National Insured Bond.

1.163 HTA 98 Senior Bond Recovery: The aggregate recovery by holders of Allowed

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

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

HTA 98 Senior Bond Claims (National) on account of any such Claims, consisting of (a) Two

Hundred Eighty-Eight Million Four Hundred Eighty-Seven Thousand One Hundred

Seventy-Seven Dollars and Eighty-Three Cents ($288,487,177.83) in original principal amount

of New HTA CIBs, (b) One Hundred Fourteen Million Four Hundred Twelve Thousand

Twenty-Eight Dollars and Eight Cents ($114,412,028.08) in original principal amount of New

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HTA CABs, and (c) One Hundred Ninety-Five Million Seven Hundred Eleven Thousand Nine

Hundred Twelve Dollars and One Cent ($195,711,912.01) in original principal amount of the

New HTA Convertible CABs; provided, however, at the election of the Commonwealth and

HTA, which election shall be disclosed no later than seven (7) days prior to the HTA Effective

Date, in their joint and absolute discretion, the Commonwealth or HTA, as the case may be, may

substitute Cash for the New HTA Bonds which would otherwise be issued on the HTA Effective

Date in accordance with clauses (a)-(c) above, on a dollar-for-dollar basis.

1.164 HTA 98 Senior Bonds: Collectively, the following bonds issued by HTA

pursuant to Resolution 98-06, adopted February 26, 1998: (a) the 1998 Transportation Revenue

Bonds, Series A, issued by HTA in the original principal amount of One Billion One Hundred

Twenty-Nine Million Six Hundred Forty-Three Thousand Seven Hundred Forty Dollars

($1,129,643,740.00), (b) the 2002 Transportation Revenue Bonds, Series D, issued by HTA in

the original principal amount of Seven Hundred Million Eight Hundred Fifty-Five Thousand

Dollars ($700,855,000.00), (c) the 2002 Transportation Revenue Refunding Bonds, Series E,

issued by HTA in the original principal amount of Two Hundred Eighty-Four Million Four

Hundred Five Thousand Dollars ($284,405,000.00), (d) the 2003 Transportation Revenue Bonds,

Series G, issued by HTA in the original principal amount of Five Hundred Sixty-Three Million

Six Hundred Fifty Thousand Dollars($563,650,000), (e) the 2003 Transportation Revenue

Refunding Bonds, Series H, issued by HTA in the original principal amount of Seventy-Two

Million Thirty-Five Thousand Dollars ($72,035,000.00), (f) the 2004 Transportation Revenue

Refunding Bonds, Series I, issued by HTA in the original principal amount of Eighty-Two

Million Three Hundred Forty Thousand Dollars ($82,340,000.00), (g) the 2004 Transportation

Revenue Refunding Bonds, Series J, issued by HTA in the original principal amount of Four

Hundred Five Million Nine Hundred Eighty-Five Thousand Dollars ($405,985,000.00), (h) the

2005 Transportation Revenue Refunding Bonds, Series K, issued by HTA in the original

principal amount of Eight Hundred Million Dollars ($800,000,000.00), (i) the 2005

Transportation Revenue Refunding Bonds, Series L, issued by HTA in the original principal

amount of Five Hundred Ninety-Eight Million Two Hundred Eighty-Five Thousand Dollars

($598,285,000.00), (j) the 2007 Transportation Revenue Refunding Bonds, Series M, issued by

HTA in the original principal amount of Two Hundred Fifty Million Dollars ($250,000,000.00),

(k) the 2007 Transportation Revenue Refunding Bonds, Series N, issued by the HTA in the

original principal amount of One Billion Five Hundred Two Million Nine Hundred Four

Thousand Nine Hundred Fifty-Three Dollars and Ninety-Five Cents ($1,502,904,953.95), and (l)

the 2010 Transportation Revenue Refunding Bonds, Series H, issued by HTA in the original

principal amount of Forty-Four Million Two Hundred Seventy-Five Thousand Dollars

($44,275,000.00).

1.165 HTA 98 Sub Bond Claim: A Claim against HTA on account of HTA 98 Sub

Bonds, other than an HTA 98 Sub Bond Claim (Assured), an HTA 98 Sub Bond Claim (FGIC),

or an HTA 98 Sub Bond Claim (National).

1.166 HTA 98 Sub Bond Claim (Assured): A Claim against HTA on account of an

HTA 98 Sub Bond that is an Assured Insured Bond.

1.167 HTA 98 Sub Bond Claim (FGIC): A Claim against HTA on account of an

HTA 98 Sub Bond that is a FGIC Insured Bond.

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1.168 HTA 98 Sub Bond Claim (National): A Claim against HTA on account of an

HTA 98 Sub Bond that is a National Insured Bond.

1.169 HTA 98 Sub Bond Recovery: The aggregate recovery byCW/HTA Clawback 

Recovery allocable to holders of Allowed HTA 98 Sub Bond Claims, Allowed HTA 98 Sub

Bond Claims (Assured), Allowed HTA 98 Sub Bond Claims (FGIC), and Allowed HTA 98 Sub

Bond Claims (National).

1.170 HTA 98 Sub Bonds: Collectively, the following subordinated bonds issued by

HTA pursuant to Resolution 98-06, adopted February 26, 1998, as amended and supplemented

thereafter: (a) the Subordinated Transportation Revenue Bonds, Series 1998, issued by HTA in

the original principal amount of Seventy-Five Million Fifty Thousand Dollars ($75,050,000.00),

and (b) the Subordinated Transportation Revenue Bonds, Series 2003, issued by HTA in the

original principal amount of Three Hundred Twenty Million Five Hundred Forty-Five Thousand

Dollars ($320,545,000.00).

1.171 HTA Bond Claims: Collectively, a Claim against HTA on account of HTA 68

Bonds, HTA 98 Senior Bonds, and HTA 98 Sub Bonds.

1.172 HTA Bonds: Collectively, the HTA 68 Bonds, the HTA 98 Senior Bonds, and

the HTA 98 Sub Bonds.

1.173 HTA/CCDA Annex Agreement: That certain Annex Agreement annexed as

Exhibit “I” to the HTA/CCDA Plan Support Agreement pursuant to which certain holders of

HTA Bonds and CCDA Bonds became HTA/CCDA PSA Creditors.

1.174 HTA/CCDA Joinder Agreement: That certain Joinder Agreement annexed as

Exhibit “H” to the HTA/CCDA Plan Support Agreement pursuant to which certain holders of

HTA Bonds and CCDA Bonds became HTA/CCDA PSA Creditors.

1.175 HTA/CCDA Joinder Deadline: With respect to (a) HTA 68 Bond Claims and

HTA 68 Bond Claims (Ambac), May 17, 2021, at 11:59 p.m. (Eastern Daylight Time), and (b)

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

Claims (FGIC), July 15, 2021, at 11:59 p.m. (Eastern Daylight Time), or in either case, such later

date and time as may be requested by Assured and National, but in no event later than the

commencement of the hearing to consider confirmation of the HTA Plan.

1.176 HTA/CCDA Joinder Creditors: Collectively, those entities holding HTA

Bonds or CCDA Bonds that executed and delivered either the HTA/CCDA Joinder Agreement or

the HTA/CCDA Annex Agreement prior to the HTA/CCDA Joinder Deadline.

1.177 HTA/CCDA Plan Support Agreement: That certain HTA/CCDA Related Plan

Support Agreement, dated as of May 5, 2021, by and among the Oversight Board and the

HTA/CCDA PSA Creditors, as it may be amended, modified, or supplemented in accordance

with the terms thereof.

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1.178 HTA/CCDA PSA Creditors: Collectively, the parties to the HTA/CCDA Plan

Support Agreement, other than the Oversight Board.

1.179 HTA/CCDA PSA Restriction Fee Creditors: Collectively, the Initial

HTA/CCDA PSA Creditors and the HTA/CCDA Joinder Creditors that executed the

HTA/CCDA Plan Support Agreement, the HTA/CCDA Joinder Agreement, or the HTA/CCDA

Annex Agreement prior to the expiration of the HTA/CCDA PSA Restriction Fee Period;

provided, however, that, notwithstanding anything contained herein to the contrary, all entities

executing an HTA/CCDA Joinder Agreement or an HTA/CCDA Annex Agreement on the date

the HTA/CCDA PSA Threshold Attainment is reached shall be considered HTA/CCDA PSA

Restriction Fee Creditors; and, provided, further, that, under all circumstances, HTA PSA

Restriction Fees shall not be available to holders of HTA 98 Sub Bond Claims, HTA 98 Sub

Bond Claims (Assured), HTA 98 Sub Bond Claims (FGIC), or HTA 98 Sub Bond Claims

(National) in their capacity as such, and such holders in such capacity shall not be considered

HTA/CCDA PSA Restriction Fee Creditors with respect to such HTA 98 Sub Bonds.

1.180 HTA/CCDA PSA Restriction Fee Period: The period from May 5, 2021 up to

and including the earlier to occur of (a) the HTA/CCDA PSA Threshold Attainment and (b) the

applicable HTA/CCDA Joinder Deadline.

1.181 HTA/CCDA PSA Threshold Attainment: The date on which HTA/CCDA PSA

Restriction Fee Creditors own or have due investment management responsibility and authority

for funds or accounts which own, or, with respect to Assured and National, either holds or

insures and is authorized to vote in accordance with Section 301(c)(3) of PROMESA, the

definitive insurance documents and applicable law, (a) with respect to HTA 68 Bonds,

eighty-five percent (85%) of the aggregate amount of HTA 68 Bond Claims, HTA 68 Bond

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

inclusive of principal and interest as of the HTA Petition Date, (b) with respect to HTA 98 Senior

Bonds, sixty-seven percent (67%) of the aggregate amount of 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), inclusive of principal and interest

as of the HTA Petition Date, and (c) with respect to CCDA Bonds, seventy percent (70%) of the

aggregate amount of CCDA Bond Claims, and in each case, without duplication and, to the

extent any such claims are insured, 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.

1.182 HTA Clawback CVI: The CVI issued on account of Allowed CW/HTA Claims

in accordance with the terms and provisions of the Commonwealth Plan.

1.183 HTA Clawback Recovery: The aggregate recovery by holders of Allowed

CW/HTA Claims, consisting of HTA Clawback CVIs distributed to holders of such Claims

pursuant to the Commonwealth Plan and subject to the Annual Payment Waterfall, as defined in

Exhibit “J” of the Commonwealth Plan. .

1.184 HTA Committee Agreement: That certain letter agreement, dated May 9, 2022,

between the Creditors’ Committee and the Oversight Board.

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1.185 HTA Confirmation Date: The date on which the Clerk of the Title III Court

enters the HTA Confirmation Order on the docket.

1.186 HTA Confirmation Hearing: The hearing conducted by the Title III Court

pursuant to section 1128(a) of the Bankruptcy Code and Section 314 of PROMESA to consider

confirmation of the HTA Plan, as such hearing may be adjourned or continued from time to time.

1.187 HTA Confirmation Order: The order of the Title III Court confirming the HTA

Plan in accordance with Section 314 of PROMESA and section 1129 of the Bankruptcy Code,

made applicable in the HTA Title III Case in accordance with Section 301 of PROMESA.

1.188 HTA Distribution Conditions: Collectively, (a) the Commonwealth Effective

Date shall have occurred, (b) the documentation of the HTA Plan, the HTA Confirmation Order,

the New HTA Bonds Indenture, the Trust Documentation (if any), and the Custodial Trust

Documents (solely as they relate to Assured and National) shall have been agreed upon by the

Oversight Board, Assured and National, (c) holders of, or insurers entitled to vote with respect to,

HTA 68 Bonds, holding or insuring, as the case may be, at least sixty-seven percent (67%) of the

outstanding principal amount of HTA 68 Bonds shall have executed the HTA/CCDA Plan

Support Agreement (or an HTA/CCDA Joinder Agreement or an HTA/CCDA Annex Agreement

with respect thereto), and (d) holders of, or insurers entitled to vote with respect to, HTA 98

Senior Bonds, holding or insuring, as the case may be, at least sixty-seven (67%) of the

outstanding principal amount of HTA 98 Senior Bonds shall have executed the HTA/CCDA Plan

Support Agreement (or a Joinder Agreement or an Annex Agreement with respect thereto);

provided, however, that, upon entry of a Final Order with respect to the HTA Confirmation

Order, the conditions set forth in subsections (c) and (d) above shall be deemed satisfied.

HTA Effective Date: The first (1st 1.189 ) Business Day on which (i) all the conditions

precedent to confirmation of the HTA Plan specified in Section 35.134.1 of the HTA Plan shall

have been satisfied or waived, as provided in Section 35.234.2 of the HTA Plan, and (ii) all the

conditions precedent to the substantial consummation of the HTA Plan and occurrence of the

HTA Effective Date specified in Section 36.135.1 of the HTA Plan shall have been satisfied or

waived as provided in Section 36.235.2 of the HTA Plan.

1.190 HTA Enabling Act: Act No. 74 of June 23, 1965, known as the “Puerto Rico

Highway and Transportation Authority Act”.

1.191 HTA Fiscal Agent: The Bank of New York Mellon, solely in its capacity as

fiscal agent with respect to the HTA Bonds.

1.192 HTA Fiscal Plan: A Fiscal Plan for the Debtor or Reorganized HTA.

1.193 HTA/GDB Claim: A Claim against HTA with respect to loans extended by GDB

to HTA, other than an HTA 68 Bond Claim, HTA 68 Bond Claim (Ambac), HTA 68 Bond

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

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

(FGIC), HTA 98 Senior Bond Claim (National), or HTA 98 Sub Bond Claim (National).

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1.194 HTA General Unsecured Claim: A Claim against HTA; provided, however,

that, under all circumstances, “HTA General Unsecured Claim” shall not include (a) a Claim

arising from or related to the HTA 68 Bonds, the HTA 98 Senior Bonds, the HTA 98 Sub Bonds,

the HTA Moscoso Bonds or the GDB/HTA Loans, (b) an Eminent Domain/Inverse

Condemnation Claim, (c) a Section 510(b) Subordinated Claim, (d) a Late-Filed Claim, (e) a

Convenience Claim, (f) any Claim that is eligible to be transferred into or administered through

the ACR process, (g) the Claim asserted in Proof of Claim No. 161091 filed by Concilio

Nacional de Policias Inc. and any other Claims related to the litigation styled Frente Unido de 

Policias Organizados, et al. v. Puerto Rico Police Department, Case No. KAC-2007-4170, (h)

any Claims for retiree benefits (including, without limitation, those portions of Proofs of Claim

Nos. 93199, 103072, 104127, 130077, 103035, 106588, 115276, 104175 and 130091), regardless

of whether such Claims are asserted by retirees or active employees and regardless of whether of

such Claims are asserted through litigation or administrative proceedings, but excluding Claims

for any increased pension payments that would have been payable prior to adjudication of such

Claims (i.e., pension “back pay”) and only up to the amount related to unpaid pensions, (i) all

Claims against the Debtor by any Governmental Unit (as defined in section 101 of the

Bankruptcy Code), including the United States government, any State government, foreign

government, any municipality (whether of the Commonwealth or otherwise), the

Commonwealth, any instrumentality of the Commonwealth (including GDB), whether asserted

directly by such Governmental Unit or indirectly or derivatively by any other Entity, including,

without limitation, any Claims by the GDB asserted by or through the DRA, (j) any Claims

related to the Concession Agreement, dated as of December 20, 1991, between HTA and

Autopistas de PR, LLC, as amended and supplemented, relating to the operation and

maintenance of the Teodoro Moscoso Budge, including, without limitation, Proof of Claim No.

52295, (k) any Claims related to the Toll Road Concession Agreement, dated as of June 27,

2011, between the HTA and Autopistas Metropolitanas de Puerto Rico, LLC, as amended and

supplemented, including without limitation, Proof of Claim No. 35566, (l) any unsecured

deficiency claims with respect to asserted priority and/or secured Claims, or (m) such other

Claim determined by the Title III Court not to be an HTA General Unsecured Claim.

1.195 HTA GUC Recovery: The amount equal to (a) Forty-Eight Million Dollars

($48,000,000.00), to be funded in accordance with the terms and provisions of Section 20.3

hereof, plus (b) the net recoveries, if any, by the Avoidance Actions Trust attributable to the

Avoidance Actions, minus (c) such amount of Cash as is necessary to satisfy the payment of

Allowed Convenience Claims in accordance with the terms and provisions of Article XXIII

hereof.

1.196 HTA Moscoso Bond Claim: A Claim against HTA on account of the HTA

Moscoso Bonds.

1.197 HTA Moscoso Bonds: Collectively, the Special Facility Revenue Refunding

Bond, 2003 Series A, issued by HTA in the original principal amount of One Hundred

Fifty-Three Million Two Hundred Twenty-Two Thousand Two Hundred Seventy dollars and

Forty-Five Cents ($153,222,270,45) in accordance with the terms and provisions of that certain

Trust Agreement, dated as of October 1, 2003, between HTA and Banco Popular de Puerto Rico,

as Trustee in which, as of the HTA Petition Date, where in the aggregate outstanding principal

amount of $141,875411.00.

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1.198 HTA Petition Date: May 21, 2017.

1.199 HTA Plan: This ThirdFourth Amended Title III Plan of Adjustment of Puerto

Rico Highways and Transportation Authority, including, without limitation, the exhibits and

schedules hereto, as the same is amended, supplemented, or modified from time to time in

accordance with the provisions of PROMESA, the Bankruptcy Code and the terms hereof.

1.200 HTA PSA Restriction Fees: Collectively, the fees to be paid, in Cash, on the

HTA Effective Date, in accordance with the terms and provisions of the HTA/CCDA Plan

Support Agreement, Section 3.4 hereof, and the HTA Confirmation Order, which fees, in the

aggregate, shall not exceed One Hundred Twenty-Five Million Dollars ($125,000,000.00) minus

such amount as may be payable on account of Consummation Costs.

1.201 HTA Restriction Fee Percentage: The percentage equal to (a) One Hundred

Twenty-Five Million Dollars ($125,000,000.00) minus such amounts as may be payable on

account of Consummation Costs, divided by (b) 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) held or, in the case of a Monoline, either held or insured and is authorized to vote in

accordance with Section 301(c)(3) of PROMESA, governing documents, and applicable law, by

HTA/CCDA PSA Restriction Fee Creditors.

1.202 HTA Title III Case: The Title III case under PROMESA pending in the Title III

Court, captioned as In re Financial Oversight & Management Board for Puerto Rico as 

representative of the Puerto Rico Highways & Transportation Authority, Case No. 17-3567-LTS

(D.P.R.).

1.203 Initial HTA/CCDA PSA Creditors: Collectively, the parties to the HTA/CCDA

Plan Support Agreement, other than the Oversight Board, as of May 5, 2021.

1.204 Insured HTA Bond Claim: Collectively, the HTA Bond Claims, the principal

and interest payments of which have been insured by a Monoline, including, without limitation,

pursuant to a secondary market insurance policy.

1.205 Invalidity Actions: Collectively, the adversary proceedings challenging the

validity of certain GO Bonds, PBA Bonds, and PRIFA BANs listed on Exhibit “B” hereto.

1.206 IRC: The United States Internal Revenue Code of 1986, as amended from time

to time.

1.207 IRS: The Internal Revenue Service, an agency of the United States Department

of Treasury.

1.208 Late-Filed Claim: A proof of claim filed in the HTA Title III Case from and

after the commencement of the Disclosure Statement Hearing.

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1.209 Lien: Any charge against or interest in property to secure payment of a debt or

performance on an obligation.

1.210 Lien Challenge Actions: Collectively, the adversary proceedings listed on

Exhibit “C” hereto.

1.211 Lift Stay Motions: Collectively, the litigation styled (a) Assured Guaranty Corp., 

et al. v. The Financial Oversight and Management Board for Puerto Rico, filed in the HTA Title

III Case [Dkt. No. 673], (b) Ambac Assurance Corporation, et al. v. The Financial Oversight and 

Management Board, filed in the Commonwealth’s Title III case [Dkt. No. 10104], (c) Ambac 

Assurance Corporation, et al. v. The Financial Oversight and Management Board, filed in the

Commonwealth’s Title III case [Dkt. No. 10602], (d) AmeriNational Community Services, LLC, 

et al. v. The Financial Oversight Management Board of Puerto Rico, filed in the Title III Case

[Dkt. No. 591], (e) Assured Guaranty Corp., et al. v. Commonwealth of Puerto Rico, et al., Case

No. 20-1930, currently pending in the United States Court of Appeals for the First Circuit, (f)

Ambac Assurance Corporation, et al, v. Commonwealth of Puerto Rico, et al., Case No.

2—1931, currently pending in the United States Court of Appeals for the First Circuit, (g) Peaje 

Investments LLC v. Puerto Rico Highways & Transportation Authority, et al., Adv. Pro. No.

17-00152-LTS, filed in the HTA Title III Case [Dkt. No. 1], as amended, and (h) any motion or

adversary proceeding seeking to lift the automatic stay provided for in accordance with section

362 and 922 of the Bankruptcy Code (to the extent applicable) with respect to revenues similar to

those at issue in the above-referenced Lift Stay Motions.

1.212 List of Creditors: The Creditor List (together with all summaries, notes, and

schedules) attached as Exhibit A to the Notice of Filing of Creditor List for the Puerto Rico

Highways and Transportation Authority filed in the Title III Case [Case No. 17-3283-LTS, ECF

No. 10708], pursuant to sections 924 and 925 of the Bankruptcy Code, as such lists, summaries,

notes, or schedules have been or may be amended, restated, supplemented or otherwise modified

by the Debtor.

1.213 Local Bankruptcy Rules: The Local Bankruptcy Rules of the United States

Bankruptcy Court for the District of Puerto Rico and, to the extent applicable to the Title III

Case, the Local District Court Rules for the District of Puerto Rico, each as amended from time

to time.

1.214 MBA: Puerto Rico Metropolitan Bus Authority.

1.215 MFA: Puerto Rico Municipal Finance Agency.

1.216 Monolines: Collectively, Ambac, Assured, FGIC, and National, as insurers of

HTA Bonds, or other Claims or securities issued by the Debtor, as applicable.

1.217 National: National Public Finance Guarantee Corporation.

1.218 National Action: The litigation styled National Public Finance Guarantee Corp., 

et al. v. UBS Financial Services, Inc., et al., currently pending in the Estado Libre Asociado de

Puerto Rico, Sala Superior de San Juan, Civil No. SJ2019CV07932.

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1.219 National Acceleration Price: With respect to any National Insured Bond, a price

equal to the outstanding principal amount of a National Insured Bond plus the accrued and

unpaid interest thereon (or, in the case of any capital appreciation bonds, the compounded

amount thereof) as of the date of payment.

1.220 National Bondholder Election Form: Collectively or individually, as the case

may be, the “Form of Election Notice for Holders of Claims in Class 4” and the “Form of

Election Notice for Holders of Claims in Class 9”, copies of which are attached as Schedules

5(d) and 5(e), respectively, to the Disclosure Statement Order.

1.221 National Certificates: With respect to each National Trust that is formed for the

benefit of the beneficial holders of National Insured Bonds, the certificate(s) or receipt(s) to be

issued by such National Trust to beneficial holders of such National Insured Bonds that are

deposited into the National Trust.

1.222 National Commutation Consideration: A combination of some or all of the

following, to be selected by National at National’s sole discretion at or prior to the

commencement of the Disclosure Statement Hearing: (i) some or all of a holder’s Pro Rata Share

of the National Plan Consideration; (ii) a percentage, to be determined at National’s sole

discretion, of the Consummation Costs and/or the HTA PSA Restriction Fee distributable to

National in accordance with the terms and provisions of Article III hereof; and (iii) Cash in an

amount to be determined by National in its sole discretion.

1.223 National Commutation Treatment: The treatment set forth in Section 26.2(a)

hereof.

1.224 National CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising

from HTA Bonds insured by National, including, without limitation, pursuant to a secondary

market insurance policy.

1.225 National Election Notice: The “Notice of Non-Voting Status for Holders of

HTA 98 Sub Bond Claims (National)”, a copy of which is attached as Schedule 4(f) to the

Disclosure Statement Order.

1.226 National Escrow Account: A single escrow account that may be formed, on or

prior to the HTA Effective Date, by HTA, for the benefit of the beneficial holders of National

Insured Bonds whose National Escrow Consideration is deposited therein, the terms of which

shall be set forth in the Plan Supplement.

1.227 National Escrow Consideration: Some or all of the New HTA Bonds

distributable on account of Allowed National Insured Bond Claims and any other consideration

that may be selected by National, in National’s sole and absolute discretion, at or prior to the

commencement of the Disclosure Statement Hearing.

1.228 National HTA Consideration: The consideration distributable pursuant to the

Commonwealth Plan, the Commonwealth Confirmation Order, the HTA Plan and the HTA

Confirmation Order on account of Allowed National Insured Bond Claims and Allowed National

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CW/HTA Bond Claims, consisting of (a) the Cash and New HTA Bonds distributable on account

of Allowed National Insured Bond Claims, and (b) the HTA Clawback CVI distributable on

account of Allowed National CW/HTA Bond Claims.

1.229 National Insurance Policies: The existing insurance policies, including

secondary market insurance policies, initially issued by (a) MBIA Insurance Corporation and

subsequently novated to National or (b) FGIC and subsequently novated to National, and relating

to the National Insured Bonds, together with any and all agreements and other documents related

thereto.

1.230 National Insured Bond Claims: Collectively, the Claims against HTA arising

from the National Insured Bonds, including any HTA 68 Bond Claims (National), HTA 98

Senior Bond Claims (National), and HTA 98 Sub Bond Claims (National).

1.231 National Insured Bonds: Collectively, the HTA Bonds that have been insured or

are otherwise owned (by subrogation or otherwise) by National, including, without limitation,

pursuant to a secondary market insurance policy.

1.232 National Non-Commutation Treatment: The treatment set forth in Section

26.2(b) hereof.

1.233 National Plan Consideration: The consideration distributable on account of

Allowed National Insured Bond Claims.

1.234 National Treatment: With respect to each Class of National Insured Bond

Claims, the treatment set forth in Section 26.2 hereof.

1.235 National Trust: The trust(s) which may be formed, on or prior to the HTA

Effective Date, by HTA, the sole cost and expense of which, including, but not limited to, the

formation and maintenance of the trust(s) (including trustee fees and expenses), shall be satisfied

from the assets of the National Trust, and for the benefit of beneficial holders of such National

Insured Bonds, the terms of which shall be set forth in the Plan Supplement.

1.236 National Trust Consideration: Some or all of the New HTA Bonds

distributable on account of Allowed National Insured Bond Claims and any other consideration

that may be selected by National, in National’s sole and absolute discretion, at or prior to the

commencement of the Disclosure Statement Hearing.

1.237 New HTA Bonds: Collectively, the bonds to be issued on the HTA Effective

Date by Reorganized HTA in accordance with the terms and conditions of the HTA Plan, the

HTA Confirmation Order, and the New HTA Bonds Indenture, including, without limitation, any

refunding bonds which may be issued in accordance with the New HTA Bonds Indenture, the

repayment of which shall be supported by a pledge of the Pledged Revenues.

1.238 New HTA Bonds Indenture: The indenture or resolution to be executed and

delivered as of the HTA Effective Date pursuant to which Reorganized HTA shall issue the

Secured Obligations, and including all of the terms and provisions in connection therewith, as it

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may be amended, supplemented or modified from time to time, in accordance with its terms and

conditions, which indenture or resolution shall be reasonably satisfactory to the Monolines.

1.239 New HTA Bonds Trustee: The trustee appointed in accordance with the terms

and provisions of the New HTA Bonds Indenture.

1.240 New HTA CABs: Collectively, the series of capital appreciation bonds, accreting

interest at the rate of five percent (5.0%) per annum, to be issued pursuant to the HTA Plan as

components of New HTA Bonds and to be distributed pursuant to the terms and provisions of the

HTA Plan.

1.241 New HTA CIBs: Collectively, the series of current interest bonds, accruing

interest at the rate of five percent (5%) per annum, to be issued pursuant to the HTA Plan as

components of the New HTA Bonds and to be distributed pursuant to the terms and provisions of

the HTA Plan.

1.242 New HTA Convertible CABs: Collectively, the series of convertible capital

appreciation bonds, accreting interest at the rate of five percent (5.0%) per annum, to be issued

pursuant to the HTA Plan as components of the New HTA Bonds and to be distributed pursuant

to the terms and provisions of the HTA Plan.

1.243 Outstanding: Debt that (i) has not been paid in full in accordance with its terms,

or (ii) has not been legally defeased in accordance with the defeasance requirements set forth in

the applicable definitive issuance documents.

1.244 Oversight Board: The Financial Oversight and Management Board for Puerto

Rico established pursuant to Section 101 of PROMESA, as the Debtor’s representative in the

Title III Case pursuant to Section 315(b) of PROMESA.

1.245 Partial Disposition: A lease, long-term concession or other public-private

partnership arrangement with respect to any real restate or personal property comprising a portion

of the Toll Facilities.

1.246 PayGo: The pay-as-you-go pension system created in accordance with Act 106 of

2017.

1.247 PBA: Puerto Rico Public Buildings Authority.

1.248 Person: An individual, general partnership, limited partnership, corporation,

limited liability company, limited liability partnership, cooperative, trust, unincorporated

organization, association, joint stock company, joint venture, estate, government, or agency or

political subdivision thereof, or any other form of legal entity.

1.249 PFC: Puerto Rico Public Finance Corporation.

1.250 Plan Supplement: A separate volume, to be filed with the Clerk of the Title III

Court, including, among other documents, the New HTA Bonds Indenture, forms of the New

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HTA Bonds, and Reorganized HTA By-Laws, which shall be in form and substance reasonably

satisfactory to AAFAF, and the Monolines, and, solely with respect to the provisions affecting

Classes 16 and 19, the Creditors’ Committee. The Plan Supplement (containing draft or final

versions of the foregoing documents) shall be filed with the Clerk of the Title III Court as soon as

practicable (but in no event later than seven (7) days) prior to the Ballot Date, or on such other

date as the Title III Court establishes. The Plan Supplement shall be deemed incorporated into

and part of the HTA Plan as if set forth herein in full.

1.251 Pledged Revenues: Collectively, (a) the Toll Receipts, (b) the rights of

Reorganized HTA to receive the Toll Receipts, (c) except for purposes of the Toll Rate Covenant

set forth in the New HTA Bonds Indenture, the proceeds derived from or related to any sale or

disposition of, or any concession arrangement relating to, all or any part of the Toll Facilities, and

(d) investment income received on any amounts held in the Toll Receipts Fund, the Debt Service

Fund, the Operating Reserve Fund, the Renewal and Replacement Funds, the Subordinated

Indebtedness Fund and the General Reserve Fund, each as defined in the New HTA Bonds

Indenture; provided, however, that, under all circumstances, “Pledged Revenues” shall not

include the proceeds of any gifts, grants, or other payments to Reorganized HTA from the United

States of America, any state, territory, municipality or any public or private instrumentality,

individual or entity that are not in the nature of a Toll.

1.252 PRASA: Puerto Rico Aqueduct and Sewer Authority.

1.253 PREPA: Puerto Rico Electric Power Authority.

1.254 PRIDCO: Puerto Rico Industrial Development Company.

1.255 PRIFA: Puerto Rico Infrastructure Financing Authority.

1.256 PRITA: Puerto Rico Integrated Transit Authority.

1.257 Professional: An Entity (a) to be compensated for services rendered prior to or

on the HTA Effective Date pursuant to Sections 316 and 317 of PROMESA, and (i) employed in

the Title III Case by the Government Parties (in the Government Parties’ sole discretion); (ii)

employed in the Title III Case by the Oversight Board (in the Oversight Board’s sole discretion);

or (iii) a committee appointed in accordance with section 1103 of the Bankruptcy Code, or (b) for

which compensation and reimbursement has been Allowed by the Title III Court pursuant to

section 503(b)(4) of the Bankruptcy Code.

1.258 Professional Claim: A Claim by a Professional seeking an award by the Title III

Court of compensation for services rendered or reimbursement of expenses incurred through and

including the HTA Confirmation Date under Sections 316 and 317 of PROMESA.

1.259 PROMESA: The Puerto Rico Oversight, Management, and Economic Stability

Act, Pub. L. No. 114-187, 130 Stat. 549 (2016), 48 U.S.C. § 2101, et. seq., as it may be amended

or modified.

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1.260 Pro Rata Share: With respect to Allowed Claims against the Debtor (a) the

proportion that an Allowed Claim bears to the sum of all Allowed Claims within such Class,

taking into account, and reducing for, unmatured interest thereon as of the HTA Petition Date

with respect to individual bonds within such Class, and (b) among more than one Class, the

proportion that Allowed Claims within such Class of Claims receive in consideration bears to the

sum of consideration received by all Claims within all applicable Classes.

1.261 Related Persons: With respect to any Entity (including for the avoidance of

doubt, the Commonwealth, the Government Parties, and the Creditors’ Committee), its

predecessors, successors and assigns (whether by operation of law or otherwise) and their

respective current and former employees, managers, elected or appointed officials, directors,

officers, board members, principals, members, equity holders (whether such interests are held

directly or indirectly), partners, financial advisors, attorneys, accountants, consultants, agents and

professionals (including, without limitation, any and all Professionals retained by the Debtor,

AAFAF, and the Creditors’ Committee), or other representatives, nominees or investment

managers, each acting in such capacity, and any Entity claiming by or through any of them

(including their respective officers, directors, managers, shareholders, partners, employees,

members and professionals), each in its respective capacity as such; provided, however, that

“Related Persons” is not intended, nor shall it be construed, to include the Commonwealth,

AFICA, CCDA, COFINA, ERS, MBA, MFA, PBA, PFC, PRASA, PRIDCO, PRIFA, UPR, and

PREPA.

1.262 Released Claims: Collectively, (a) with respect to those Entities party to the

HTA/CCDA Plan Support Agreement, Claims and Causes of Action released hereunder and in

accordance with the HTA/CCDA Plan Support Agreement, (b) Claims and Causes of Action that

arise in, are related to or have been or could have been asserted against the Debtor or its Assets in

the Title III Case, (c) Claims and Causes of Action that have been or could have been asserted by

the Debtor (with respect to releases given by the Debtor) and by Creditors or the Government

Parties relating to Claims they have against the Released Parties (with respect to releases given

by Releasing Parties), (d) Claims and Causes of Action related to the Fourth Amended

Stipulation Between the Commonwealth of Puerto Rico and the Puerto Rico Highways and

Transportation Authority Regarding the Tolling of Statute of Limitations and Consent Order

[Case No. 17-3283-LTS, ECF No. 15854], as amended, and Claims and Causes of Action related

to the Fourth Amended Stipulation and Consent Order Between Title III Debtors (Other Than

COFINA) and the Puerto Rico Fiscal Agency and Financial Advisory Authority Acting on Behalf

of the Government Entities Listed on Appendix “B” Regarding the Tolling of Statute of

Limitations [Case No. 17-3283-LTS, ECF No. 17394], as amended, (e) with respect to those

Entities party to the DRA Stipulation, Claims and Causes of Action released hereunder and in

accordance with the DRA Stipulation, and (f) Claims that otherwise arise from or relate to the

Title III Case, the HTA Plan, the HTA/CCDA Plan Support Agreement, the HTA Committee

Agreement, and the compromises set forth herein, including, without limitation, in connection

with or related to any of the Government Parties, and their respective subsidiaries, assets,

liabilities, operations, or property; provided, however, that, “Released Claims” is not intended to

include, nor shall it have the effect of including, Claims or Causes of Action unrelated to the

Debtor or Claims or Causes of Action for gross negligence, willful misconduct or intentional

fraud asserted, or that could have been asserted, whether sounding in contract or tort; and,

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provided, further, that “Released Claims” is not intended to release, nor shall it have the effect of

releasing, any Entity in its capacity as a defendant in any Avoidance Action, including a party to

a tolling agreement with the Commonwealth and/or ERS related to such Cause of Action; and,

provided, further, that “Released Claims” is not intended to release, nor shall it have the effect of

releasing, any party from the performance of its obligations in accordance with the HTA

Confirmation Order or the HTA Plan, including, without limitation, performance of obligations

arising from or related to New HTA Bonds, New GO Bonds, the HTA Clawback CVIs or under

any policy of insurance or related documents issued by a Monoline; and, provided, further, that

“Released Claims” shall not include claims against the Commonwealth, AFICA, CCDA,

COFINA, ERS, MBA, MFA, PBA, PFC, PRASA, PRIDCO, PRIFA, UPR, and PREPA.

1.263 Released Parties: Collectively, solely to the extent provided in the HTA Plan, (a)

the Government Parties, (b) the HTA/CCDA PSA Creditors, (c) the Creditors’ Committee, (d)

the DRA and the DRA Parties, and (e) with respect to the foregoing clauses (a) through (d), each

of their respective Related Persons.

1.264 Releasing Parties: Collectively, solely to the extent provided in the HTA Plan,

(a) all holders of Claims against the Debtor or its Assets; (b) such holders’ current and former

Affiliates and (c) with respect to the foregoing clauses (a) and (b), each such Entity’s current and

former Related Persons.

1.265 Reorganized Commonwealth: The Commonwealth, from and after the

Commonwealth Effective Date.

1.266 Reorganized HTA: The Debtor, from and after the HTA Effective Date.

1.267 Reorganized HTA By-Laws: The by-laws of Reorganized HTA, to the extent

applicable, from and after the HTA Effective Date.

1.268 SCC Action: The litigation styled Special Claims Committee v. Barclays Capital, 

et al., Adv. Proc. No. 19-00280-LTS, currently pending in the Title III Court.

1.269 SEC: The United States Securities and Exchange Commission.

1.270 Section 103 Bond Counsel: With respect to HTA or Reorganized HTA, as the

case may be, counsel providing services with respect to Section 103 of the IRC.

1.271 Section 510(b) Subordinated Claim: Any Claim, to the extent determined

pursuant to a Final Order, against the Debtor or its Assets arising from or relating to (a)

rescission of a purchase or sale of an existing security of the Debtor or an Affiliate of the Debtor,

(b) purchase, sale or retention of such a security, or (c) reimbursement, indemnification or

contribution allowed under section 502 of the Bankruptcy Code on account of such Claim.

1.272 Secured Obligations: Collectively, the New HTA Bonds and the Subordinated

Indebtedness.

1.273 Securities Act: The Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, as amended,

or any similar federal, state, or local law.

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1.274 SIB Account: The State Infrastructure Bank account established and posted as

security for the repayment of HTA 98 Sub Bond Claims (National).

1.275 Solicitation Agent: Kroll Restructuring Administration LLC (formerly, Prime

Clerk LLC), the claims, balloting, and solicitation agent retained by the Debtor in the Title III

Case by Title III Court order.

1.276 Subordinated Indebtedness: Collectively, the subordinated indebtedness to be

issued to the Commonwealth pursuant to the New HTA Bonds Indenture or a supplement thereto

and as a refinancing of HTA’s obligations pursuant to the Commonwealth Loan, bearing interest

at the rate of two and one-half percent (2.5%) per annum, a maturity date of July 1, 2052, and

such other salient payment provisions as set forth on Exhibit “E” annexed hereto.

1.277 Syncora: Syncora Guarantee Inc., together with its predecessors, successors, or

designees.

1.278 Syncora Acceleration Price: With respect to an HTA 98 Senior Bond bearing

CUSIP number 745190AY4, and the principal and interest payments of which have been insured

by Syncora, a price equal to the outstanding principal amount of such HTA 98 Senior Bond plus

the accrued and unpaid interest thereon (or, in the case of any capital appreciation bonds, the

compounded amount thereof) as of the date of payment.

1.279 Title III: Title III of PROMESA.

1.280 Title III Case: The HTA Title III Case.

1.281 Title III Court: The United States District Court of the District of Puerto Rico or

such other court having jurisdiction over the Title III Cases.

1.282 Toll Facilities: Collectively, PR-20, PR-52, PR-53 and PR-66 toll highways.

1.283 Toll Rate Covenant: The toll rate covenant referred to in Section 24.125.1(i)

hereof, as set forth herein and as may be revised in accordance with the terms and provisions of

the New HTA Bonds Indenture.

1.284 Toll Receipts: Collectively, (a) all Cash receipts and automated or electric

payments or credits from Tolls (including by way of the “Auto-Expresso” system), and (b) the

proceeds of any business interruption insurance relating to the Toll Facilities and of any other

insurance which insures against the loss of Toll Receipts.

1.285 Toll Receipt Fund: The fund designated, created and established pursuant to

Section 5.01 of the New HTA Bonds Indenture to hold the Toll Receipts pending application and

distribution in accordance with the terms and conditions of the New HTA Bonds Indenture.

1.286 Tolls: Collectively, tolls, fares, incomes, receipts, special fees or permit fees, or

other charges imposed by or on behalf of Reorganized HTA on the owners, lessors, lessees or

operators of motor vehicles for the operation of or the right to operate those vehicles on the Toll

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Facilities, and fines and penalties and interest thereon collected as a result of a failure to pay any

such amount.

1.287 Transit Assets: Tren Urbano.

1.288 Trust Documentation: Collectively, the documentation required, if necessary, to

establish and maintain the trust into which with respect to HTA, the HTA Clawback CVI shall be

deposited pending, and which shall provide for, the distribution thereof to holders of Allowed

CW/HTA Claims (including the applicable Monolines) pursuant to the terms of the HTA/CCDA

Plan Support Agreement, which documentation in all cases shall be agreed upon by the Oversight

Board and the applicable Monolines.

1.289 Trust Estate: Collectively, and without limiting the provisions set forth in the

New HTA Bonds Indenture, (a) all right, title, and interest of Reorganized HTA in and to the

Pledged Revenues, and the right to receive the same, including, without limitation, any moneys,

income, revenues, accounts, contract rights or general intangibles derived therefrom, (i) subject

only to the application of Pledged Revenues in accordance with the terms and provisions of the

New HTA Bonds Indenture, and (ii) the senior lien and senior security interest granted by the

New HTA Bonds Indenture for the benefit of holders of New HTA Bonds, which shall in all

respects be senior and superior to the subordinate lien and the subordinate security interest

granted by the New HTA Bonds Indenture for the benefit of holders of Subordinated

Indebtedness, and (b) except for the Authority Expense Fund and the Arbitrage Rebate Fund, all

of Reorganized HTA’s right, title and interest in the funds and accounts created pursuant to the

New HTA Bonds Indenture and any supplemental trust agreement and the moneys, securities,

and other assets on deposit with the New HTA Bonds Trustee in such funds and accounts created

pursuant to the New HTA Bonds Indenture and any supplemental trust agreement permitted by

the HTA Enabling Act; provided, however, that the priority in which such moneys and securities

are applied to the repayment of the Secured Obligations shall be as expressly specified in the

New HTA Bonds Indenture.

1.290 Unclaimed Distribution: Any distribution to a Creditor that has not (a) accepted

a particular distribution or, in the case of distributions made by check, negotiated such check, (b)

given notice to the Debtor of an intent to accept a particular distribution, (c) responded to the

Debtor’s requests for information necessary to facilitate a particular distribution or (d) taken any

other action necessary to facilitate such distribution.

1.291 Underwriter Actions: Collectively, the Ambac Action, the FGIC Action, the

National Action, and the SCC Action, or any action brought in the future in any state, federal or

Commonwealth court, agency or tribunal against any of the defendants named in such litigations

concerning or relating to indebtedness or bonds issued by HTA, PREPA, the Commonwealth, or

any other agency or instrumentality of the Commonwealth.

1.292 Unexpired Lease: A lease of nonresidential real property to which the Debtor is

a party that is subject to assumption, assumption and assignment, or rejection under section 365

of the Bankruptcy Code, except as provided in Section 311 of PROMESA.

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1.293 Uniformity Litigation: Collectively, (a) the litigation styled Ambac Assurance 

Corporation v. The Financial Oversight and Management Board for Puerto Rico, et al., Adv. Pro.

No. 20-00068-LTS, currently pending in the Title III Court, and (b) such other litigation as may

be currently pending or as may be commenced during the period from and after the date hereof

up to and including the HTA Effective Date wherein claims or causes of action consistent with or

similar to those asserted or which could have been asserted in the above-referenced litigation

have been asserted.

1.294 UPR: Universidad de Puerto Rico.

1.295 Voting Record Date: The date(s) established by the Title III Court with respect

to an entitlement to vote to accept or reject the HTA Plan and set forth in the Disclosure

Statement Order; provided, however, that the “Voting Record Date” shall not apply to the

publicly traded securities, the claims with respect to which will be voted through the Depository

Trust Company’s Automated Tender Offer Platform, known as “ATOP”, where the holder of the

securities at the time of tender (as opposed to a date certain) is deemed to be the holder entitled

to vote.

1.296 Other Definitions: Unless the context otherwise requires, any capitalized term

used and not defined herein or elsewhere in the HTA Plan that is defined in PROMESA or the

Bankruptcy Code shall, if defined in PROMESA, have the meaning assigned to that term in

PROMESA or, if not defined in PROMESA, but defined in the Bankruptcy Code, shall have the

meaning ascribed thereto in the Bankruptcy Code. Unless otherwise specified, (a) all section,

schedule, or exhibit references in the HTA Plan are to the respective section in, article of, or

schedule or exhibit to, the HTA Plan, as the same may be amended, waived, or modified from

time to time and (b) all references to dollars are to the lawful currency of the United States of

America. The words, “herein,” “hereof,” “hereto,” “hereunder,” and other words of similar

import refer to the HTA Plan as a whole and not to any particular section, subsection, or clause

contained in the HTA Plan. In computing any period prescribed or allowed by the HTA Plan,

unless otherwise expressly provided, the provisions of Bankruptcy Rule 9006(a) shall apply.

1.297 Rules of Interpretation: For purposes of the HTA Plan, (a) unless otherwise

specified, any reference herein to a contract, lease, instrument, release, indenture, or other

agreement or document being in a particular form or on particular terms and conditions means

that such document shall be substantially in such form or substantially on such terms and

conditions, (b) unless otherwise specified, any reference herein to a definition, an existing

document, schedule, or exhibit, shall mean such document, schedule, or exhibit, as it was, or is

amended, modified, or supplemented, including, without limitation, updated to conform to the

Definitive Documents, (c) unless otherwise specified, all references herein to distributions being

made in an “amount” shall be calculated using the principal amount of any bonds issued on the

HTA Effective Date pursuant to the HTA Plan plus the amount, if any, of Cash so distributed, (d)

unless otherwise specified, all references herein to “Articles” and “Sections” are references to

Articles and Sections, respectively, hereof or hereto, (e) captions and headings to Articles and

Sections are inserted for convenience of reference only and are not intended to be a part of or to

affect the interpretation of the HTA Plan, (f) unless otherwise specified herein, the rules of

construction set forth in section 102 of the Bankruptcy Code shall apply, (g) unless otherwise

specified, references to docket numbers of documents filed in the Title III Case are references to

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the docket numbers under the Title III Court’s CM/ECF system, (h) the words “include” and

“including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be

deemed to be followed by the words “without limitation”, and (i) any immaterial effectuating

provisions may be interpreted by the Oversight Board in such a manner consistent with the

overall purpose and intent of the HTA Plan all without further notice to or action, order, or

approval of the Title III Court or any other Entity.

ARTICLE II

COMPROMISE AND SETTLEMENT OF DISPUTES/RESTRUCTURING OF

ENTITIES/RETIREE CLAIMS

2.1 Litigation Resolution: To the extent not resolved pursuant to the

Commonwealth Plan or the Commonwealth Confirmation Order, the HTA Plan sets forth the

terms and conditions for a global compromise and integrated settlement of, among other issues,

asserted and unasserted disputes concerning the rights of holders of HTA 68 Bond Claims, HTA

98 Bond Claims, and CW/HTA Claims, 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.

2.2 Allowance of Bond Claims: For purposes of confirmation and consummation of

the HTA Plan and distributions to be made hereunder, unless otherwise allowed pursuant to an

order of the Title III Court, on the HTA Effective Date, among other Claims, (a) the HTA 68

Bond Claims, the HTA 68 Bond Claims (Ambac), the HTA 68 Bond Claims (Assured), and the

HTA 68 Bond Claims (National), shall be deemed allowed in the aggregate amount of

$831,189,105.55, (b) the HTA 98 Senior Bond Claims, the HTA 98 Senior Bond Claims

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

(National), and the HTA 98 Senior Bond Claims (FGIC), including, without limitation, Claims

arising from HTA 98 Senior Bonds held by the DRA, shall be deemed allowed in the aggregate

amount of $3,129,667,976.84, (c) the HTA 98 Sub Bond Claims, the HTA 98 Sub Bond Claims

(Assured), the HTA 98 Sub Bond Claims (FGIC), and the HTA 98 Sub Bond Claims (National)

shall be deemed allowed in the aggregate amount of $277,107,234.18, and (d) the HTA/GDB

Claims shall be deemed allowed in the aggregate amount of $2,149,579,432.

2.3 Releases, Injunctions and Exculpation: The releases, injunctions and

exculpation provided in Article XLI herein are integral to obtaining the value provided hereunder

and constitute an essential component of the compromises reached and are not severable from the

other provisions of this HTA Plan.

2.4 HTA Operational Restructuring: On or as soon as practicable following the

HTA Effective Date, including, without limitation, upon approval of the United States

Department of Transportation Federal Transit Administration, Reorganized HTA shall be

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operationally restructured through the separation of the Highway Assets from the Transit Assets,

with such Transit Assets and all Transit Revenues being transferred to PRITA.

(a) Transit Assets. The Transit Assets shall be supported by the Transit

Revenues and by such other expressly identified, dedicated revenue stream, or revenue streams of

PRITA or the Commonwealth, as the case may be, sufficient to cover the Transit Assets’

operational and maintenance expense deficits and capital improvement expenditure needs and

approved as adequate for such purposes by the United States Department of Transportation

Federal Transit Administration and the Oversight Board.

(b) Highway Assets. From and after the HTA Effective Date, Reorganized

HTA shall retain the Highway Assets and, as soon as practicable thereafter, such Highway Assets

shall be operationally and financially separated between Toll Road Assets and non-toll road

assets, with a “Ring-Fenced” structure and allocation of cost and expenses implemented,

including, without limitation, (i) the internal separation of legal, financial and operational

functions and the establishment of separate Toll Road Assets and non-toll road assets

management offices, and (ii) the consolidation of all non-toll-road management responsibilities

of the Puerto Rico Department of Transportation and Public Works with and into Reorganized

HTA.

(c) Inventory of Highway Assets. From and after the HTA Effective Date,

Reorganized HTA shall use its reasonable best efforts to inventory all available Highway Assets

and provide such inventory to the Oversight Board.

2.5 Retiree Claims: In accordance with the terms and provisions of Act 106 and the

Commonwealth Plan, any and all obligations of the Debtor to former employees have been

assumed and will be paid by the Commonwealth through Pay-Go, with the Debtor making

“pay-as-you-go” contributions to the Commonwealth consistent with the provisions of Act 106

and the Commonwealth Plan, and are not otherwise treated pursuant to the HTA Plan.

ARTICLE III

PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, made applicable to the

Title III Case pursuant to Section 301(a) of PROMESA, Administrative Expense Claims and

Professional Claims have not been classified and thus are excluded from the Classes of Claims

set forth in Article IV of the HTA Plan.

3.1 Administrative Expense Claims: On the later to occur of (a) the HTA Effective

Date and (b) the date on which an Administrative Expense Claim shall become an Allowed

Claim, Reorganized HTA shall (i) pay to each holder of an Allowed Administrative Expense

Claim, in Cash, the full amount of such Administrative Expense Claim or (ii) satisfy and

discharge such Allowed Administrative Expense Claim in accordance with such other terms no

more favorable to the claimant than as may be agreed upon by and between the holder thereof

and Reorganized HTA; provided, however, that Allowed Administrative Expense Claims

representing indebtedness incurred in the ordinary course prior to the HTA Effective Date by the

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Debtor shall be paid in full and performed by Reorganized HTA in accordance with the terms

and subject to the conditions of any agreement governing, investment evidencing, or other

document relating to such transactions, including, without limitation, all obligations of HTA and

Reorganized HTA with respect to payment of the Commonwealth Loan; and, provided, further,

that, with respect to the Commonwealth Loan, the repayment thereof shall be satisfied in

accordance with the terms and provisions of the New HTA Bonds Indenture; and, provided,

further, that, if any such ordinary course expense is not billed, or a written request for payment is

not made, within one hundred fifty (150) days after the HTA Effective Date, such ordinary

course expense shall be barred and the holder thereof shall not be entitled to, or receive, a

distribution pursuant to the HTA Plan.

3.2 Professional Compensation and Reimbursement Claims: All Entities awarded

compensation, including, without limitation, to the fullest extent provided in respective letters of

engagement or similar instruments or agreements, or reimbursement of expenses by the Title III

Court, including, without limitation, experts who provided services to the Debtor during the Title

III Case, shall be paid in full, in Cash, in the amounts allowed by the Title III Court (a) as soon as

reasonably practicable following 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 than as may be mutually agreed upon

between such claimant and the Government Parties; provided, however, that, except as provided

herein, each Professional, including, without limitation, experts who provided services to the

Debtor during the Title III Case, 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. Reorganized HTA shall pay

compensation for professional services extended and reimbursement of expenses incurred after

the HTA Effective Date in the ordinary course and without the need for Title III Court approval.

3.3 HTA Consummation Costs: Notwithstanding anything contained in the HTA

Plan to the contrary, in order 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).

3.4 HTA Restriction Fee: 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, subject to the entry of the HTA Confirmation

Order, 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

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authorized to vote the applicable Insured HTA Bond Claims in accordance with Section

301(c)(3) of PROMESA, definitive insurance documents and applicable law) shall be entitled to

receive the HTA PSA Restriction Fee in the form of an allowed administrative expense claim,

payable in cash, at the time of consummation of the HTA Plan in an amount equal to the HTA

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

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

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

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

(National) (without duplication and, to the extent any such Claims are Monoline-insured, solely

to the extent an HTA/CCDA PSA Restriction Fee Creditor is authorized to vote any such Claim

in accordance with Section 301(c)(3) of PROMESA, the definitive insurance documents and

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

Restriction Fee Creditor 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 the HTA Confirmation Order; and, provided, further, that, if an

HTA/CCDA PSA Restriction Fee Creditor sells any HTA 68 Bonds or HTA 98 Senior Bonds for

which it would have been entitled to receive the HTA PSA Restriction Fee, the purchasing party

shall not be entitled to receive the HTA PSA Restriction Fee on account thereof and such

entitlement shall remain with the selling 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

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position that it will deny confirmation absent modification of the Commonwealth Plan or the

HTA Plan, and such modification would have a material adverse effect on the Parties ability to

consummate the Commonwealth Plan or the HTA Plan on terms consistent with the HTA/CCDA

Plan Support Agreement, including, but not limited to, the terms set forth in the Settlement

Summary annexed thereto as Exhibit “J”), or (iii) the entry of an order with respect to one or

more of the matters set forth in Section 7.1(b)(ii) of the HTA/CCDA Plan Support Agreement,

the aggregate HTA PSA Restriction Fee and Consummation Costs, in the amount of Twenty

Million Dollars ($20,000,000.00) shall be paid, ratably, in cash, as an administrative expense

claim under the HTA Plan to the Initial HTA/CCDA PSA Creditors as of the date of termination;

and, provided, further, that, in all other circumstances, upon termination of the HTA/CCDA Plan

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

Agreement in accordance with other provisions of Section 7.1 thereof, no Consummation Costs

or HTA PSA Restriction Fee shall be due and payable to the party to HTA/CCDA Plan Support

Agreement terminating such agreement or against the party such agreement is terminated.

3.5 DRA Restriction Fee: 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/GDB Claims in accordance with the terms thereof, on the HTA

Effective Date, or as soon as practicable thereafter in accordance with the terms hereof, 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.

3.6 Non-Severability: The allowance and payment of the Consummation Costs and

HTA PSA Restriction Fees as set forth in this Article III compensate the HTA/CCDA Restriction

Fee Creditors for value received and constitute an essential component of the compromises and

settlements embodied herein and are not severable from the other terms and provisions set forth

herein.

ARTICLE IV

CLASSIFICATION OF CLAIMS

4.1 Claims are classified as follows:

(a) Class 1: HTA 68 Bond Claims

(b) Class 2: HTA 68 Bond Claims (Ambac)

(c) Class 3: HTA 68 Bond Claims (Assured)

(d) Class 4: HTA 68 Bond Claims (National)

(e) Class 5: HTA 98 Senior Bond Claims

(f) Class 6: HTA 98 Senior Bond Claims (Ambac)

(g) Class 7: HTA 98 Senior Bond Claims (Assured)

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(h) Class 8: HTA 98 Senior Bond Claims (FGIC)

(i) Class 9: HTA 98 Senior Bond Claims (National)

(j) Class 10: HTA 98 Sub Bond Claims

(k) Class 11: HTA 98 Sub Bond Claims (Assured)

(l) Class 12: HTA 98 Sub Bond Claims (FGIC)

(m) Class 13: HTA 98 Sub Bond Claims (National)

(n) Class 14: HTA Moscoso Bond Claims

(o) Class 15: Eminent Domain/Inverse Condemnation Claims

(p) Class 16: HTA General Unsecured Claims

(q) Class 17: HTA/GDB Claims

(r) Class 18: Section 510(b) Subordinated Claims

(s) Class 19: Convenience Claims

(t) Class 20: Federal Claims

ARTICLE V

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (CLASS 1)

5.1 Treatment of HTA 68 Bond Claims: On the HTA Effective Date, each holder

of an Allowed HTA 68 Bond Claim shall be entitled to receive, in full consideration, satisfaction,

release, and exchange of such holder’s Allowed HTA 68 Bond Claim, such holder’s Pro Rata

Share of the HTA 68 Bond Recovery.

ARTICLE VI

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (AMBAC) (CLASS 2)

6.1 Treatment of HTA 68 Bond Claims (Ambac): Subject to the terms and

provisions of Section 26.4 hereof, on the HTA Effective Date, each holder of an Allowed HTA

68 Bond Claim (Ambac) shall be entitled to receive, in full consideration, satisfaction, release,

and exchange of such holder’s Allowed HTA 68 Bond Claim (Ambac), such holder’s Pro Rata

Share of the HTA 68 Bond Recovery.

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ARTICLE VII

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (ASSURED) (CLASS 3)

7.1 Treatment of HTA 68 Bond Claims (Assured): Subject to the terms and

provisions of Section 26.1 hereof, on the HTA Effective Date, each holder of an Allowed HTA

68 Bond Claim (Assured) shall be entitled to receive, in full consideration, satisfaction, release,

and exchange of such holder’s Allowed HTA 68 Bond Claim (Assured), such holder’s Pro Rata

Share of the HTA 68 Bond Recovery.

ARTICLE VIII

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (NATIONAL) (CLASS 4)

8.1 Treatment of HTA 68 Bond Claims (National): Subject to the terms and

provisions of Section 26.2 hereof, on the HTA Effective Date, each holder of an Allowed HTA

68 Bond Claim (National) shall be entitled to receive, in full consideration, satisfaction, release,

and exchange of such holder’s Allowed HTA 68 Bond Claim (National), such holder’s Pro Rata

Share of the HTA 68 Bond Recovery.

ARTICLE IX

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (CLASS 5)

9.1 Treatment of HTA 98 Senior Bond Claims: On the HTA Effective Date, each

holder of an Allowed HTA 98 Senior Bond Claims shall be entitled to receive, in full

consideration, satisfaction, release, and exchange of such holder’s Allowed HTA 98 Senior Bond

Claim, such holder’s Pro Rata Share of HTA 98 Bond Recovery.

ARTICLE X

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (AMBAC) (CLASS 6)

10.1 Treatment of HTA 98 Senior Bond Claims (Ambac): Subject to the terms and

provisions of Section 26.4 hereof, on the HTA Effective Date, each holder of an Allowed HTA

98 Senior Bond Claim (Ambac) shall be entitled to receive, in full consideration, satisfaction,

release, and exchange of such holder’s Allowed HTA 98 Senior Bond Claim (Ambac), such

holder’s Pro Rata Share of the HTA 98 Senior Bond Recovery.

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ARTICLE XI

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (ASSURED) (CLASS 7)

11.1 Treatment of HTA 98 Senior Bond Claims (Assured): Subject to the terms and

provisions of Section 26.1 hereof, on the HTA Effective Date, each holder of an Allowed HTA

98 Senior Bond Claim (Assured) shall be entitled to receive, in full consideration, satisfaction,

release, and exchange of such holder’s Allowed HTA 98 Senior Bond Claim (Assured), such

holder’s Pro Rata Share of the HTA 98 Senior Bond Recovery.

ARTICLE XII

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (FGIC) (CLASS 8)

12.1 Treatment of HTA 98 Senior Bond Claims (FGIC): Subject to the terms and

provision of Section 26.3 hereof, on the HTA Effective Date, each holder of an Allowed HTA 98

Senior Bond Claim (FGIC) shall be entitled to receive, in full consideration satisfaction, release,

and exchange of such holder’s Allowed HTA 98 Senior Bond Claim (FGIC), such holder’s Pro

Rata Share of the HTA 98 Senior Bond Recovery.

ARTICLE XIII

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (NATIONAL) (CLASS 9)

13.1 Treatment of HTA 98 Senior Bond Claims (National): Subject to the terms

and provisions of Section 26.2 hereof, on the HTA Effective Date, each holder of an Allowed

HTA 98 Senior Bond Claim (National) shall be entitled to receive, in full consideration,

satisfaction, release, and exchange of such holder’s Allowed HTA 98 Senior Bond Claim

(National), such holder’s Pro Rata Share of the HTA 98 Senior Bond Recovery.

ARTICLE XIV

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (CLASS 10)

14.1 Treatment of HTA 98 Sub Bond Claims: On the HTA Effective Date, each

holder of an Allowed HTA 98 Sub Bond Claim shall be entitled to receive, in full consideration,

satisfaction, release and exchange of such holder’s Allowed HTA 98 Sub Bond Claim, such

holder’s Pro Rata Share of the HTA 98 Sub Bond Recovery.

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ARTICLE XV

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (ASSURED) (CLASS 11)

15.1 Treatment of HTA 98 Sub Bond Claims (Assured): Subject to the terms and

provisions of Section 26.1 hereof, on the HTA Effective Date, each holder of an Allowed HTA

98 Sub Bond Claim (Assured) shall be entitled to receive, in full consideration, satisfaction,

release, and exchange of such holder’s Allowed HTA 98 Sub Bond Claim (Assured), such

holder’s Pro Rata Share of the HTA 98 Sub Bond Recovery.

ARTICLE XVI

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (FGIC) (CLASS 12)

16.1 Treatment of HTA 98 Sub Bond Claims (FGIC): Subject to the terms and

provisions of Section 26.3 hereof, on the HTA Effective Date, each holder of an Allowed HTA

98 Sub Bond Claim (FGIC) shall be entitled to receive, in full consideration, satisfaction, release,

and exchange of such holder’s Allowed HTA 98 Sub Bond Claim (FGIC), such holder’s Pro

Rata Share of the HTA 98 Sub Bond Recovery.

ARTICLE XVII

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (NATIONAL) (CLASS 13)

17.1 Treatment of HTA 98 Sub Bond Claims (National): Subject to the terms and

provisions of Section 26.2 hereof, on the HTA Effective Date, each holder of an Allowed HTA

98 Sub Bond Claim (National) shall (a) be entitled to receive, in full consideration, satisfaction,

release, and exchange of such holder’s Allowed HTA 98 Sub Bond Claim (National), such

holder’s Pro Rata Share of the HTA 98 Sub Bond Recovery, and (b) release any interest in or

Lien upon the SIB Account.

ARTICLE XVIII

PROVISIONS FOR TREATMENT OF HTA

MOSCOSO BOND CLAIMS (CLASS 14)

18.1 Treatment of HTA Moscoso Bond Claims: On the HTA Effective Date,

Allowed HTA Moscoso Bond Claims shall be deemed unimpaired, including, without limitation,

the curing of all monetary defaults, if any, with respect thereto and, on the HTA Effective Date,

each holder of an Allowed HTA Moscoso Bond Claim, in full consideration, satisfaction, release,

and exchange of such Allowed HTA Moscoso Bond Claim, shall be entitled to receive payments

of principal and interest in accordance with the terms and conditions of the HTA Moscoso

Bonds.

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ARTICLE XIX

PROVISIONS FOR TREATMENT EMINENT

DOMAIN/INVERSE CONDEMNATION CLAIMS (CLASS 15)

19.1 Treatment of Eminent Domain/Inverse Condemnation Claims: From and

after the HTA Effective Date, (a) to the extent not modified prior thereto, the automatic stay

extant pursuant to section 362 of the Bankruptcy Code and the discharge injunction pursuant to 

Section 41.3 hereof shall be deemed modified in order to permit the holder of an Eminent

Domain/Inverse Condemnation Claim to (i) liquidate such Eminent Domain/Inverse

Condemnation Claim in such holder’s Eminent Domain Proceeding and (ii) cause the Clerk of

the Court of First Instance to distribute to such holder the amount of monies on deposit with the

Court of First Instance with respect to the condemned property, and (b) subject to the entry of the

HTA Confirmation Order or the Findings of Fact and Conclusions of Law in respect of the HTA

Plan providing such claims must be paid in full to the extent they are Allowed Claims for just

compensation, upon each such order becoming a Final Order, and upon the occurrence of another

Final Order determining the validity and amount of just compensation attributable to an Eminent

Domain/Inverse Condemnation Claim, the holder of an Allowed Eminent Domain/Inverse

Condemnation Claim shall be entitled to receive, in full consideration, satisfaction, release, and

exchange of such holder’s unpaid balance of its Allowed Eminent Domain/Inverse

Condemnation Claim, in Cash, one hundred percent (100%) of such unpaid balance; provided,

however, that, in the event that the Oversight Board’s appeal of the Commonwealth

Confirmation Order and the Findings of Fact and Conclusions of Law entered with respect

thereto relating to the non-dischargeability of Eminent Domain/Inverse Condemnation Claims

against the Commonwealth is successful and such Commonwealth Confirmation Order is

reversed to such extent, and upon application of such ruling to the HTA Title III Case, the holder

of such unpaid balance of an Allowed Eminent Domain/Inverse Condemnation Claims shall be

entitled to receive, in full consideration, satisfaction, release and exchange therefor, payments

from HTA equal to, and on the same timeframe as, the payments to be made to holders of

Allowed HTA General Unsecured Claims pursuant to the terms and provisions of Sections 20.1,

20.2 and 20.3 hereof.

ARTICLE XX

PROVISIONS FOR TREATMENT OF HTA

GENERAL UNSECURED CLAIMS (CLASS 16)

20.1 Treatment of HTA General Unsecured Claims:

(a) Treatment of HTA General Unsecured Claims. Subject to the election set

forth in Section 20.1(b) hereof, on the HTA Effective Date, each holder of an Allowed HTA

General Unsecured Claim shall be entitled to receive, in full consideration, satisfaction, release,

and exchange of such holder’s Allowed HTA General Unsecured Claim, such holder’s Pro Rata

Share of the HTA GUC Recovery up to the GUC Recovery Cap.

(b) Election to be Treated as a Convenience Claim. Notwithstanding the

provisions of Section 20.1(a) of the HTA Plan, any holder of (i) an Allowed HTA General

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Unsecured Claim, other than a HTA General Unsecured Claim that is a component of a larger

General Unsecured Claim, portions of which may be held by such or any other holder of an

Allowed Claim, whose Allowed HTA General Unsecured Claim is more than Twenty Thousand

Dollars ($20,000.00), and who elects to reduce the amount of such Allowed HTA General

Unsecured Claim to Twenty Thousand Dollars ($20,000.00) and (ii) multiple Allowed HTA

General Unsecured Claims that are greater than Forty Thousand Dollars ($40,000.00) in the

aggregate, and who elects to reduce the aggregate amount of such Allowed HTA General

Unsecured Claims to Forty Thousand Dollars ($40.000.00) shall, at such holder’s option, be

entitled to receive, based on such Allowed HTA General Unsecured Claim as so reduced,

distributions pursuant to Section 23.1 hereof. Such election must be made on the Ballot and be

received by the Oversight Board on or prior to the Ballot Date. Any election made after the

Ballot Date shall not be binding upon HTA unless the Ballot Date is expressly waived, in

writing, by the Oversight Board; provided, however, that, under no circumstances may such

waiver by the Oversight Board occur on or after the HTA Effective Date.

20.2 Limitation on Recovery: Notwithstanding anything contained herein to the

contrary, in the event that distributions with respect to Allowed HTA General Unsecured Claims

from the HTA GUC Recovery equal the GUC Recovery Cap, without consideration of any net

recoveries by the Avoidance Actions Trust with respect to the Avoidance Actions, any funds

remaining in the GUC Reserve following attainment of the GUC Recovery Cap and distributions

made or reserved on account thereof shall be turned over to HTA for general purposes.

20.3 GUC Reserve: The GUC Reserve shall be funded as follows: (a) Twenty-Four

Million Dollars ($24,000,000.00) on the HTA Effective Date; and (b) Twenty-Four Million

Dollars ($24,000,000.00) on the first (1st) anniversary of the HTA Effective Date; provided,

however, that amounts necessary to satisfy Allowed Convenience Claims shall be deemed to

satisfy a portion of the amount to be deposited into the GUC Reserve and be funded directly to

the Disbursing Agent and not into the GUC Reserve; and, provided, further, that, in accordance

with the provisions of Section 20.2 hereof, in the event recoveries on account of Allowed HTA

General Unclaimed Claims from the HTA GUC Recovery equal the GUC Recovery Cap, (y) any

funds (other than any recoveries by the Avoidance Actions Trust with respect to the Avoidance

Actions) remaining in the GUC Reserve following attainment of the GUC Recovery Cap and

distributions made or reserved on account thereof shall be turned over to HTA for general

purposes, or (z) to the extent such GUC Recovery Cap is reached prior to a future funding

obligation, HTA shall be relieved of such future funding obligation.

ARTICLE XXI

PROVISIONS FOR TREATMENT OF

HTA/GDB CLAIMS (CLASS 17)

21.1 Treatment of HTA/GDB Claims: Pursuant to the terms and provisions of the

DRA Stipulation, Allowed HTA/GDB Claims shall not receive a distribution pursuant to the

HTA Plan and each holder of an Allowed HTA/GDB Claim shall be deemed to have accepted

the HTA Plan.

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ARTICLE XXII

PROVISIONS FOR TREATMENT OF

SECTION 510(b) SUBORDINATED CLAIMS (CLASS 18)

22.1 Treatment of Section 510(b) Subordinated Claims: Section 510(b)

Subordinated Claims shall not receive a distribution pursuant to the HTA Plan and each holder of

an Allowed Section 510(b) Subordinated Claim shall be deemed to have rejected the HTA Plan

with respect to such Section 510(b) Subordinated Claims.

ARTICLE XXIII

PROVISIONS FOR TREATMENT OF

CONVENIENCE CLAIMS (CLASS 19)

23.1 Treatment of Convenience Claims: On the later of the HTA Effective Date and

the date such Allowed Convenience Claim becomes an Allowed Claim, or as soon thereafter as is

practicable, the Disbursing Agent shall pay to each holder of an Allowed Convenience Claim, in

Cash, the full amount of such Allowed Convenience Claim, in full satisfaction, settlement,

release, and discharge of, and in exchange for such Allowed Convenience Claim.

ARTICLE XXIV

PROVISIONS FOR TREATMENT

OF FEDERAL CLAIMS (CLASS 20)

24.1 Treatment of Federal Claims: On the later to occur of (a) the HTA Effective

Date and (b) the date on which a Federal Claim shall become an Allowed Claim, Reorganized

HTA shall (i) in its sole and absolute discretion, and in full consideration, satisfaction, release

and exchange of an Allowed Federal Claim, (1) pay to each holder of an Allowed Federal Claim,

in Cash, the full amount of such Allowed Federal Claim, (2) satisfy and discharge such Allowed

Federal Claim in accordance with the terms and conditions of such documents evidencing such

Allowed Federal Claims, or (3) pay to each holder of an Allowed Federal Claim, in Cash, the full

amount of such Allowed Federal Claim in forty (40) equal amount installments, with such

payments commencing on the third (3rd) anniversary of the HTA Effective Date and continuing

on each anniversary thereafter, or (ii) satisfy and discharge such allowed Federal Claims on such

terms as Reorganized HTA and the holder of any such Allowed Federal Claim shall agree.

ARTICLE XXV

PROVISIONS REGARDING SECURED OBLIGATIONS

AND ADDITIONAL INDEBTEDNESS

25.1 Issuance and Distribution of the New HTA Bonds: On the HTA Effective

Date, Reorganized HTA shall issue the Secured Obligations, in minimum denominations of One

Dollar ($1.00) and increments of One Dollar ($1.00) thereafter, consisting of New HTA CIBs,

New HTA CABs, New HTA Convertible CABs, and Subordinated Indebtedness, as more

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particularly described herein and in the New HTA Bonds Indenture. The maturities, interest rates

and amortization schedules for the Secured Obligations are annexed hereto as Exhibits “D” and

“E”. All debt service on the Secured Obligations which is not paid when due, whether at or prior

to final scheduled maturity, shall remain due and outstanding until paid in full and shall be paid.

Interest shall accrue on such overdue debt service at the regular coupon rate (accretion rate for

CABs), compounding semiannually, until the applicable Secured Obligations are paid or satisfied

in full in accordance with their terms. Interest on the Secured Obligations shall be calculated on

a 30/360 basis. To the extent the Government Parties, each acting in its sole and absolute

discretion, determine to apply for ratings on the New HTA Bonds, the Government Parties shall

use their commercially reasonable best efforts to obtain ratings on the New HTA Bonds,

including promptly responding in good faith to documentary or other requests, as soon as

reasonably practicable as determined solely by the Government Parties. After the Government

Parties determine which rating agencies to apply for ratings from, the Government Parties shall

use their commercially reasonable best efforts to obtain the best possible ratings.

Notwithstanding anything contained in the HTA Plan to the contrary, to the extent that taxable

New HTA Bonds are issued, such New HTA Bonds shall be distributed pro rata to recipients of

New HTA Bonds.

(a) New HTA CIBs: Subject to any adjustments provided for herein, the

New HTA CIBs shall have the original principal amount, coupon, maturity date and taxable

status as follows: Six Hundred Million Dollars ($600,000,000.00), five percent (5.0%), July 1,

2062, and tax exempt. New HTA CIBs shall not carry any default rate of interest; provided,

however, that interest shall continue to accrete on all overdue debt service, at the regular

accretion rate, compounding semi-annually, until paid or satisfied in full in accordance with their

terms.

(b) New HTA CABs: Subject to any adjustments provided for herein, the

New HTA CABs shall have the original principal amount, accretion yield, maturity date and

taxable status as follows: Two Hundred Thirty-Seven Million Nine Hundred Fifty-Five Thousand

Eight Hundred Sixty-Eight Dollars and Thirteen Cents ($237,955,868.13), five percent (5.0%),

July 1, 2032, and tax-exempt. New HTA CABs shall not carry any default rate of interest;

provided, however, that the interest shall continue to accrete on all overdue debt service, at the

regular accretion rate, compounding semi-annually, until paid or satisfied in full in accordance

with their terms.

(c) New HTA Convertible CABs: Subject to any adjustments provided for

herein, the New HTA Convertible CABs shall have the original principal amount, accretion

yield, maturity date and taxable status as follows: Four Hundred Seven Million Forty-Four

Thousand Five Hundred Ninety-Seven Dollars and Fifty-Seven Cents ($407,044,597.57), five

percent (5.0%), July 1, 2053, a Conversion Date of July 1, 2032, and tax-exempt. New HTA

Convertible CABs shall not carry any default rate of interest; provided, however, that the interest

shall continue to accrete on all overdue debt service, at the regular accretion rate, compounding

semi-annually, until paid or satisfied in full in accordance with their terms.

(d) Subordinated Indebtedness: Subject to any adjustments provided

herein, the Subordinated Indebtedness shall have the original principal amount, coupon and

maturity date as follows: the outstanding principal amount of the Commonwealth Loan as of the

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HTA Effective Date, plus all accrued and unpaid interest on the Commonwealth Loan as of the

HTA Effective Date, two and one-half percent (2.5%), and July 1, 2052.

(e) Deemed Issuance Date: Notwithstanding the timing of the HTA

Effective Date, interest on the New HTA Bonds shall commence to accrue or accrete, as

applicable on the earlier to occur of (i) July 1, 2022, and (ii) the HTA Effective Date, which date

shall be designated as the “dated date” of the New HTA Bonds.

(f) Call Provisions/Optional Redemption: The New HTA Bonds shall be

callable, in whole or in part, in any order of maturity, at par plus accrued interest thereon, upon

thirty (30) day’s prior written notice as follows:

New HTA CIBs:

2062 CIBS: Callable at par on and after 7/1/32

New HTA CABs:

2032 CABS: Non-Callable

New HTA Convertible CABs:

2053 CCABS: Callable at par on and after 1/1/33

(g) Extraordinary Call Provisions: Notwithstanding the terms and

provisions of Section 25.1(d) hereof, from and after the HTA Effective Date and until the New

HTA Bonds have been satisfied in full in accordance with their terms, (i) upon a full disposition

of the Toll Facilities, the New HTA Bonds Trustee shall redeem the New HTA Bonds, at par,

plus accrued or accreted interest thereon, and (ii) upon a Partial Disposition, the New HTA

Bonds Trustee shall redeem, at par, plus accrued or accredited interest thereon, the allocable

portion of New HTA Bonds related to the Toll Facilities subject to such Partial Disposition;

provided, however, that, in the event that such redemption is for only a portion of the New HTA

Bonds, such redemption shall be done in a manner to preserve the prevailing tax-exempt status of

the New HTA Bonds. Reorganized HTA will not enter into a Partial Disposition unless there is

delivered to the New HTA Bonds Trustee a certificate of Reorganized HTA, and approved by the

traffic consultant, a certificate setting forth (i) the amount of Net Receipts, as defined in the New

HTA Bonds Indenture, that would have been collected in the most recently completed FY had

such Partial Disposition occurred prior to the first day of such FY, (ii) maximum annual debt

service on the Secured Obligations that will remain outstanding after such agreement becomes

effective in accordance with its terms, and (iii) the percentages derived by derived by dividing the

amount in clause (i) above by the amounts shown in clause (ii) above, which percentage shall not

be less than one hundred twenty percent (120%).

(h) Pledge of Trust Estate: From and after the HTA Effective Date, until the

Secured Obligations have been paid or satisfied in full in accordance with their terms, the New

HTA Bonds Trustee, on behalf of the holders of Secured Obligations, shall have a valid and

perfected first-priority lien on and first-priority security interest in the Trust Estate, subject only

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to (i) the terms and provisions of the New HTA Bonds Indenture establishing the Authority

Expense Fund and the Arbitrage Rebate Fund, and (ii) the senior lien and senior security interest

granted in the Trust Estate for the benefit of holders of New HTA Bonds, which shall in all

respects be senior and superior to the subordinate lien and subordinate security interest granted in

Trust Estate for the benefit of holders of Subordinated Indebtedness.

Monthly Deposits of Toll Receipts: On the first (1st (i) ) Business Day of

each calendar month, the New HTA Bonds Trustee shall withdraw the Toll Receipts from the

Toll Receipts Fund and transfer and apply such amounts in accordance with the terms and

provisions of the New HTA Bonds Indenture. Without in any way limiting the foregoing, on the

HTA Effective Date, Reorganized HTA shall deposit into the Toll Receipt Fund such additional

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

Issuance Date.

(j) Additional Covenants for New HTA Bonds: On the HTA Effective

Date, the New HTA Bonds Indenture will contain customary terms, conditions and covenants for

similarly structured and supported bonds, and such conditions and covenants shall be deemed

incorporated herein as though set forth in full.

(k) Rights of Acceleration: The New HTA Bonds shall not have rights of

acceleration.

(l) Non-Impairment Covenant: Pursuant to the New HTA Bonds Indenture,

and/or the HTA Confirmation Order, Reorganized HTA shall covenant, pledge to, and agree, for

the benefit of all initial and subsequent holders of New HTA Bonds, (i) to enforce the covenant of

the Commonwealth set forth in § 2019 of the HTA Enabling Act that the Commonwealth will not

limit or restrict the rights or power vested in HTA or Reorganized HTA, as the case may be,

under the HTA Enabling Act until all New HTA Bonds, together with all interest thereon, are

fully met and discharged and (ii) to take no action that would (A) impair the first-priority lien on

and first-priority security interest in the Trust Estate, (B) impair the senior lien and senior

security interest on the Trust Estate granted to the holders of New HTA Bonds, which shall in all

respects be senior and superior to the subordinate lien and subordinate security interest on the

Trust Estate granted to the holders of outstanding Subordinated Indebtedness, (C) impair or

prevent the monthly deposits of Toll Receipts as set forth in subsection (i) of this Section 25.1,

(D) limit or alter the rights vested in Reorganized HTA in accordance with the HTA Plan and the

HTA Confirmation Order to fulfill the terms of any agreements with the holders of the New HTA

Bonds or, (E) impair the rights and remedies of the New HTA Bonds Trustee or holders of the

New HTA Bonds under the New HTA Bonds Indenture, including, without limitation, the

defaults and remedies thereunder.

(m) Automatic Perfection of Lien on Trust Estate: The first-priority lien on

the Trust Estate established pursuant to the New HTA Bonds Indenture shall be deemed

automatically perfected as of the HTA Effective Date.

(n) Direct Right of Action: Pursuant to the New HTA Bonds Indenture, and

subject to such additional rights as provided therein, the New HTA Bonds Trustee shall have a

direct right of action to enforce the terms of the New HTA Bonds Indenture, including, without

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limitation, with respect to funding deposits made in accordance therewith and seeking specific

performance and other available remedies for any breach of covenants in the New HTA Bonds

Indenture.

(o) HTA Fiscal Plans: HTA Fiscal Plans certified on or after the HTA

Effective Date shall provide for the measures necessary to service the obligations contemplated

pursuant to this HTA Plan, the New HTA Bonds, and the New HTA Bonds Indenture.

(p) Stamp or Legend: The New HTA Bonds shall bear a stamp or similar

legend stating that the United States District Court for the District of Puerto Rico has determined

that such New HTA Bonds are valid, legally binding and enforceable pursuant to the HTA

Confirmation Order.

(q) Retention of Jurisdiction: The Title III Court shall retain jurisdiction to

enforce the HTA Plan, the New HTA Bonds, and the New HTA Bonds Indenture, including,

without limitation, the Toll Rate Covenant, or, in the event the Title III Court declines such

retention of jurisdiction or the HTA Title III Case has been closed in accordance with the terms

and provisions of PROMESA, the United States District Court for the District of Puerto Rico is

hereby designated to enforce this HTA Plan, the New HTA Bonds and the New HTA Bonds

Indenture, including, without limitation, the Toll Rate Covenant.

(r) Governing Law: The New HTA Bonds Indenture and the New HTA

Bonds issued thereunder shall be governed by the laws of the State of New York, without giving

effect to principles of conflicts of law; provided, however, that, notwithstanding the application

of the laws of the State of New York to govern the New HTA Bonds Indenture and the New

HTA Bonds, the authorization regarding the issuance of the New HTA Bonds is provided by the

laws of the Commonwealth.

25.2 Tax-Exempt Treatment of the New HTA Bonds: In the event that the

Government Parties obtain a determination from the IRS or an opinion from Section 103 Bond

Counsel (collectively, a “Determination”) that all of the New HTA Bonds to be issued on the

HTA Effective Date are tax-exempt, the holders of any Claims receiving New HTA Bonds

pursuant to the HTA Plan shall receive the benefit of such Determination in the form of

tax-exempt New HTA Bonds issued pursuant to the HTA Plan with coupons for all maturities

equal to the coupons on the tax-exempt New HTA Bonds set forth on Exhibit “D” hereto;

provided, however, that, in the event that the Determination is obtained subsequent to the HTA

Effective Date, then the holders of the taxable New HTA Bonds affected by such Determination

(the “Invited Bonds”) shall be invited to exchange such bonds for converted bonds (the

“Exchange Offer”) and, subject to the application of all reasonable expenses incurred by the

Government Parties in connection with such Exchange Offer, the interest rate on the converted

bonds shall be the same as the interest on Invited Bonds of the same type, interest rate, series and

maturity; and, provided, further, that, such converted bonds shall be accompanied by the

favorable opinion of Section 103 Bond Counsel that the interest, other than pre-issuance accrued

interest, on such converted bonds, and on the Invited Bonds exchanged for such converted bonds

from the original date of delivery of such Invited Bonds so exchanged, is, in such counsel’s

opinion, excluded from gross income for federal income tax purposes and from U.S., state,

Commonwealth and local income taxation; and, provided, further, that, in the event that neither

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of the foregoing determinations are obtained, the covenants to seek such determinations shall

terminate upon the earlier to occur of (1) June 15, 2022, (2) notification by the IRS to the

Commonwealth that IRS is unable to issue a favorable private letter ruling, closing agreement or

other type of IRS determination with respect to the matters addressed by this subsection, and (3)

the amendment of the New HTA Bonds Indenture following receipt of a favorable determination

and consummation of an Exchange Offer.

25.3 Adoption and Maintenance of a Debt Management Policy: During the Debt

Policy Period, Reorganized HTA shall maintain and comply with a Debt Management Policy

designed to ensure that certain past Debt issuance practices of HTA are not repeated. While

Reorganized HTA may revise and update its Debt Management Policy to reflect changing bond

market conditions and standards, the Debt Management Policy shall, unless otherwise approved,

in writing, by the Oversight Board, at all times include the following principles and limitations:

(a) Long-Term Borrowing for Capital Improvements Only: To ensure

Reorganized HTA achieves and maintains a structurally balanced budget consistent with

PROMESA’s requirement that Puerto Rico return to fiscal responsibility, Debt issued by HTA

after the HTA Effective Date may only be incurred to finance Capital Improvements, as

determined by HTA and approved by AAFAF, and, to the extent not terminated, the Oversight

Board, or to refinance Debt in accordance with the terms and provisions of Section 25.3(d)

hereof. Proceeds derived from any such issuance may be used to cover any and all direct and

indirect expenses that, in HTA’s reasonable discretion, are necessary to carry out such Capital

Improvements, including, without limitation, any and all expenses incurred in connection with

the issuance itself.

(b) 30-Year Maturity Limitation on All Borrowings: No Debt issued by

HTA after the HTA Effective Date may have a legal final maturity later than thirty (30) years

from the date of its original issuance, and no such Debt may be refinanced by any Debt extending

such legal final maturity date beyond such original thirty (30)-year maturity date limitation;

provided, however, that, the foregoing shall not apply to Debt issued to refinance New HTA

Bonds.

(c) Required Principal Amortization: No Debt issued from and after the

HTA Effective Date may be issued unless its principal commences to amortize within two (2)

years from the placed-in-service date of the project being financed, and continues amortizing in

each and every year until such Debt is no longer outstanding.

(d) Refinancings Permitted only for Cash Flow Savings in Every Fiscal 

Year: Refinancings of Debt are permitted only if (i) there is no increase in the amount of bond

principal and interest payable in any fiscal year and (ii) such refinancing produces positive

present value savings, after taking into consideration transaction expenses, at the levels specified

by Reorganized HTA in its Debt Management Policy; provided, however, that, refinancings

without cash flow savings in every FY are permitted if the refinancing is completed in direct

response to a hurricane, earthquake, pandemic, terrorism or other natural disaster and similar

emergencies and the debt service due in any future FY does not increase by more than ten percent

(10%) and the financing is required by its terms to be repaid in full within ten (10) years.

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(e) Fiscal Plan Debt Service: Any post-HTA Effective Date HTA Fiscal Plan

shall include provisions for the payment, in each FY of principal and interest (and/or accreted

value, as applicable) with respect to the Secured Obligations, including, without limitation,

sinking fund payments due in such FY.

Notwithstanding the foregoing, nothing contained herein shall prohibit Reorganized HTA from

adopting, maintaining and complying with a Debt Management Policy that is more restrictive

than the requirements set forth above. The Debt Management Policy shall be in addition to any

other limitations imposed by law and nothing contained herein shall be construed as superseding,

amending, or repealing any additional restrictions imposed by the Commonwealth Constitution.

ARTICLE XXVI

PROVISIONS REGARDING ASSURED INSURED BONDS, NATIONAL

INSURED BONDS, AMBAC INSURED BONDS AND FGIC INSURED BONDS

26.1 Treatment of Assured Insured Bond Claims: In the event that Classes 3, 7, and

11 vote to accept the HTA Plan in accordance with the provisions of section 1126 of the

Bankruptcy Code, and all Assured Insurance Policies and related agreements relating to Assured

Insured Bonds are in full force or effect, or have otherwise been fully performed by Assured,

with no outstanding payment defaults by Assured with respect to such Assured Insured Bonds up

to and including the HTA Effective Date, then, notwithstanding any other provision of the HTA

Plan, holders of Assured Insured Bond Claims shall receive the following treatments, which

treatments shall be selected by Assured, in its sole and absolute discretion, prior to the

commencement of the Disclosure Statement Hearing and as set forth in the Assured Election

Notice or the Assured Bondholder Elections Form, as applicable:

(a) Assured Election: With respect to the Assured Insured Bonds identified

on Exhibit “A” to the Assured Election Notice, subject to the rights of the HTA Fiscal Agent,

Assured shall receive the Assured Plan Consideration allocable to holders of such Assured

Insured Bonds, and such Assured Insured Bonds selected by Assured shall be paid by Assured, in

full, on the HTA Effective Date, at an Assured Acceleration Price equal to the outstanding

principal amount of such Assured Insured Bonds, plus the accrued and unpaid interest thereon

(or, in the case of any capital appreciation bonds, the compounded amount thereof) as of the date

of payment in accordance with the Assured Insurance Policies insuring the relevant Assured

Insured Bonds; provided, however, that, for the avoidance of doubt, Assured shall not be

required to pay itself any Assured Acceleration Price with respect to any Assured Insured Bonds

owned by Assured, by subrogation or otherwise, and Assured shall receive the Assured Plan

Consideration on account of such Assured Insured Bonds owned by Assured. Payment of the

applicable Assured Acceleration Price with respect to any Assured Insured Bond, including in

accordance with the Assured Election, shall satisfy and discharge all of Assured’s obligations

under the Assured Insurance Policies with respect to such Assured Insured Bond.

(b) Assured Insured Bondholder Elections: Each beneficial holder of an

Assured Insured Bond identified on Exhibit “A” to the Assured Bondholder Elections Form may

elect one of the following two Assured Bondholder Elections, in each case on terms acceptable to

Assured; provided, however, that, in the event that an Assured Insured Bondholder eligible to

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make an Assured Bondholder Election fails to make such an Assured Bondholder Election, such

Assured Insured Bondholder shall be deemed to have elected Assured Bondholder Election 2;

and, provided, further, that, for the avoidance of doubt, Assured Insured Bonds owned by

Assured (by subrogation or otherwise) shall not be subject to the Assured Bondholder Elections

set forth in this Section 26.1(b), and Assured shall receive the Assured Plan Consideration on

account of such Assured Insured Bonds:

(i) Assured Bondholder Election 1: Each Assured Insured

Bondholder who elects Assured Bondholder Election 1 shall receive from Assured the applicable

Assured Acceleration Price on the HTA Effective Date, in full satisfaction and discharge of

Assured’s obligations with respect to such holder under the applicable Assured Insurance

Policies, and Assured shall receive the Assured Plan Consideration allocable to such holder

under the HTA Plan; or

(ii) Assured Bondholder Election 2: Each Assured Insured

Bondholder who elects Assured Bondholder Election 2 will opt into a custodial trust, escrow

arrangement, or similar structure established by Assured that will provide such Assured Insured

Bondholder with an interest in (A) the applicable Assured Insurance Policy and (B) the

applicable Assured Plan Consideration in accordance with terms acceptable to Assured. The

interests granted in a custodial trust, escrow arrangement, or similar structure established in

connection with Assured Bondholder Election 2 must be DTC eligible.

Pursuant to the terms and provisions of Section 26.1(c) hereof, 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. Without limiting the foregoing, pursuant to the

applicable Assured Insurance Policies, (A) Assured may elect, in its sole and absolute discretion,

to make any principal payment, in whole or in part, on any date on which such principal payment

is due by reason of acceleration or other advancement of maturity, and (B) in the case of any

Assured Insured Bonds the holders of which have elected (or are deemed to have elected)

Assured Bondholder Election 2, Assured will retain the right to pay the Assured Acceleration

Price and fully satisfy its obligations with respect to such bonds and the applicable Assured

Insurance Policies at any time after the HTA Effective Date upon thirty (30) days’ prior written

notice to the relevant holders. Assured’s retention of this right will be reflected in the applicable

custodial trust or escrow documentation. From and after payment of the Assured Acceleration

Price, including without limitation, on (i) the HTA Effective Date or (ii) such other date of

payment selected by Assured, with thirty (30) days’ prior written notice, interest on such Assured

Insured Bonds shall cease to accrue and be payable. Payment of the applicable Assured

Acceleration Price with respect to any Assured Insured Bond in accordance with any of the

provisions above, including, without limitation, on the HTA Effective Date, shall satisfy and

discharge all of Assured’s obligations under the Assured Insurance Policies with respect to such

Assured Insured Bond.

(c) Acceleration of Assured Insured Bonds: Notwithstanding any other

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

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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.

(d) Assignment of Redemption Rights: Notwithstanding any other

provision of the HTA Plan, on the HTA Effective Date, HTA shall be deemed to have assigned

to Assured any rights to redeem and call the Assured Insured Bonds and any related rights such

that such rights may be exercised directly and exclusively by Assured as if it were HTA for such

purpose, and any amounts due in connection with such redemption shall be equal to the lesser of

the applicable redemption price and the Assured Acceleration Price.

(e) Entitlement to Vote: Subject to the terms and provisions of the

Disclosure Statement Order, the solicitation of acceptances and rejections to the HTA Plan by

holders of Assured Insured Bond Claims shall be made by the Oversight Board to Assured in

accordance with the provisions of Section 301(c)(3) of PROMESA

(f) Dual-Insured Bonds: In the event any distributions of Cash are made to

owners of Dual-Insured Bonds (rather than to Assured as the holder of the related HTA 98 Senior

Bond Claims) pursuant to decretal paragraph 52 of the Commonwealth Confirmation Order, such

Cash distributions shall be deemed to have reduced the principal amounts of such Dual-Insured

Bonds as of the date of such Cash distributions and to have resulted in a corresponding reduction

in FGIC’s obligations under the applicable FGIC Insurance Policies and Assured’s obligations

under the applicable Assured Insurance Policies. In the event any distributions of Cash are made

on account of Dual-Insured Bonds to Assured as the holder of the related HTA 98 Senior Bond

Claims pursuant to decretal paragraph 52 of the Commonwealth Confirmation Order, such Cash

distributions shall be deemed to have reduced the principal amounts of such Dual-Insured Bonds

as of the date of such Cash distributions and to have resulted in a corresponding reduction in

FGIC’s obligations under the applicable FGIC Insurance Policies, but shall be deemed not to

have reduced (i) Assured’s obligations under the applicable Assured Insurance Policies or (ii) the

principal amount of any custody receipt evidencing a beneficial interest in such Dual-Insured

Bonds and related Assured Insurance Policies.

26.2 Treatment of National Insured Bond Claims: In the event that Classes 4, 9 and

13 vote to accept the HTA Plan in accordance with section 1126 of the Bankruptcy Code, and all

National Insurance Policies and related agreements related to National Insured Bonds are in full

force and effect, or have otherwise been fully performed by National, with no outstanding

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

the HTA Effective Date, then, notwithstanding any other provision of the HTA Plan, on the HTA

Effective Date, holders of Allowed National Insured Bond Claims shall receive the following

treatments, which treatments shall be selected by National, in its sole and absolute discretion, at

or prior to the commencement of the Disclosure Statement Hearing and be set forth on the

National Bondholder Election Form or the National Election Notice, as applicable; provided,

however, that, for the avoidance of doubt, National Insured Bonds owned or held by National (by

subrogation or otherwise) shall not be subject to the treatment elections set forth in this Section

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26.2 and, subject to the rights of the HTA Fiscal Agent, National shall receive the National Plan

Consideration on account of such bonds; and, provided, further, that, subject to providing holders

of Allowed National Insured Bond Claims with the treatment or elections set forth in this Section

26.2 and satisfying all such treatment or elections, 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 all applicable laws and regulations;

and, provided, further, that any calculations and/or payments to be made to a holder based on, or

in relation to, such holder’s Allowed National Insured Bond Claim pursuant to the options set

forth in this Section 26.2 will take into account any payments of principal and/or accrued interest

already made to such holder by National pursuant to the terms of the relevant National Insurance

Policies, and such holder shall not be compensated for any amounts already paid to such holder

pursuant to the terms of the relevant National Insurance Policies:

(a) National Commutation Treatment of HTA 68 Bond Claims (National) 

and HTA 98 Senior Bond Claims (National): Each holder of an Allowed HTA 68 Bond Claim

(National) or Allowed HTA 98 Senior Bond Claim (National) shall have the option to elect on

the National Bondholder Election Form to receive, on the HTA Effective Date, the National

Commutation Consideration, distributable by or at the direction of National, and, if elected, (i)

the holder thereof shall have no other or further rights under or with respect to the applicable

National Insurance Policy or any National Trust or National Escrow Account, (ii) the holder

thereof shall not receive any payments from National under the National Insurance Policies on

account of accrued and unpaid interest on and after, or, in the case of any capital appreciation

bonds, the accreted value on and after, the Deemed Issuance Date, and to the extent any accrued

or accreted interest is paid to such holder by National after such date, such amount shall be

credited against the Cash such holder, their successors, transferees or assigns are otherwise

entitled to receive as National Commutation Consideration, and (iii) National shall receive the

National Plan Consideration distributable on account of the applicable Allowed National Insured

Bond Claim. The National Insured Bonds of a holder that timely and validly elects to receive the

National Commutation Treatment or makes an improper election as described in Section 26.2(g)

hereof, shall be deemed cancelled on the HTA Effective Date, and National’s obligations under

the applicable National Insurance Policies shall be fully and finally satisfied, released, and

discharged.

(b) National Non-Commutation Treatment of HTA 68 Bond Claims 

(National) and HTA 98 Senior Bond Claims (National): In the event that a holder of an

Allowed HTA 68 Bond Claim (National) or Allowed HTA 98 Senior Bond Claim (National)

timely and validly elects on the National Bondholder Election Form to receive the National

Non-Commutation Treatment in accordance with the provisions of Sections 26.2(b) and (g)

hereof, (i) National shall receive the National Plan Consideration distributable on account of the

applicable Allowed National Insured Bond Claim, and (ii) such holder shall receive one or more

of the following treatments, at National’s election, which election shall be exercised by National

at or prior to the commencement of the Disclosure Statement Hearing, and as detailed in the

applicable National Bondholder Election Form:

(i) Custodial Trusts: Such holder of an Allowed HTA 68 Bond

Claim (National) or Allowed HTA 98 Senior Bond Claim (National) shall (A) deposit, or be

deemed to have deposited, among other things, such holder’s Pro Rata Share of the National

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Trust Consideration, the National Insured Bonds allocable to such electing holder, and the related

National Insurance Policies into the applicable National Trust, (B) be deemed to have received its

Pro Rata Share of the National Trust Consideration and National Certificates in consideration

therefor, and (C) have no recourse to National or the National Insurance Policies other than as

provided for under the terms of the National Trust.

(ii) Escrow: Such holder of an Allowed HTA 68 Bond Claim

(National) or Allowed HTA 98 Senior Bond Claim (National) shall deposit, or be deemed to

have deposited, among other things, such holder’s Pro Rata Share of the National Escrow

Consideration in the National Escrow Account and such deposited National Escrow

Consideration shall be held as security for National’s obligations to the holders of the National

Insured Bonds whose National Escrow Consideration was deposited in the National Escrow

Account under the National Insurance Policies.

(iii) Payment of Accelerated Amounts: National shall receive the

National Plan Consideration that would be otherwise allocable to such holder of an Allowed

HTA 68 Bond Claim (National) or Allowed HTA 98 Senior Bond Claim (National) and National

shall fully and completely discharge its obligation to such holder of an Allowed National Insured

Bond Claim by paying on the HTA Effective Date, in Cash, the amount thereof at the National

Acceleration Price as of the date of payment.

(iv) Alternative Treatment: The Oversight Board and National

reserve the right to formulate an alternative election or implementation option with respect to the

National Insured Bonds that is mutually acceptable to the Oversight Board and National, each in

their respective sole discretion; provided, however, that any such alternative election or

implementation option must be proposed, in writing, prior to the commencement of the

Disclosure Statement Hearing.

Notwithstanding the foregoing, and for the avoidance of doubt, National may make different

elections, with respect to different CUSIPs and different holders of National Insured Bonds.

(c) Acceleration of National Insured Bonds: Notwithstanding any other

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

National with respect to National Insured Bonds up to and including the HTA Effective Date, the

payment of the principal of the National Insured Bonds shall be accelerated as of the HTA

Effective Date, and such National Insured Bonds shall be due and payable from and after the

HTA Effective Date at the National Acceleration Price of one hundred percent (100%) of the

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

bonds, the compounded amount thereof) to the date of payment. National shall have the right to

pay the National Acceleration Price with respect to the National Insured Bonds at any time, and

the holder of the National Insured Bonds and the trustee or fiscal agent (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 payment, 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

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

payment(s) on an accelerated basis.

(d) Treatment of HTA 98 Sub Bond Claims (National): On the HTA

Effective Date, or as soon as reasonably practicable thereafter, but in no event later than the tenth

(10th) Business Day following the HTA Effective Date, each holder of an Allowed HTA 98 Sub

Bond Claim (National) shall receive Cash in an amount equal to the National Acceleration Price,

in full and final satisfaction, release, and discharge of National’s obligations under the applicable

National Insurance Policy, and National shall receive the National Plan Consideration that would

be otherwise distributable to such holder, its successors, transferees, or assigns on account of its

HTA 98 Sub Bond Claim (National).

(e) Assignment of Redemption Rights: Notwithstanding any other

provision of the HTA Plan, to the extent permitted pursuant to applicable definitive documents

and not inconsistent with the rights provided in accordance with the applicable National

Insurance Policy, on the HTA Effective Date, HTA shall be deemed to have assigned to National

any and all rights to redeem and call the National Insured Bonds and any related rights such that

such rights may be exercised directly and exclusively by National as if it were HTA for such

purpose. Any amounts due in connection with any such redemption shall be equal to the lesser of

the applicable redemption price and the National Acceleration Price.

(f) Entitlement to Vote: Subject to the terms and provisions of the

Disclosure Statement Order, (a) the solicitation of acceptances and rejections to the HTA Plan by

holders of National Insured Bond Claims shall be made by the Oversight Board to National in

accordance with the provisions of Section 301(c)(3) of PROMESA, applicable law and

governing documents, and (b) the election to choose between the National Commutation

Treatment as set forth in Section 26.2(a) hereof and the National Non-Commutation Treatment as

set forth in Section 26.2(b) hereof shall be made by the beneficial holders of the applicable

National Insured Bonds on the applicable National Bondholder Election Form; provided,

however, that the form of the National Non-Commutation Treatment shall be selected by

National in accordance with Section 26.2(b) hereof.

(g) Improper Election: If a holder of an Allowed HTA 68 Bond Claim

(National) or Allowed HTA 98 Senior Bond Claim (National) (1) fails to timely and validly elect

the National Non-Commutation Treatment pursuant to Section 26.2(b) hereof, or (2) submits an

election for less than all of its National Insured Bond Claims in a particular class (in which case,

such election shall be void and of no force or effect), such holder shall be deemed to have elected

to receive the National Commutation Treatment set forth in Section 26.2(a) hereof with respect

to such National Insured Bond Claims, to commute the applicable National Insurance Policies, to

release and discharge National’s obligations under such National Insurance Policies, and to

receive distributions in accordance with Section 26.2(a) hereof. In addition, the National Insured

Bonds of a holder of an Allowed HTA 68 Bond Claim (National) or Allowed HTA 98 Senior

Bond Claim (National) that does not validly elect to receive the National Non-Commutation

Treatment pursuant to clauses (1) or (2) above shall be deemed cancelled on the HTA Effective

Date, and National’s obligations under the applicable National Insurance Policies shall be fully

and finally satisfied, released, and discharged.

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26.3 Treatment of FGIC Insured Bond Claims: In the event that Classes 8 and 12

vote to accept the HTA Plan in accordance with the provisions of section 1126 of the Bankruptcy

Code, and all FGIC Insurance Policies and related agreements relating to FGIC Insured Bonds

are in full force and effect, as may have been modified pursuant to the FGIC Rehabilitation Plan,

then, notwithstanding any other provision of the HTA Plan, on the HTA Effective Date, holders

of FGIC Insured Bond Claims shall receive the following treatments:

(a) FGIC Insured Bond Claims Treatment: Each holder of an Allowed

FGIC Insured Bond Claim (except as provided in Section 26.3(b) hereof) shall (A) deposit, or be

deemed to have deposited, among other things, such holder’s Pro Rata Share of the FGIC Plan

Consideration, its proportionate share of the CW/HTA Clawback Recovery, and the FGIC

Insured Bonds and related FGIC Insurance Policies allocable to such holder into the applicable

FGIC Trust, and (B) be deemed to have received its Pro Rata Share of the FGIC Plan

Consideration and FGIC Certificates in consideration therefor. All rights and remedies under

and in accordance with FGIC Insured Bonds deposited into a FGIC Trust and the applicable

related legislative bond resolutions (other than with respect to the payment obligations of the

Commonwealth or its instrumentalities) and the applicable FGIC Insurance Policies (solely as

they apply and relate to such FGIC Insured Bonds) shall be preserved and remain in full force

and effect solely to the extent necessary to preserve any claims relating to such FGIC Insured

Bonds under the applicable FGIC Insurance Policy. For the avoidance of doubt, each distribution

of cash made by a FGIC Trust to the holders of interests therein shall automatically and

simultaneously reduce on a dollar-for-dollar basis the outstanding principal amount of the FGIC

Insured Bonds held in such FGIC Trust and shall result in a corresponding reduction in FGIC’s

obligations under the applicable FGIC Insurance Policies.

(b) FGIC Insured Bond Claims Owned By FGIC: With respect to all

Allowed FGIC Insured Bond Claims owned by FGIC, on the HTA Effective Date, and subject to

the rights of the HTA Fiscal Agent, FGIC shall be entitled to receive, in full consideration,

satisfaction, release and exchange of such Allowed FGIC Insured Bond Claims, its Pro Rata

Share of the FGIC Plan Consideration allocable to such Allowed FGIC Insured Bond Claims.

(c) Dual-Insured Bonds: FGIC Certificates allocable to holders of

Dual-Insured Bonds shall be distributed in accordance with the terms and provisions of Section

26.1 hereof.

(d) Acceleration of FGIC Insured Bonds: Notwithstanding any other

provision of the HTA Plan 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.

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(e) Assignment of Redemption Rights: Notwithstanding any other

provision of the HTA Plan, to the extent permitted pursuant to applicable definitive insurance

documents and the applicable FGIC Insurance Policy, on the HTA Effective Date, HTA shall be

deemed to have assigned to FGIC any and all rights to redeem and call the FGIC Insured Bonds

and any related rights such that such rights may be exercised directly and exclusively by FGIC as

if it were HTA for such purpose.

(f) Entitlement to Vote: Subject to the terms and provisions of the

Disclosure Statement Order, the solicitation of acceptances and rejections to the HTA Plan by

holders of FGIC Insured Bond Claims shall be made by the Oversight Board to FGIC in

accordance with the provisions of Section 301(c)(3) of PROMESA, applicable law and

governing insurance and other documents.

26.4 Treatment of Ambac Insured Bond Claims: In the event that Classes 2 and 6

vote to accept the HTA Plan in accordance with section 1126 of the Bankruptcy Code, and all

Ambac Insurance Policies and related agreements related to Ambac Insured Bonds are in full

force and effect, with no outstanding payments defaults by Ambac with respect to such Ambac

Insured Bonds up to and including the HTA Effective Date, then, notwithstanding any other

provision of the HTA Plan, on the HTA Effective Date, holders of Ambac Insured Bond Claims

shall receive the following treatment, as provided in the Ambac Election Notice and to the extent

offered by Ambac, in its sole and absolute discretion, at or prior to the commencement of the

Disclosure Statement Hearing; provided, however, that, notwithstanding the following, Ambac

may make different elections with respect to different CUSIPs and different Ambac Insured

Bonds:

(a) Treatment of HTA 68 Bond Claims (Ambac): On the HTA Effective

Date, or as soon as reasonably practicable thereafter, but in no event later than the tenth (10th) day

following the HTA Effective Date, each holder of an Allowed HTA 68 Bond Claim (Ambac)

shall receive Cash in the amount equal to the Ambac Acceleration Price, in full and final

satisfaction, release, and discharge of Ambac’s obligations under the applicable Ambac Insurance

Policy, and, subject to the rights of the HTA Fiscal Agent, Ambac shall receive the Ambac Plan

Consideration that would be otherwise allocable to such holder, its successors, transferees or

assigns on account of its HTA 68 Bond Claims (Ambac). For the avoidance of doubt, the Ambac

Acceleration Price will include accrued and unpaid interest as of the date of payment.

(b) Treatment of HTA 98 Senior Bond Claims (Ambac): On the HTA

Effective Date, or as soon as reasonably practicable thereafter, but in no event later than the tenth

(10th) day following the HTA Effective Date, each holder of an Allowed HTA 98 Senior Bond

Claim (Ambac) shall receive one of the following treatments:

(i) Allowed HTA 98 Senior Bond Claim (Ambac) Commutation 

Treatment: To the extent offered by Ambac, in its sole and absolute discretion, each holder of

an Allowed HTA 98 Senior Bond Claim (Ambac) shall have the option to elect on the Ambac

Bondholder Election Forms, to receive, on the HTA Effective Date, the Ambac Commutation

Consideration, distributable by or at the direction of Ambac, and, if elected, (i) such beneficial

holder shall have no other or further rights under or with respect to the applicable Ambac

Insurance Policy or any Ambac Trust(s), and (ii) subject to the rights of the HTA Fiscal Agent,

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Ambac shall receive the Ambac Plan Consideration that otherwise would be allocable or

distributable to such holder. The Ambac Insured HTA 98 Senior Bonds of a holder that validly

elects to receive the Allowed HTA 98 Senior Bond Claim (Ambac) Commutation Treatment, or

makes an improper election as described in Section 26.4(f) hereof, shall be deemed to have had,

on or after the HTA Effective Date, its Ambac Insured HTA 98 Senior Bonds cancelled, and

Ambac’s obligations under the applicable Ambac Insurance Policy shall be fully and finally

satisfied, released, and discharged.

(ii) Allowed HTA 98 Senior Bond Claim (Ambac) 

Non-Commutation Treatment: In the event that a holder of an Allowed HTA 98 Senior Bond

Claim (Ambac) timely and validly elects on the Ambac Bondholder Election Form, to receive the

Allowed HTA 98 Senior Bond Claim (Ambac) Non-Commutation Treatment, such holder of an

Allowed Ambac Insured Bond Claim shall receive one or more of the following treatments

offered by Ambac, in its sole and absolute discretion, and as detailed in the applicable Ambac

Bondholder Election Form:

(1) Custodial Trusts:

(i) Such holder of an Allowed HTA 98 Senior Insured Bond Claim

(Ambac) shall deposit, or be deemed to have deposited, into the applicable Ambac Trust(s), (A)

such holder’s Ambac Insured Bonds with respect to which the election has been made and the

related Ambac Insurance Policies, (B) such holder’s Pro Rata Share of the Ambac Plan

Consideration, consisting of (1) Cash, (2) the CW/HTA Clawback Recovery, consisting of the

HTA Clawback CVIs and all payments on or collections in respect of such HTA Clawback CVIs,

and (3) the New HTA Bonds, and (C) shall be deemed to have received Ambac Certificates in

consideration therefor; such holders shall have no recourse to Ambac or the applicable Ambac

Insurance Policies other than as provided for under the terms of the Ambac Trust(s). In the event

the interim distribution amounts provided for in decretal paragraph 52 of the Commonwealth

Confirmation Order have been distributed directly to holders of Ambac Insured Bonds prior to

the HTA Effective Date, thereby reducing the principal amount of such Ambac Insured HTA 98

Senior Bonds, such interim cash distributions need not be deposited into the Ambac Trust(s).

(ii) The terms of the Ambac Trust(s) shall be set forth in a trust

agreement or trust agreements which shall be filed as part of the Plan Supplement, but shall

include the following terms, without limitation: (A) Ambac shall not insure any payments on the

Ambac Certificates, shall not be required to pay any default or other interest amounts with

respect to the Ambac Insured Bonds, and is only required to pay its obligations under the

applicable Ambac Insurance Policy as provided therein and in the agreement HTA 98 Senior

governing the Ambac Trust(s); (B) Ambac shall be deemed the sole holder of the Ambac Insured

HTA 98 Senior Bonds in the Ambac Trust(s) with respect to voting, amendment, acceleration,

events of default, and election and direction of rights and remedies, including, without limitation,

in connection with insolvency proceedings during the period that there are no outstanding

payment defaults by Ambac under the applicable Ambac Insurance Policies; and (C) the

agreement governing the Ambac Trust(s) will provide, among other things, that (1) all rights of a

holder of Ambac HTA 98 Senior Insured Bonds held by the Ambac Trust(s) (whether as to

amendments and consents, direction of remedies or otherwise) shall be exercisable solely by

Ambac and no holder of the Ambac Certificates shall be entitled to any right with respect to the

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Ambac Insured HTA 98 Senior Bonds (other than as otherwise described in the Ambac Trust(s)),

(2) Ambac may, at its option, elect to direct a distribution of a proportional percentage of the

underlying Ambac Insured HTA 98 Senior Bonds to individual holders of Ambac Certificates

upon the release of such holder’s claims on the related Ambac Insurance Policy and against the

Ambac Trust(s); such distribution and release shall not give rise to any other holder of Ambac

Certificates asserting a right to receive the same treatment, and (3) Ambac may, at its option,

elect to direct the sale of any Ambac Trust Assets.

(1) Payment of Accelerated Amounts: Ambac shall receive

the Ambac Plan Consideration that would be otherwise allocable to the holders of Allowed HTA

98 Senior Insured Bond Claims (Ambac) and Ambac’s obligations to such holders shall be fully

and completely discharged upon the payment, on the HTA Effective Date, or as soon as

practicable thereafter, but in no event later than the tenth (10th) day following the HTA Effective

Date, in Cash, of the Ambac Acceleration Price with respect thereto.

(2) Alternative Treatment: The Oversight Board and Ambac

reserve the right to formulate an alternative election or implementation option with respect to the

Allowed HTA 98 Senior Bond Claim (Ambac) Non Commutation Treatment of the Ambac

Insured HTA 98 Senior Bonds that is mutually acceptable to the Oversight Board and Ambac,

each in their respective sole discretion; provided, however, that any such alternative election or

implementation option must be proposed, in writing, at or prior to the commencement of the

Disclosure Statement Hearing.

(c) Deemed Acceleration of Ambac Insured Bonds: Notwithstanding any

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

Ambac with respect to its obligations under the applicable Ambac Insurance Policies up to and

including the HTA Effective Date, 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 applicable 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.

(d) Assignment of Redemption Rights: Notwithstanding any other

provision of the HTA Plan, to the extent permitted pursuant to applicable definitive documents

and not inconsistent with the rights provided in accordance with the applicable Ambac Insurance

Policy, on the HTA Effective Date, HTA shall be deemed to have assigned to Ambac any and all

rights to redeem and call the Ambac Insured Bonds and any related rights such that such rights

may be exercised directly and exclusively by Ambac as if it were HTA for such purpose. Any

amounts due in connection with any such redemption shall be equal to the lesser of the applicable

redemption price and the Ambac Acceleration Price.

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(e) Entitlement to Vote: Subject to the terms and provisions of the

Disclosure Statement Order, (1) the solicitation of acceptances and rejections of the HTA Plan by

holders of Ambac Insured Bond Claims shall be made by the Oversight Board to Ambac in

accordance with the provisions of Section 301(c)(3) of PROMESA, applicable law and

governing insurance and other documents, and (2) where applicable and as described in Section

26.4(b) hereof, the election to choose between the Allowed HTA 98 Senior Bond Claim (Ambac)

Commutation Treatment as set forth in Section 26.4(b)(i) hereof and the Allowed HTA 98 Senior

Bond Claim (Ambac) Non-Commutation Treatment as set forth in Section 26.4(b)(ii) hereof

shall be made by the beneficial holders of Ambac Insured HTA 98 Senior Bonds; provided,

however, that the form of the Ambac Non-Commutation Treatment shall be selected by Ambac

in accordance with the terms and provisions of Section 26.4(b)(ii) hereof.

(f) Improper Election: If a holder of an Allowed HTA 98 Senior Bond

Claim (Ambac) (1) fails to timely and validly elect either the Allowed HTA 98 Senior Bond

Claim (Ambac) Commutation Treatment set forth in Section 26.4(b)(i) hereof or the Allowed

HTA 98 Senior Bond Claim (Ambac) Non-Commutation Treatment as set forth in Section

26.4(b)(ii) hereof, or (2) submits an election for less than all of its Ambac Insured Bond Claims

in a particular class (in which case, such election shall be void and of no force or effect), such

holder shall be deemed to have elected to receive with respect to its HTA 98 Senior Bond Claims

(Ambac), the Allowed HTA 98 Senior Bond Claim (Ambac) Commutation Treatment set forth in

Section 26.4(b)(i) hereof, to commute the applicable Ambac Insurance Policies, and to fully and

finally satisfy, release and discharge Ambac’s obligations under such Ambac Insurance Policies,

and shall receive, with respect to its HTA 68 Bond Claims (Ambac), the Allowed 68 Bond Claim

(Ambac) Treatment, if any, as set forth in Section 26.4(a) hereof. In addition, a holder of an

Allowed HTA 98 Senior Bond Claim (Ambac) that does not validly elect to receive either the

Allowed HTA 98 Senior Bond Claim (Ambac) Commutation Treatment or the Allowed HTA 98

Senior Bond (Ambac) Non-Commutation Treatment pursuant to clauses (1) or (2) above shall be

deemed to have had, on or after the HTA Effective Date, its Ambac Insured HTA 98 Senior

Bonds cancelled, and Ambac’s obligation under the applicable Ambac Insurance Policy shall be

fully and finally satisfied released and discharged.

26.5 Fiscal Agent Obligations

: Notwithstanding anything contained in the HTA Plan to the contrary, including, without

limitation, the terms and provisions of this Article XXVI, 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.

ARTICLE XXVII

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

27.1 Rejection or Assumption of Remaining Executory Contracts and Unexpired 

Leases: Pursuant to sections 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

hereof, all Executory Contracts and Unexpired Leases that exist between the Debtor and any

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Entity, and which have not expired by their own terms on or prior to the HTA Effective 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 on the schedules to the

Plan Supplement, (c) that has been registered with the Office of the Comptroller of Puerto Rico,

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

pursuant to 2 L.P.R.A. § 97 and regulations promulgated pursuant thereto, (e) 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 agencies, departments, municipalities, public corporations or instrumentalities

(other than leases to which PBA is a party); provided, however, that the Debtor reserves the right,

on or prior to the HTA Effective Date, to amend such schedules to delete any Executory Contract

and Unexpired Lease therefrom or add any Executory Contract and Unexpired Lease thereto, in

which event such Executory Contract(s) and Unexpired Lease(s) shall be deemed to be, as the

case may be, either rejected, assumed, or assumed and assigned as of the HTA Effective Date.

The Debtor shall serve (y) notice of any Executory Contract and Unexpired Lease to be assumed

or assumed and assigned through the operation of this Section 27.1, 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 this Section 27.1, 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

have any liability thereunder.

27.2 Approval of Rejection or Assumption of Executory Contracts and Unexpired 

Leases: Entry of the HTA Confirmation Order by the Title III Court shall constitute approval,

pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the rejection, assumption,

or assumption and assignment, as the case may be, of an Executory Contract and an Unexpired

Lease pursuant to Section 27.1 of the HTA Plan.

27.3 Inclusiveness: Unless otherwise specified on the schedules to the Plan

Supplement, each Executory Contract and Unexpired Lease listed or to be listed therein shall

include any and all modifications, amendments, supplements, restatements, or other agreements

made directly or indirectly by any agreement, instrument, or other document that in any manner

affects such Executory Contract and Unexpired Lease, without regard to whether such

agreement, instrument, or other document is listed on such schedule.

27.4 Cure of Defaults: Except to the extent that different treatment has been agreed to

by the non-debtor party or parties to any Executory Contract and Unexpired Lease to be assumed

or assumed and assigned pursuant to Section 27.1 of the HTA Plan, the Debtor shall, pursuant to

the provisions of section 1123(a)(5)(G) and 1123(b)(2) of the Bankruptcy Code and consistent

with the requirements of section 365 of the Bankruptcy Code, within at least twenty (20) days

prior to the HTA Confirmation Hearing, file with the Title III Court and serve by first class mail

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on each non- Debtor party to such Executory Contracts and Unexpired Leases to be assumed

pursuant to Section 27.1 of the HTA Plan, a notice, which shall list the cure amount as to each

executory contract or unexpired lease to be assumed or assumed and assigned. The parties to

such Executory Contracts and Unexpired Leases will have twenty (20) days from the date of

service of such notice to file and serve any objection to the cure amounts listed by the Debtor. If

there are any objections filed, the Title III Court shall hold a hearing on a date to be set by the

Title III Court. Notwithstanding the terms and provisions of Section 27.1 of the HTA Plan, the

Debtor shall retain its rights to reject any of its Executory Contracts and Unexpired Leases that

are subject to a dispute concerning amounts necessary to cure any defaults through the HTA

Effective Date.

27.5 Insurance Policies: Subject to the terms and provisions of Section 27.7 hereof,

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, except

to the extent provided herein, the HTA Confirmation Order and the Definitive Documents, 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.

27.6 Rejection Damage 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 HTA 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.

27.7 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, as the case may be, shall be Administrative Expense Claims; provided, however,

that, under no circumstances shall the Debtor or Reorganized HTA, as the case may be, be

responsible for any indemnification obligation, cost, or expense associated with the gross

negligence, intentional fraud or willful misconduct of their respective officers or directors.

27.8 Nonoccurrence of HTA Effective Date: In the event that the HTA Effective

Date does not occur, the Title III Court shall retain jurisdiction with respect to any request to

extend the deadline for assuming or rejecting Executory Contracts and Unexpired Leases

pursuant to section 365(d)(4) of the Bankruptcy Code, unless such deadline(s) have expired.

27.9 Reservation of Rights: Nothing contained in the HTA Plan or the Plan

Supplement shall constitute an admission by the Debtor, Reorganized HTA or any other party

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that any such contract or lease is in fact an Executory Contract and Unexpired Lease or that the

Debtor have any liability thereunder. If there is a dispute regarding whether a contract or lease is

or was executory or unexpired at the time of assumption, the Debtor or Reorganized HTA shall

have forty-five (45) days following entry of a Final Order resolving such dispute to alter their

treatment of such contract or lease.

27.10 Collective Bargaining Agreements: Except as provided in Article XXVII

hereof, 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 hereof

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

ARTICLE XXVIII

PROVISIONS GOVERNING DISTRIBUTIONS

28.1 Time and Manner of Distribution: Except as otherwise provided herein,

distributions under the HTA Plan shall be made to each holder of an Allowed Claim as follows:

(a) Distributions to Holders of HTA 68 Bond Claims, HTA 68 Bond 

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

Except as otherwise provided herein, on the HTA Effective Date, the Disbursing Agent shall

distribute, or cause to be distributed, to each holder of an Allowed HTA 68 Bond Claim, an

Allowed HTA 68 Bond Claim (Ambac), an Allowed HTA 68 Bond Claim (Assured), or an

Allowed HTA 68 Bond Claim (National), and in each case consistent with the terms hereof, such

holder’s Pro Rata Share, if any, of the HTA 68 Bond Recovery, the HTA Restriction Fee, and

HTA Consummation Costs, if applicable.

(b) Distributions to Holders of 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): Except as otherwise

provided herein, on the HTA Effective Date, the Disbursing Agent shall distribute, or cause to be

distributed, to each holder of an Allowed HTA 98 Bond Claim, an Allowed HTA 98 Senior Bond

Claim (Ambac), an Allowed HTA 98 Senior Bond Claim (Assured), an Allowed HTA 98 Senior

Bond Claim (FGIC), or an Allowed HTA 98 Senior Bond Claim (National), such holder’s Pro

Rata Share, if any, of (i) HTA 98 Senior Bond Recovery, (ii) the HTA PSA Restriction Fee, and

(iii) HTA Consummation Costs, in each case, to the extent applicable.

(c) Distributions to Holders of HTA 98 Sub Bond Claims, HTA 98 Sub 

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

(National): Except as otherwise provided herein, including, without limitation, pursuant to the 

prior distribution thereof, on the HTA Effective Date, the Disbursing Agent shall distribute, or

cause to be distributed, to each holder of an Allowed HTA 98 Sub Bond Claim, an Allowed HTA

98 Sub Bond Claim (Assured), an Allowed HTA 98 Sub Bond Claim (FGIC), or an Allowed

HTA 98 Sub Bond Claim (National), such holder’s Pro Rata Share of the HTA 98 Sub Bond

Recovery.

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(d) Distributions with Respect to HTA General Unsecured Claims:

Except as otherwise provided herein, on the HTA Effective Date, the Disbursing Agent shall

distribute, or cause to be distributed, to each holder of an Allowed HTA General Unsecured

Claim such holder’s Pro Rata Share, if any, of the HTA GUC Recovery.

(e) Distributions with Respect to Eminent Domain/Inverse Condemnation 

Claims: Except as otherwise provided herein, within ten (10) Business Days following the

occurrence of a Final Order determining the validity and amount of just compensation

attributable to an Eminent Domain/Inverse Condemnation Claim, the Disbursing Agent shall

distribute, or cause to be distributed, to each holder of an Allowed Eminent Domain/Inverse

Condemnation Claim, Cash in the amount of such Allowed Claim.

(f) Distribution of Cash to Holders of Allowed Administrative Expense 

Claims: Except as otherwise provided herein, on or as soon as practicable after the later of (i)

the HTA Effective Date and (ii) the date on which such Claim becomes an Allowed Claim, the

Disbursing Agent shall distribute, or cause to be distributed, to each holder of an Allowed

Administrative Expense Claim, Cash in the amount of such Allowed Claim.

(g) Distribution of Cash to Holders of Allowed Convenience Claims:

Except as otherwise provided herein, on or as soon as practicable after the later of (i) the HTA

Effective Date and (ii) the date on which such Claim becomes an Allowed Claim, the Disbursing

Agent shall distribute, or cause to be distributed, to each holder of an Allowed Claim, Cash in

the amount of such Allowed Convenience Claim.

28.2 Timeliness of Payments: Any payment or distribution to be made pursuant to the

HTA Plan shall be deemed to be timely made if made within ten (10) Business Days after the

date specified in the HTA Plan. Whenever any distribution to be made under this HTA Plan

shall be due on a day other than a Business Day, such distribution shall instead be made, without

interest, on the immediately succeeding Business Day, but shall be deemed to have been made on

the date due, including, without limitation, deeming distributions made pursuant to Section 28.1

hereof to have been made on the HTA Effective Date.

28.3 Distributions by the Disbursing Agent: Except as otherwise provided herein or

in the HTA Confirmation Order, all distributions under the HTA Plan shall be made by the

Disbursing Agent. The Disbursing Agent shall be deemed to hold all property to be distributed

hereunder in trust for the Entities entitled to receive the same. The Disbursing Agent shall not

hold an economic or beneficial interest in such property.

28.4 Manner of Payment under the HTA Plan: Unless the Entity receiving a

payment agrees otherwise, any payment in Cash to be made by the Disbursing Agent shall be

made, at the election of the payor, by check drawn on a domestic bank or by wire transfer from a

domestic bank; provided, however, that no Cash payment shall be made to a holder of an

Allowed Claim until such time, if ever, as the amount payable thereto is equal to or greater than

Ten Dollars ($10.00).

28.5 Delivery of Distributions: Subject to the provisions of Rule 9010 of the

Bankruptcy Rules, and except as provided in the HTA Confirmation Order or herein,

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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 initial distributions by the

Disbursing Agent on account of Allowed HTA Bond Claims shall be made to, or at the direction

of, the HTA Fiscal Agent in accordance with the respective governing documents for such

obligations; and, provided, further, that 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 HTA Fiscal Agent (or

the HTA Fiscal Agent’s designee) shall, in turn, deliver the distribution to the applicable holders

in the manner provided for in the applicable governing documents. Regardless of whether such

distributions are made by the HTA Fiscal Agent or the Disbursing Agent at the direction of the

HTA Fiscal Agent, any Charging Lien of the HTA Fiscal Agent shall attach to such distributions

in the same manner as if such distributions were made by or through the HTA Fiscal Agent. The

HTA Fiscal Agent may rely upon the distribution instructions received from the Debtor or its

agents with respect to delivery of distributions in accordance with the terms and provisions of

this Article XXVII, including any contra-CUSIP positions and escrow positions set up by the

debtor or its agents with the Depository Trust Company. The Debtor, its agents and servicers,

the HTA Fiscal Agent, and the Disbursing Agent shall have no obligation to recognize any

transfer of HTA Bond Claims after the Distribution Record Date; provided, however, that the

New HTA Bonds and the HTA Clawback CVIs will be transferable and recognized in

accordance with the terms and conditions of the New HTA Bonds Indenture and the CVI

Indenture, respectively.

28.6 Cancellation of Notes, Instruments, Certificates, and Other Documents:

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

hereof), on the HTA Effective Date, the HTA Bonds and all instruments and documents related

thereto will be deemed automatically cancelled, terminated and of no further force or effect

against the Debtor without any further act or action under any applicable agreement, law,

regulation, order or rule, with the Debtor and the applicable trustee, paying agent or fiscal agent,

as the case may be, having no continuing obligations or duties and responsibilities thereunder and

the obligations of the parties to the Debtor, under the HTA Bonds and all instruments and

documents related thereto shall be discharged; provided, however, that, notwithstanding anything

contained 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, 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,

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(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 hereof,

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 use its 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 to the contrary, the HTA Fiscal Agent shall have no

duties or responsibilities with respect to any HTA Bonds that are deposited into any of the

Ambac Trust, the Assured Trust, the FGIC Trust, or the National Trust from and after the HTA

Effective Date. Notwithstanding the foregoing, and except as otherwise expressly provided in

the HTA Plan, such bonds or bond documents that remain outstanding shall not form the basis

for the assertion of any Claim against the Debtor or Reorganized HTA, as the case may be.

28.7 Undeliverable/Reserved Distributions:

(a) Holding of Undeliverable Distributions by the Disbursing Agent: If

any distribution to any holder is returned to the Disbursing Agent as undeliverable, no further

distribution shall be made to such holder unless and until the Disbursing Agent is notified, in

writing, of such holder’s then-current address. Subject to the terms and provision of Section

32.7(b) hereof, undeliverable distributions shall remain in the possession of the Disbursing Agent

until such time as a distribution becomes deliverable. All Entities ultimately receiving

previously undeliverable Cash shall not be entitled to any interest or other accruals thereon of any

kind. Nothing contained in the HTA Plan shall require the Disbursing Agent to attempt to locate

any holder of an Allowed Claim.

(b) Failure to Claim Undeliverable Distributions: If (i) a check is sent, by

the Disbursing Agent to a holder in respect of distributions and such check is not negotiated

within one hundred twenty (120) days following the date on which such check was issued, or (ii)

any other form of distribution to a holder is otherwise undeliverable, the Disbursing Agent (or its

duly authorized agent) shall, on or prior to the date that is one hundred eighty (180) days from (i)

the HTA Effective Date, with respect to all Allowed Claims as of the HTA Effective Date, and

(ii) the date that a distribution is made with respect to any Disputed Claim that becomes an

Allowed Claim subsequent to the HTA Effective Date, file a list with the Title III Court setting

forth the names of those Entities for which distributions have been made hereunder that have not

been negotiated or have been returned as undeliverable as of the date thereof. Any holder of an

Allowed Claim on such list that does not identify itself and assert its rights pursuant to the HTA

Plan to receive a distribution within six (6) months from the date so listed shall have its

entitlement to such undeliverable distribution discharged and shall be forever barred from

asserting any entitlement pursuant to the HTA Plan, against Reorganized HTA, the trustees, or

their respective professionals, agents, or property, and any (1) Cash in the possession of the

Disbursing Agent or the trustee with respect to existing securities, as the case may be, shall be

released to Reorganized HTA for use to discharge operating expenses of Reorganized HTA, and

(2) the HTA Bonds in the possession of the Disbursing Agent or trustee with respect to existing

securities shall be released to Reorganized HTA for cancellation or deposit into the treasury of

Reorganized HTA, as determined by Reorganized HTA in its sole and absolute discretion.

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28.8 Withholding and Reporting 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. Notwithstanding the above, each holder of an Allowed Claim that is to

receive a distribution under the HTA Plan shall have the sole and exclusive responsibility for the

satisfaction and payment of any taxes imposed on such holder by any governmental unit,

including income, withholding and other tax obligations, on account of such distribution. Any

party issuing any instrument or making any distribution under the HTA Plan has the right, but not

the obligation, to not make a distribution until such holder has made arrangements satisfactory to

such issuing or disbursing party for payment of any such withholding tax obligations and, if any

party issuing any instrument or making any distribution under the HTA Plan fails to withhold

with respect to any such holder’s distribution, and is later held liable for the amount of such

withholding, the holder shall reimburse such party. The Disbursing Agent may require, as a

condition to the receipt of a distribution, 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.

28.9 Time Bar to Cash Payments: Checks issued by the Disbursing Agent on

account of Allowed Claims shall be null and void if not negotiated within one hundred twenty

(120) days from and after the date of issuance thereof. Requests for reissuance of any check shall

be made directly to the Disbursing Agent by the holder of the Allowed Claim with respect to

which such check originally was issued. Any claim in respect of such a voided check shall be

made on or before the later of (i) the first (1st) anniversary of the HTA Effective Date or (ii)

ninety (90) days after the date of issuance of such check, if such check represents a final

distribution hereunder on account of such Claim. After such date, all Claims in respect of voided

checks shall be discharged and forever barred and the Disbursing Agent shall retain all monies

related thereto for the sole purpose of redistribution to holders of Allowed Claims in accordance

with the terms and provisions hereof.

28.10 Distributions After HTA Effective Date: Distributions made after the HTA

Effective Date to holders of Claims that are not Allowed Claims as of the HTA Effective Date,

but which later become Allowed Claims, shall be deemed to have been made in accordance with

the terms and provisions of Article XXVIII of the HTA Plan.

28.11 Setoffs: Except as otherwise provided in the HTA Plan or in the HTA

Confirmation Order, the Disbursing Agent may, pursuant to applicable bankruptcy or

non-bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant

to the HTA Plan on account thereof (before any distribution is made on account of such Claim by

the Disbursing Agent), the claims, rights, and Causes of Action of any nature that the Debtor or

Reorganized HTA may hold against the holder of such Allowed Claim; provided, however, that

neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall

constitute a waiver or release by the Debtor or Reorganized HTA of any such claims, rights, and

Causes of Action that the Debtor or Reorganized HTA may possess against such holder; and,

provided, further, that nothing contained herein is intended to limit the ability of any Creditor to

effectuate rights of setoff or recoupment preserved or permitted by the provisions of sections

553, 555, 559, or 560 of the Bankruptcy Code or pursuant to the common law right of

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recoupment; and, provided, further, that nothing in this Section 28.11 shall affect the releases and

injunctions provided in Article XLI of the HTA Plan.

28.12 Allocation of Plan Distributions Between Principal and Interest: Unless

otherwise specified herein, to the extent that any Allowed Claim entitled to a distribution under

the HTA Plan consists of indebtedness and other amounts (such as accrued but unpaid interest

thereon), such distribution shall be allocated first, to interest accrued and unpaid as of the date

immediately preceding the HTA Petition Date, second, to the principal amount of the Claim (as

determined for federal income tax purposes) and then, to the extent the consideration exceeds the

principal amount of the Claim, to such other amounts; provided, however, that the Debtor or

Reorganized HTA’s treatment of any distributions for its tax purposes will not be binding on any

Creditor as to the treatment of such distributions for any regulatory, tax or other purposes.

28.13 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 reasonable 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 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 Bond 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 this

Section 28.13, the applicable Monolines shall constitute the holders of the HTA 68 Bond Claims

and the HTA 98 Senior Bond Claims arising from the HTA Bonds 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 this Section 28.13,

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.

28.14 Beneficial Owner: For all purposes of the HTA Plan, including, without

limitation, for purposes of distributions pursuant to the terms and provisions of this Article

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XXVIII, the “holder” of a Claim shall mean any Entity who, directly or indirectly, has investment

power with respect to any Claim, which includes the power to dispose or to direct the disposition

of such Claim; provided, however, that, for purposes of Article XXVIII hereof and section 1126

of the Bankruptcy Code, (a) National shall constitute the “holder” of any National Insured Bond

Claims and any National CW/HTA Bond Claims in accordance with Section 301(c)(3) of

PROMESA, applicable law and governing insurance and other documents applicable to the

National Insured Bond Claims and the National CW/HTA Bond Claims, (b) Assured shall

constitute the “holder” of any Assured Insured Bond Claims, any Assured CW/Convention

Center Claims, any Assured CW/HTA Bond Claims, and any Assured CW/PRIFA Rum Tax

Claims in accordance with Section 301(c)(3) of PROMESA, applicable law and governing

insurance and other documents applicable to the Assured Insured Bond Claims, the Assured

CW/Convention Center Claims, the Assured CW/HTA Bond Claims, and the Assured

CW/PRIFA Rum Tax Claims, (c) Ambac shall constitute the “holder” of any Ambac Insured

Bond Claims, any Ambac CW/Convention Center Claims, any Ambac CW/HTA Bond Claims,

and any Ambac CW/PRIFA Rum Tax Claims in accordance with Section 301(c)(3) of

PROMESA, applicable law and governing insurance and other documents applicable to the

Ambac Insured Bond Claims, the Ambac CW/Convention Center Claims, the Ambac CW/HTA

Bond Claims, and the Ambac CW/PRIFA Rum Tax Claims, (d) FGIC shall constitute the

“holder” of any FGIC Insured Bond Claims and any FGIC CW/HTA Bond Claims, in accordance

with Section 301(c)(3) of PROMESA, applicable law and governing insurance and other

documents applicable to the FGIC Insured Bond Claims, the FGIC CW/HTA Bond Claims, (e)

Syncora shall constitute the “holder” of any HTA Bond Claims and CW/HTA Bond Claims

arising from or related to HTA 98 Senior Bonds bearing CUSIP number 745190AY4, and the

principal and interest payments of which have been insured by Syncora in accordance with

Section 301(c)(3) of PROMESA, applicable law and governing insurance and other documents

applicable to such Claims; provided, however, that, solely to the extent permitted by governing

insurance and other documents, on the HTA Effective Date, Syncora shall pay the beneficial

owners of such HTA 98 Senior Bonds the Syncora Acceleration Price; and, provided, further,

that Syncora shall indemnify and hold the Oversight Board, the Commonwealth, HTA, and

Reorganized HTA harmless from any and all claims, liabilities, damages, and causes of action

arising from or related to the acceleration of such HTA 98 Senior Bonds and the payment of the

Syncora Acceleration Price, and (f) the “holder” of any other Insured HTA Bond Claims shall be

determined in accordance with Section 301(c)(3) of PROMESA and any law or governing

documents applicable to such Insured HTA Bond Claims.

28.15 Value of Distributions: For purposes of calculating the value of distributions

made to holders of Allowed Claims, (a) Cash shall be valued in the amount distributed and (b)

the New HTA Bonds shall be valued at the original principal amount thereof.

28.16 Disputed Funds Stipulation: In the event that the Distribution Conditions are

not satisfied prior to the HTA Effective Date, on the HTA Effective Date, the Distribution

Conditions shall be deemed satisfied and payments and distributions to be made in connection

therewith pursuant to the terms and provisions of the Commonwealth Confirmation Order and

the HTA/CCDA Plan Support Agreement shall be made on the HTA Effective Date to holders 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

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

HTA 98 Senior Bond Claims (National), including, without limitation, the distribution of monies

in accordance with the Disputed Funds Stipulation, subject to the rights of The Bank of New

York Mellon, as fiscal agent, to assert and apply, on a pro rata basis, any and all of its rights with

respect thereto.

ARTICLE XXIX

PROSECUTION AND EXTINGUISHMENT OF CLAIMS HELD BY THE DEBTOR

29.1 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

included in the HTA GUC Recovery and be distributed to holders of Allowed HTA General

Unsecured Claims.

ARTICLE XXX

ACCEPTANCE OR REJECTION OF THE HTA PLAN; EFFECT OF

REJECTION BY ONE OR MORE CLASSES OF CLAIMS

30.1 Impaired Classes to Vote: Each holder of a Claim, as of the Voting Record Date

or at the time of tender into ATOP, as the case may be, in an impaired Class not otherwise

deemed to have rejected or accepted the HTA Plan in accordance with Article XXXIII of the

HTA Plan shall be entitled to vote separately to accept or reject the HTA Plan.

30.2 Acceptance by Class of Creditors: An impaired Class of holders of Claims shall

have accepted the HTA Plan if the HTA Plan is accepted by at least two-thirds (2/3) in dollar

amount and more than one-half (1/2) in number of the Allowed Claims of such Class that have

voted to accept or reject the HTA Plan.

30.3 Cramdown: In the event that any impaired Class of Claims shall fail to accept, or

be deemed to reject, the HTA Plan in accordance with section 1129(a) of the Bankruptcy Code,

the Debtor reserves the right to (i) request that the Bankruptcy Court confirm the HTA Plan in

accordance with section 1129(b) of the Bankruptcy Code or (ii) subject to the consent of the

HTA/CCDA PSA Creditors, in accordance with the provisions of the HTA/CCDA Plan Support

Agreement, amend the HTA Plan.

ARTICLE XXXI

RIGHTS AND POWERS OF DISBURSING AGENT

31.1 Exculpation: From and after the HTA Effective Date, the Disbursing Agent shall

be exculpated by all Entities, including, without limitation, holders of Claims and other parties in

interest, from any and all claims, Causes of Action, and other assertions of liability arising out of

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the discharge of the powers and duties conferred upon such Disbursing Agent by the HTA Plan

or any order of the Title III Court entered pursuant to or in furtherance of the HTA Plan, or

applicable law, except for actions or omissions to act arising out of the gross negligence or

willful misconduct of such Disbursing Agent. No holder of a Claim or other party in interest

shall have or pursue any claim or cause of action against the Disbursing Agent for making

payments in accordance with the HTA Plan or for implementing the provisions of the HTA Plan,

except for claims or causes of action arising from the gross negligence or willful misconduct of

the Disbursing Agent.

31.2 Powers of the Disbursing Agent: Except as may be provided otherwise

hereunder, the Disbursing Agent shall be empowered to (a) take all steps and execute all

instruments and documents necessary to effectuate the HTA Plan, (b) make distributions

contemplated by the HTA Plan, (c) comply with the HTA Plan and the obligations thereunder,

and (d) exercise such other powers as may be vested in the Disbursing Agent pursuant to order of

the Title III Court, pursuant to the HTA Plan, or as deemed by the Disbursing Agent to be

necessary and proper to implement the provisions of the HTA Plan.

31.3 Fees and Expenses Incurred From and After the HTA Effective Date: Except

as otherwise ordered by the Title III Court, the amount of any reasonable fees and expenses

incurred by the Disbursing Agent from and after the HTA Effective Date and any reasonable

compensation and expense reimbursement claims, including, without limitation, reasonable fees

and expenses of counsel, incurred by the Disbursing Agent, shall be paid in Cash without further

order of the Title III Court; provided, however, that the Disbursing Agent shall not be entitled to

reimbursement or indemnification by Reorganized HTA related to claims or causes of action

arising from the gross negligence or willful misconduct of the Disbursing Agent.

ARTICLE XXXII

PROCEDURES FOR TREATMENT OF DISPUTED CLAIMS

AND CLAIMS SUBJECT TO ACR PROCEDURES

32.1 Objections to Claims; Prosecution of Disputed Claims:

(a) Except with respect to Allowed Claims, and subject to the terms and

conditions of the ADR Procedures and the ADR Order, Reorganized HTA, by and through the

Oversight Board, and in consultation with AAFAF, shall object to, and shall assume any pending

objection filed by the Debtor to, the allowance of Claims filed with the Title III Court with

respect to which it disputes liability, priority or amount, including, without limitation, objections

to Claims that have been assigned and the assertion of the doctrine of equitable subordination

with respect thereto. All objections, affirmative defenses and counterclaims shall be litigated to

Final Order; provided, however, that Reorganized HTA, by and through the Oversight Board, and

in consultation with AAFAF, shall have the authority to file, settle, compromise or withdraw any

objections to Claims, without approval of the Title III Court. Unless otherwise ordered by the

Title III Court, to the extent not already objected to by the Debtor, Reorganized HTA shall file

and serve all objections to Claims as soon as practicable, but, in each instance, not later than one

hundred eighty (180) days following the HTA Effective Date or such later date as may be

approved by the Title III Court. Following the making of distributions to holders of Allowed

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HTA Bond Claims in accordance with the provisions hereof, any HTA Bond Claim filed by any

Entity, for amounts due under existing securities, shall be deemed satisfied and expunged and the

Oversight Board shall instruct Kroll Restructuring Administration LLC (formerly Prime Clerk

LLC), its court-appointed representative, to remove such HTA Bond Claims from the claims

registry maintained for the benefit of the Title III Court; provided, however, that, in the event that

an order reversing or vacating the HTA Confirmation Order with respect to HTA Bond Claims

becomes a Final Order, such HTA Bond Claims shall be reinstated on the claims registry.

(b) The two (2) Creditors’ Committee appointees to the Avoidance Actions

Trust Board shall (i) receive monthly updates to the claims reconciliation process with respect to

HTA General Unsecured Claims, which process shall continue to be administered by the

Oversight Board, with the assistance of AAFAF, (ii) have the right to (A) review the claims

objections and reconciliation process, including the ADR Procedures, as it relates to 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. Such appointees and their advisors shall not be entitled to compensation in excess to

that provided pursuant to the Commonwealth Plan and the Commonwealth Confirmation Order.

(c) From and after the HTA Effective Date, all Late-Filed Claims shall be

deemed denied, with prejudice, and the Oversight Board shall instruct Kroll Restructuring

Administration LLC (formerly Prime Clerk LLC), its court-appointed representative, to remove

such Late-Filed Claims from the claims registry maintained for the benefit of the Title III Court

and the Oversight Board shall cause a notice with respect thereto to be served upon the holder of

such Late-Filed Claim.

32.2 Estimation of Claims: Except with respect to Allowed Claims, on and after the

HTA Effective Date, and unless otherwise limited by an order of the Title III Court, including,

without limitation, the ACR Order, and the ADR Order, Reorganized HTA, by and through the

Oversight Board, may at any time request the Title III Court to estimate for final distribution

purposes any contingent, unliquidated or Disputed Claim pursuant to section 502(c) of the

Bankruptcy Code regardless of whether the Debtor previously objected to or sought to estimate

such Claim, and the Title III Court will retain jurisdiction to consider any request to estimate any

Claim at any time during litigation concerning any objection to any Claim, including, without

limitation, during the pendency of any appeal relating to any such objection. Unless otherwise

provided in an order of the Title III Court, in the event that the Title III Court estimates any

contingent, unliquidated or Disputed Claim, the estimated amount shall constitute either the

allowed amount of such Claim or a maximum limitation on such Claim, as determined by the

Title III Court; provided, however, that, if the estimate constitutes the maximum limitation on

such Claim, Reorganized HTA, by and through the Oversight Board, may elect to pursue

supplemental proceedings to object to any ultimate allowance of such Claim; and, provided,

further, that the foregoing is not intended to limit the rights granted by section 502(j) of the

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Bankruptcy Code. All of the aforementioned Claims objection, estimation and resolution

procedures are cumulative and not necessarily exclusive of one another.

32.3 Payments and Distributions on Disputed Claims:

(a) 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 HTA 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

shall be 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 HTA; 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 that

Reorganized HTA retains any New HTA Bonds on behalf of Disputed Claims holders, until such

New HTA Bonds are distributed, Reorganized HTA shall exercise voting or consent rights with

respect to such obligations.

(b) Allowance of Disputed Claims: At such time as a Disputed Claim

becomes, in whole or in part, an Allowed Claim, the Disbursing Agent shall distribute to the

holder thereof the distributions, if any, to which such holder is then entitled under the HTA Plan,

together with any earnings that have accrued thereon (net of any expenses, including any taxes,

relating thereto), but only to the extent that such earnings are attributable to the amount of the

Allowed Claim. Such distribution, if any, shall be made as soon as practicable after the date that

the order or judgment of the Title III Court allowing such Disputed Claim becomes a Final Order,

but in no event more than ninety (90) days thereafter.

32.4 Authority to Amend Lists of Creditors: Except with respect to HTA Bond

Claims, and subject to the limitations in Section 32.1(b) hereof, the Debtor shall have the

authority to amend the List of Creditors with respect to any Claim and to make distributions

based on such amended List of Creditors without approval of the Title III Court. If any such

amendment to the List of Creditors reduces the amount of a Claim or changes the nature or

priority of a Claim, the Debtor will provide the holder of such Claim with notice of such

amendment and such holder will have twenty (20) days to file an objection to such amendment

with the Title III Court. If no such objection is filed, the Disbursing Agent may proceed with

distributions based on such amended List of Creditors without approval of the Title III Court.

32.5 Non-Accrual of Interest: Unless otherwise specifically provided for herein or by

order of the Title III Court, post-petition interest shall not accrue or be paid on Claims, Allowed

or otherwise, and no holder of a Claim, Allowed or otherwise, shall be entitled to interest

accruing on or after the HTA Petition Date, on any Claim or right. Additionally, and without

limiting the foregoing, interest shall not accrue or be paid on any disputed claim with respect to

the period from the HTA Effective Date to the date a final distribution is made on account of

such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.

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32.6 Disallowance of Claims: All Claims of any Entity from which property is sought

by the Debtor under sections 550, or 553 of the Bankruptcy Code or that the Debtor alleges is a

transferee of a transfer that is avoidable under sections 544, 545, 547, 548, or 549 of the

Bankruptcy Code shall be disallowed if: (a) the Entity, on the one hand, and the Debtor, on the

other hand, agree or the Title III Court has determined by Final Order that such Entity or

transferee is liable to turn over any property or monies under any of the aforementioned sections

of the Bankruptcy Code; and (b) such Entity or transferee has failed to turn over such property by

the date set forth in such agreement or Final Order.

32.7 Claims Subject to ACR Procedures: To the extent not already transferred as of

the HTA Effective Date in accordance with the terms and conditions of the ACR Order, the

Debtor or Reorganized HTA, as the case may be, shall transfer Claims in accordance with the

terms and conditions of the ACR Order, and, upon transfer, all such Claims shall (a) be

reconciled pursuant to the applicable regulatory and administrative procedures of the Debtor and

Reorganized HTA, as the case may be, (b) be paid in full in the ordinary course of business, and

(c) except as otherwise provided in the HTA Plan, shall not be included in HTA General

Unsecured Claims to be satisfied from the HTA GUC Recovery or Convenience Claims.

Notwithstanding the foregoing, (y) the Oversight Board may remove a claim from the ACR

process in the event that it was improperly transferred into the ACR process because it did not

qualify in accordance with the terms and provisions of the ACR Order, including, without

limitation, bond claims or “child” claims relating to a “parent” class action proofs of claim (in

which case, such claims may be transferred into the appropriate Class under the HTA Plan) and

(z) claims that are eligible to be transferred to or administered through the ACR process and for

which no proof of claim was required to be filed (whether or not a proof of claim was filed) shall

not be transferred into Class 16 or Class 19 under the HTA Plan and shall be administered

through the ACR process, in accordance with the terms of the ACR Order and subsections (a)

and (b) of this Section 32.7.

ARTICLE XXXIII

IDENTIFICATION OF CLAIMS IMPAIRED BY THE HTA PLAN

AND NOT IMPAIRED BY THE HTA PLAN

33.1 Impaired Classes: The Claims in Classes 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,

15, 16, 17, and 20 are impaired and receiving distributions pursuant to the HTA Plan, and are

therefore entitled to vote to accept or reject the HTA Plan; provided, however, that, based upon

the elections made on the Ballot/Election Form, Class 19 is deemed to have accepted the HTA

Plan. The Claims in Class 18 are impaired and not receiving a distribution pursuant to the HTA

Plan and, therefore, Class 18 is deemed to have rejected the HTA Plan.

33.2 Unimpaired HTA Classes: Claims in Class 14 and 19 are unimpaired pursuant

to the HTA Plan, are deemed to have accepted the HTA Plan and are not entitled to vote to

accept or reject the HTA Plan.

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ARTICLE XXXIV

CONDITIONS PRECEDENT TO CONFIRMATION OF THE HTA PLAN

34.1 Conditions Precedent to Confirmation of the HTA Plan: Confirmation of the

HTA Plan is subject to satisfaction of the following conditions precedent:

(a) Fiscal Plan Certification: The Oversight Board shall have certified an

HTA Fiscal Plan consistent with the HTA Plan and shall have certified the submission of the

HTA Plan, and any modifications to the HTA Plan through the HTA Confirmation Date, in

accordance with Sections 104(j) and 313 of PROMESA.

(b) Required Orders: The Clerk of the Title III Court shall have entered an

order or orders (including, without limitation, the Disclosure Statement Order and the HTA

Confirmation Order) providing for the following:

(i) Approving the Disclosure Statement as containing “adequate

information” pursuant to section 1125 of the Bankruptcy Code;

(ii) Authorizing the solicitation of votes and elections with respect to

the HTA Plan;

(iii) Determining that all votes and elections or deemed elections are

binding and have been properly tabulated;

(iv) Confirming and giving effect to the terms and provisions of the

HTA Plan, including the releases set forth in Article XLI of the HTA Plan;

(v) Determining that the compromises and settlements set forth in the

HTA Plan are appropriate, reasonable and approved and authorizing the transactions

contemplated therein;

(vi) Determining that all applicable tests, standards and burdens in

connection with the HTA Plan have been duly satisfied and met by the Oversight Board, the

Debtor and the HTA Plan;

(vii) Approving the documents in the Plan Supplement, other than the

Reorganized HTA By-Laws, and determining that such documents are valid and binding on

parties with respect thereto; and

(viii) Authorizing Reorganized HTA to execute, enter into, and deliver

the documents in the Plan Supplement, and to execute, implement and take all actions otherwise

necessary or appropriate to give effect to the transactions contemplated by the HTA Plan, and the

documents in the Plan Supplement.

(c) Form of Orders: The HTA Confirmation Order and the HTA Plan are

each in form and substance reasonably acceptable to the Oversight Board, AAFAF, the Debtor,

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the HTA/CCDA PSA Creditors and, solely with respect to provisions affecting Classes 16 and

19, the Creditors’ Committee.

(d) HTA Confirmation Order: The HTA Confirmation Order includes (i)

determinations that all of the settlements and compromises contained in the HTA Plan satisfy

applicable standards under sections 365, 1123(b)(3) and 1129 of the Bankruptcy Code and

Bankruptcy Rule 9019, to the extent applicable, (ii) the releases, exculpations and injunctions set

forth in Article XLI of the HTA Plan and (iii) the applicable provisions set forth in Section

34.1(b) hereof.

34.2 Waiver of Conditions Precedent to Confirmation: Subject to the terms and

provisions of the HTA/CCDA Plan Support Agreement and the HTA Committee Agreement, and

to the extent practicable and legally permissible, each of the conditions precedent in Section 34.1

hereof may be waived, in whole or in part, by the Oversight Board, subject to the prior written

consent of the Debtor, and the Initial HTA/CCDA PSA Creditors, and solely with respect to the

provisions affecting Classes 16 and 19, the Creditors’ Committee, which consent shall not be

unreasonably withheld. Any such waiver of a condition precedent may be effected at any time by

filing a notice thereof with the Title III Court executed by the Oversight Board.

ARTICLE XXXV

CONDITIONS PRECEDENT TO THE HTA EFFECTIVE DATE

35.1 Conditions Precedent to the HTA Effective Date: The occurrence of the HTA

Effective Date and the substantial consummation of the HTA Plan are subject to satisfaction of

the following conditions precedent:

(a) Fiscal Plan Certification: The Oversight Board shall have determined

that the HTA Plan is consistent with the Debtor’s Fiscal Plan and shall have certified the

submission of the HTA Plan, and any modifications to the HTA Plan through the HTA

Confirmation Date, in accordance with Sections 104(j) and 313 of PROMESA. The HTA Fiscal

Plan certified as of the HTA Effective Date shall include provisions for the payment of principal

and interest with respect to the New HTA Bonds and the Subordinated Indebtedness, including,

without limitation, sinking fund payments.

(b) Entry of the HTA Confirmation Order: The Clerk of the Title III Court

shall have entered the HTA Confirmation Order in accordance with Section 314 of PROMESA

and section 1129 of the Bankruptcy Code, made applicable to the Title III Case pursuant to

Section 301 of PROMESA, which shall be in form and substance reasonably acceptable to the

Oversight Board, the Initial HTA/CCDA PSA Creditors, and the Creditors’ Committee and the

HTA Confirmation Order shall provide for the following:

(i) Authorize the Debtor and Reorganized HTA, as the case may be, to

take all actions necessary to enter into, implement, and consummate the contracts, instruments,

releases, leases, indentures, and other agreements or documents created in connection with the

HTA Plan;

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(ii) Decree that the provisions of the HTA Confirmation Order and the

HTA Plan are nonseverable and mutually dependent;

(iii) Authorize the Debtor and Reorganized HTA, as the case may be, to

(1) make all distributions and issuances as required under the HTA Plan and (2) enter into any

agreements and transactions, as set forth in the Plan Supplement;

(iv) Authorize the implementation of the HTA Plan in accordance with

its terms;

(v) Determine the New HTA Bonds Indenture, the New HTA Bonds,

the Subordinated Indebtedness, and the covenants by Reorganized HTA, including, without

limitation, the Toll Rate Covenant, for the benefit of the holders of the New HTA Bonds and the

Subordinated Indebtedness, as provided in the New HTA Bonds Indenture, or the HTA

Confirmation Order, as applicable, constitute valid, binding, legal and enforceable obligations of

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

(vi) Determine that the New HTA Bonds Indenture, upon issuance of

the Secured Obligations, including, without limitation, the Subordinated Indebtedness issued as a

refinancing of the Commonwealth Loan, grants a first priority lien on 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 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;

(vii) Determine the HTA Confirmation Order is full, final, complete,

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

court or other forum by (1) the Debtor, (2) Reorganized HTA, (3) the Commonwealth and its

instrumentalities, (4) each Entity asserting claims or other rights against HTA, the

Commonwealth, or any other Commonwealth instrumentality, including each holder of a bond

claim and each holder of a beneficial interest (directly or indirectly, as principal, agent,

counterpart, subrogee, insurer or otherwise) in respect of bonds issued by the Debtor or any

Commonwealth agency or with respect to any trustee, any collateral agent, any indenture trustee,

any fiscal agent, and any bank that receives or holds funds related to such bonds, whether or not

such claim or other rights of such Entity are impaired pursuant to the HTA Plan and, if impaired,

whether or not such Entity accepted the HTA Plan, (5) any other Entity, and (6) each of the

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foregoing’s respective heirs, successors, assigns, trustees, executors, administrators, officers,

directors, agents, representatives, attorneys, beneficiaries or guardians;

(viii) Provide that the HTA Fiscal Plan, certified as of the HTA Effective

Date, and any post-HTA Effective Date HTA Fiscal Plan include provisions for the payment in

each FY of principal and interest payable on the New HTA Bonds and the Subordinated

Indebtedness, including, without limitation, any sinking fund payments which may become due

in such FY;

(ix) Provide that the automatic stay in any future insolvency proceeding

commenced on behalf of HTA (whether under Title III of PROMESA or otherwise) shall be

deemed waived 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 on deposit in the

Arbitrage Rebate Fund established pursuant to the New HTA Bonds Indenture;

(x) Determine that, consistent with the HTA Fiscal Plan and

corresponding budget, the discharge of debt to occur as of the HTA Effective Date 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;

(xi) Determine that the HTA Plan is consistent with the Debtor’s Fiscal

Plans and satisfies Section 314(b)(7) of PROMESA;

(xii) Provide that no party, Person or Entity shall enact, adopt, or

implement any law, rule, regulation, or policy that impedes, financially or otherwise,

consummation and implementation of the transactions contemplated by the HTA Plan;

(xiii) Provide that the Government Parties, including, without limitation,

HTA and Reorganized HTA, individually and jointly, as appropriate, shall take any and all

actions necessary to consummate the transactions contemplated by the HTA Plan; and

(xiv) Provide that, in consideration for the structuring of payments to be

made to holders of CW/HTA Claims, CW/Convention Center Claims, CW/PRIFA Rum Tax

Claims and CW/MBA Claims, and in accordance with the terms and provisions of Section 6.1(d)

of the HTA/CCDA Plan Support Agreement and the Commonwealth Confirmation Order, the

Commonwealth shall make payments on the HTA Effective Date 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.

(c) No Injunction: The HTA Confirmation Order shall not be stayed in any

respect.

(d) Authorizations: All (1) authorizations, consents, regulatory approvals,

rulings, or documents, if any, that are necessary to implement and effectuate the HTA Plan, have

been obtained or enacted or entered and not revoked or reversed, and (2) except to the extent

expressly provided herein and not inconsistent with any other provision of the HTA Plan, unless

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otherwise permitted or required by PROMESA or similar authority, completion of any other

required legislative or other governmental action required to consummate the HTA Plan.

(e) Execution of Documents; Other Actions: All actions and all contracts,

instruments, settlements, releases and other agreements or documents, including Definitive

Documents, necessary to implement the terms and provisions of the HTA Plan are effected or

executed and delivered, as applicable, and are in full force and effect.

(f) Opinions: Usual and customary legal opinions for issuances of the type

similar to the New HTA Bonds by outside counsel to the Debtor covering matters not expressly

addressed in the HTA Confirmation Order, in form and substance reasonably acceptable to the

Initial HTA/CCDA PSA Creditors, have been delivered to the applicable trustee or other parties

regarding the Definitive Documents and the HTA Plan.

(g) Lift Stay Motions and Clawback Actions: The clawback funds at issue

in the Lift Stay Motions and the Clawback Actions have been determined by the Title III Court to

constitute property of the Commonwealth.

(h) Commonwealth Effective Date: The Commonwealth Effective Date

shall have occurred.

(i) HTA Clawback CVI: In accordance with the decretal paragraph 34(f) of

the Commonwealth Confirmation Order, the HTA Clawback CVI shall have been distributed to

the applicable Creditors.

(j) HTA Interim Distribution: In accordance with decretal paragraph 52 of

the Commonwealth Confirmation Order, including, without limitation, the satisfaction of

conditions set forth therein, HTA shall have made interim distributions to holders 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) in the amounts of One Hundred Eighty-Four Million Eight Hundred

Thousand Dollars ($184,800,000.00) and Seventy-Nine Million Two Hundred Thousand Dollars

($79,200,000.00), respectively, in Cash; provided, however, that, for purposes of this Section

34.1(j), the applicable Monolines shall constitute the holders of the 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),

and HTA 98 Senior Bond Claims (National) arising from the HTA Bonds insured or owned by

any such Monoline, if any, in accordance with Section 301(c)(3) of PROMESA; and, provided,

further, that, notwithstanding the foregoing, (i) with respect to any HTA 98 Senior Bond Claims

(FGIC) arising from HTA 98 Senior Bonds (or related payment rights) owned by FGIC, HTA

shall have made such distribution to FGIC, and (ii) with respect to any HTA 98 Senior Bond

Claims (FGIC) arising from HTA 98 Senior Bonds insured, but not owned, by FGIC, HTA shall

have made such interim distribution to the beneficial owners of such HTA 98 Senior Bonds.

35.2 Waiver of Conditions Precedent: Subject to the provisions of the HTA/CCDA

Plan Support Agreement, the Oversight Board may waive any of the conditions to the HTA

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Effective Date set forth in Section 35.1 hereof at any time without any notice to any other parties

in interest, other than the HTA/CCDA PSA Creditors, the Creditors’ Committee and the

Government Parties, and without any further notice to or action, order, or approval of the Title III

Court, and without any formal action other than proceeding to confirm and consummate the HTA

Plan; provided, however, that, subject to the terms and provisions of the HTA Committee

Agreement, each of the conditions precedent in Section 35.1 hereof with respect to the provisions

affecting Classes 16 and 19, may be waived, in whole or in part, by the Oversight Board subject

to the prior written consent of the Creditors’ Committee, which consent shall not be

unreasonably withheld.

35.3 Effect of Non-Occurrence of Conditions to HTA Effective Date: If prior to the

HTA Effective Date, the HTA Confirmation Order is vacated pursuant to a Final Order, then,

except as provided in a Final Order vacating the HTA Confirmation Order, the HTA Plan will be

null and void in all respects, and nothing contained in the HTA Plan or Disclosure Statement

shall: (a) constitute a waiver or release of any Claims, or Causes of Action; (b) prejudice in any

manner the rights of the Debtor, the Oversight Board, the Creditors’ Committee, or any other

Entity; or (c) constitute an admission, acknowledgment, offer, or undertaking of any sort by the

Debtor, the Oversight Board, the Creditor’s Committee, or any other Entity.

ARTICLE XXXVI

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE HTA PLAN

36.1 Modification of HTA Plan: Subject to (a) Sections 104(j) and 313 of

PROMESA and sections 942 and 1127(d) of the Bankruptcy Code, applicable to the Title III

Case pursuant to Section 301 of PROMESA, and (b) the terms and provisions of the

HTA/CCDA Plan Support Agreement and the HTA Committee Agreement, the Oversight Board

may alter, amend or modify the HTA Plan or the Exhibits at any time prior to or after the HTA

Confirmation Date but prior to the HTA Effective Date. A holder of a Claim that has accepted

the HTA Plan shall be deemed to have accepted the HTA Plan as altered, amended or modified

so long as the proposed alteration, amendment or modification does not materially and adversely

change the treatment of the Claim of such Holder.

36.2 Revocation or Withdrawal:

(a) Subject to the terms and provisions of the HTA/CCDA Plan Support

Agreement and the HTA Committee Agreement, the HTA Plan may be revoked or withdrawn

prior to the HTA Confirmation Date by the Oversight Board.

(b) If the HTA Plan is revoked or withdrawn prior to the HTA Confirmation

Date, or if the HTA Plan does not become effective for any reason whatsoever, then the HTA

Plan shall be deemed null and void. In such event, nothing contained herein shall be deemed to

constitute a waiver or release of any claim by the Debtor or any other Entity, or to prejudice in

any manner the rights of the Debtor or any other Entity in any further proceeding involving the

Debtor.

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36.3 Amendment of Plan Documents: From and after the HTA Effective Date, the

authority to amend, modify, or supplement the Plan Supplement, the Exhibits to the Plan

Supplement and the Exhibits to the HTA Plan, and any document attached to any of the

foregoing, shall be as provided in such Plan Supplement, Exhibit to the Plan Supplement, or

Exhibit to the HTA Plan and their respective attachments, as the case may be.

36.4 No Admission of Liability:

(a) The submission of this HTA Plan is not intended to be, nor shall it be

construed as, an admission or evidence in any pending or subsequent suit, action, proceeding or

dispute of any liability, wrongdoing, or obligation whatsoever (including as to the merits of any

claim or defense) by any Entity with respect to any of the matters addressed in this HTA Plan.

(b) None of this HTA Plan (including, without limitation, the Exhibits hereto),

or any settlement entered, act performed or document executed in connection with this HTA

Plan: (i) is or may be deemed to be or may be used as an admission or evidence of the validity of

any claim, or any allegation made in any of the Related Actions or of any wrongdoing or liability

of any Entity; (ii) is or may be deemed to be or may be used as an admission or evidence of any

liability, fault or omission of any Entity in any civil, criminal or administrative proceeding in any

court, administrative agency or other tribunal; (iii) is or may be deemed to be or used as an

admission or evidence against Reorganized HTA, the Debtor, or any other Entity with respect to

the validity of any Claim. None of this HTA Plan or any settlement entered, act performed or

document executed in connection with this HTA Plan shall be admissible in any proceeding for

any purposes, except to carry out the terms of this HTA Plan or enforce any such agreement, and

except that, once confirmed, any Entity may file this HTA Plan in any action for any purpose,

including, but not limited to, in order to support a defense or counterclaim based on the

principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or

reduction or any other theory of claim preclusion or issue preclusion or similar defense of

counterclaim.

ARTICLE XXXVII

CORPORATE GOVERNANCE AND

MANAGEMENT OF REORGANIZED HTA

37.1 Corporate Action: On the HTA Effective Date, all matters provided for under

the HTA Plan that would otherwise require approval of the directors of the Debtor or

Reorganized HTA, including, without limitation, to the extent applicable, the authorization to

issue or cause to be issued the New HTA Bonds, the authorization to enter into the Definitive

Documents, the adoption of Reorganized HTA By-Laws, and the election or appointment, as the

case may be, of directors and officers of Reorganized HTA pursuant to the HTA Plan, as

applicable, shall be authorized and approved in all respects, in each case, in accordance with the

New HTA Bonds Indenture, and the new corporate governance documents, as applicable, and

without further action by any Entity under any other applicable law, regulation, order, or rule.

Other matters provided under the HTA Plan involving the corporate structure of Reorganized

HTA or corporate action by Reorganized HTA, as applicable, shall be deemed to have occurred,

be authorized, and shall be in effect in accordance with the New HTA Bonds Indenture, and the

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new corporate governance documents, as applicable, and without requiring further action by any

Entity under any other applicable law, regulation, order, or rule. Without limiting the foregoing,

from and after the HTA Confirmation Date, the Debtor and Reorganized HTA shall take any and

all actions deemed appropriate in order to consummate the transactions contemplated herein in

accordance with the New HTA Bonds Indenture, and the new corporate governance documents,

as applicable.

37.2 Amendment of By-Laws: The by-laws of Reorganized HTA shall be amended

as of the HTA Effective Date to provide substantially as set forth in Reorganized HTA By-Laws.

37.3 Directors of Reorganized HTA: On the HTA Effective Date, and pursuant to

the terms and provisions of Section 36.237.2 hereof, the Reorganized HTA By-Laws shall

provide that the board of directors of Reorganized HTA shall be appointed consistent with the

terms and provisions of the HTA Enabling Act. The initial directors shall be disclosed prior to

the HTA Confirmation Hearing. In the event that, during the period from the HTA Confirmation

Hearing up to and including the HTA Effective Date, circumstances require the substitution of

one (1) or more persons selected to serve on the board of directors of Reorganized HTA, the

Governor of the Commonwealth, upon consultation with the Oversight Board, shall choose a

substitute consistent with the independence and qualification standards set forth above and the

Debtor shall file a notice thereof with the Title III Court and, for purposes of section 1129 of the

Bankruptcy Code, any such replacement person, designated in accordance with the requirements

of the immediately preceding sentence, shall be deemed to have been selected and disclosed prior

to the HTA Confirmation Hearing. The Reorganized HTA amended corporate governance

documents shall provide that all board members shall owe a fiduciary duty to Reorganized HTA

as consistent with Puerto Rico law and its Constitution.

37.4 Officers of Reorganized HTA: To the extent applicable, the board of directors

of Reorganized HTA shall elect officers of Reorganized HTA as of or after the HTA Effective

Date.

ARTICLE XXXVIII

PROVISIONS REGARDING OVERSIGHT BOARD AND

COMPLIANCE WITH PROMESA

38.1 Effect of Confirmation: Nothing in this HTA Plan or the HTA Confirmation

Order shall discharge, substitute, alter or otherwise modify the powers and responsibilities of the

Oversight Board pursuant to PROMESA or the obligations of Reorganized HTA under

PROMESA. From and after the HTA Effective Date, Reorganized HTA shall continue to have

all of their obligations pursuant to PROMESA, including, without limitation, the terms and

conditions of Titles I and II thereof.

38.2 Ongoing Role of the Oversight Board: Nothing in the HTA Plan or the HTA

Confirmation Order shall discharge any or all obligations of the Debtor under PROMESA and,

from and after the HTA Effective Date, the Oversight Board’s powers and responsibilities under

PROMESA shall continue, and the Debtor’s duties and obligations shall continue and be

unaffected by the HTA Plan and the consummation thereof.

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38.3 Preemption of Laws: As of the HTA Effective Date, and to the extent not

previously preempted pursuant to an order of the Title III Court, provisions of Commonwealth

laws that affect the Debtor or Reorganized HTA and are inconsistent with PROMESA shall be

preempted for the reasons, and to the extent, set forth in Exhibit “A” to the Findings of Fact and

Conclusions of Law, such preempted laws, rules and regulations include, without limitation, (a)

pursuant to Section 4 of PROMESA, all laws, rules, and regulations (or such portions thereof) of

the Commonwealth of Puerto Rico to the extent they give rise to obligations of the Debtor

discharged by the HTA Plan and the HTA Confirmation Order pursuant to PROMESA, and such

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

regulations, and (b) laws enacted prior to June 30, 2016, to the extent they provide for transfers

or other appropriations after the enactment of PROMESA, including transfers from the Debtor or

Reorganized HTA to the Commonwealth or any agency or instrumentality, whether to enable

such agency or instrumentality to pay or satisfy indebtedness or for any other purpose, are

preempted to the extent inconsistent with the HTA Plan’s discharge of the Debtor’s obligations

and all such laws shall not be enforceable to the extent they are inconsistent with the HTA Plan’s

discharge of the Debtor’s obligations or any of the transactions contemplated by the HTA Plan.

Without in any way limiting the foregoing, (y) the Commonwealth laws preempted by

PROMESA that affect the Debtor include, without limitation, those listed on Exhibit “F” hereto

for the reasons and to the extent set forth in Exhibit “A” to the Findings of Fact and Conclusions

of Law, and (z) all litigation in which any Government Party is a defendant, over whether

Commonwealth law listed on Exhibit “F” 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 HTA 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.

ARTICLE XXXIX

PROVISIONS REGARDING CREDITORS’ COMMITTEE

39.1 Dissolution of Creditors’ Committee: On the HTA Effective Date, the

Creditors’ Committee shall be (a) dissolved and be deemed to have satisfied all of its respective

duties and obligations, and (b) released and discharged from any action or activity taken, or

required to be taken, in connection with the Title III Case; provided, however, that (x) in the

event that an appeal of the HTA Confirmation Order is taken, the Creditors’ Committee shall not

be dissolved until the HTA Confirmation Order becomes a Final Order, (y) the Creditors’

Committee shall not be dissolved with respect to its duties and obligations in connection with

PREPA’s Title III case, and (z) the Creditors’ Committee shall be entitled to defend applications

for allowance of compensation and reimbursement of expenses of their respective professionals.

To the extent that, as of the date immediately prior to the HTA Effective Date, the Creditors’

Committee was a party to a contested matter or adversary proceeding in connection with the Title

III Case, including, without limitation, the Debt Related Objections, the Invalidity Actions, the

Lien Challenge Actions, the Appointments Clause Litigation, the Uniformity Litigation, the

Clawback Actions, the Lift Stay Motions, and any objection to claim, from and after the HTA

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Effective Date and to the extent not already a party thereto, Reorganized HTA shall be deemed to

have assumed such role and responsibility in connection with such contested matter and, upon

such assumption, the Creditors’ Committee shall be relieved of any role, responsibility or

obligation with respect thereto.

ARTICLE XL

RETENTION OF JURISDICTION

40.1 Retention of Jurisdiction: The Title III Court shall retain and have exclusive

jurisdiction over any matter arising under PROMESA, arising in or related to, the Title III Case

and the HTA Plan, or that relates to the following:

(a) to allow, disallow, determine, liquidate, classify, estimate, or establish the

priority, secured or unsecured status, or amount of any Claim not compromised or settled hereby,

including, without limitation, the resolution of any request for payment of any Claim and the

resolution of any and all objections to the secured or unsecured status, priority, amount, or

allowance of Claims not compromised or settled hereby;

(b) to resolve any matters related to Executory Contracts or Unexpired Leases,

including, without limitation, (a) the assumption or assumption and assignment of any Executory

Contract or Unexpired Lease to which the Debtor is a party or with respect to which the Debtor

may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom,

including pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual

obligation under any Executory Contract or Unexpired Lease that is assumed or assumed and

assigned; and (c) any dispute regarding whether a contract or lease is or was executory or

expired;

(c) to ensure that distributions to holders of Allowed Claims are accomplished

pursuant to the provisions of the HTA Plan and adjudicate any and all disputes arising from or

relating to distributions under the HTA Plan;

(d) to adjudicate, decide, or resolve any motions, adversary proceedings,

contested or litigated matters, and any other matters, and grant or deny any applications involving

the Debtor or Reorganized HTA that may be pending on the HTA Effective Date or brought

thereafter;

(e) to decide and resolve all matters related to the granting and denying, in

whole or in part, any applications for allowance of compensation or reimbursement of expenses

to Professionals authorized pursuant to PROMESA, the HTA Plan or orders entered by the Title

III Court;

(f) to enter and implement such orders as may be necessary or appropriate to

execute, implement, consummate or enforce the provisions of (i) contracts, instruments, releases,

indentures, and other agreements or documents approved by Final Order in the Title III Case,

solely to the extent that any such document does not provide for another court or courts to have

exclusive jurisdiction, and (ii) the HTA Plan, the HTA Confirmation Order, the Definitive

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Documents and any other contracts, instruments, securities, releases, indentures, and other

agreements or documents created in connection with the HTA Plan, solely to the extent that any

such document does not provide for another court or courts to have exclusive jurisdiction;

(g) to resolve any cases, controversies, suits, disputes or other challenges of

any kind that may arise in connection with the consummation, interpretation or enforcement of

the HTA Plan, the HTA Confirmation Order, the Definitive Documents or any other contract,

instrument, security, release or other agreement or document that is entered into or delivered

pursuant to the HTA Plan or any Entity’s rights arising from or obligations incurred in

connection with the HTA Plan or such documents, solely to the extent that any such document

does not provide for another court or courts to have exclusive jurisdiction;

(h) to approve any modification of the HTA Plan or approve any modification

of the HTA Confirmation Order or any contract, instrument, security, release or other agreement

or document created in connection with the HTA Plan or the HTA Confirmation Order, or

remedy any defect or omission or reconcile any inconsistency in any order, the HTA Plan, the

HTA Confirmation Order or any contract, instrument, security, release or other agreement or

document created in connection with the HTA Plan or the HTA Confirmation Order, or enter any

order in aid of confirmation pursuant to sections 945 and 1142(b) of the Bankruptcy Code, in

such manner as may be necessary or appropriate to consummate the HTA Plan;

(i) to adjudicate, decide or resolve any matters relating to the Debtor’s

compliance with the HTA Plan and the HTA Confirmation Order consistent with section 945 of

the Bankruptcy Code;

(j) to determine any other matters that may arise in connection with or relate

to the HTA Plan, the Disclosure Statement, the HTA Confirmation Order, Definitive Documents,

or any contract, instrument, security, release or other agreement or document created, entered

into or delivered in connection with the HTA Plan, the Disclosure Statement or the HTA

Confirmation Order, in each case, solely to the extent that any such document does not provide

for another court or courts to have exclusive jurisdiction;

(k) to enter and implement other orders, or take such other actions as may be

necessary or appropriate to enforce or restrain interference by any Entity with consummation or

enforcement of the HTA Plan or the HTA Confirmation Order, including, without limitation, the

provisions of Sections 41.2 and 41.3 hereof;

(l) to adjudicate any and all controversies, suits or issues that may arise

regarding the validity of any actions taken by any Entity pursuant to or in furtherance of the HTA

Plan or HTA Confirmation Order, including, without limitation, issuance of the New HTA

Bonds and enter any necessary or appropriate orders or relief in connection with such

adjudication;

(m) to enter and implement such orders as are necessary or appropriate if the

HTA Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

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(n) to enter an order or final decree concluding or closing the Title III Case

pursuant to section 945(b) of the Bankruptcy Code;

(o) to resolve disputes that may arise between the Oversight Board or AAFAF,

as the case may be, and the two (2) Creditors’ Committee appointees to the Avoidance Actions

Trust Board in accordance with the provisions of Section 32.1(b) of the HTA Plan;

(p) to enforce and clarify any orders previously entered by the Title III Court

in the Title III Case; and

(q) to hear any other matter over which the Title III Court has jurisdiction

under Sections 305 and 306 of PROMESA.

ARTICLE XLI

MISCELLANEOUS PROVISIONS

41.1 Title to Assets: Except as provided in the HTA Confirmation Order, on the HTA

Effective Date, title to all Assets and properties of the Debtor encompassed by the HTA Plan

shall vest in Reorganized HTA, free and clear of all Liens, including, without limitation, any

Lien upon or security interest in the SIB Account, but expressly excluding Liens granted pursuant

to the HTA Plan and the HTA Confirmation Order.

41.2 Discharge and Release of Claims and Causes of Action:

(a) Except as expressly provided in the HTA Plan or the HTA Confirmation

Order, 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 HTA 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 hereof, nothing contained in the HTA Plan or the HTA Confirmation

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 their respective Related Persons by 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, 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 herein or in

the HTA Confirmation Order shall release, discharge or enjoin any claims or causes of action

against PREPA arising from or related to PREPA-issued bonds, including, without limitation,

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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 the HTA Confirmation

Order, 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

the HTA Confirmation Order, the HTA Confirmation Order shall constitute a judicial

determination, as of the HTA Effective Date, of the discharge and release of all such Claims,

Causes of Action or debt of or against the Debtor and Reorganized HTA pursuant to sections 524

and 944 of the Bankruptcy Code, applicable to the Title III Case pursuant to Section 301 of

PROMESA, and such discharge shall void and extinguish any judgment obtained against the

Debtor or Reorganized HTA and their respective Assets, and property at any time, to the extent

such judgment is related to a discharged Claim, debt or liability. As of the HTA Effective Date,

and in consideration for the value provided under the HTA Plan, each holder of a Claim in any

Class under this 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 this Section 41.2, 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 this Section 41.2.

(d) SEC Limitation. Notwithstanding anything contained herein or in the

HTA Confirmation Order 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 Confirmation Order 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

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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 Reorganized HTA 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 Reorganized HTA, 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 Reorganized HTA, as the case may be, under any United

States grant or cooperative assistance agreement, (E) the Debtor’s or Reorganized HTA’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 Confirmation Order shall be

deemed (i) to determine the tax liability of any Entity, including, but not limited to, the Debtor

and Reorganized HTA, (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 Reorganized HTA, (iii) to release, satisfy, discharge, or enjoin the collection of any

claim of the IRS against any Entity other than the Debtor and Reorganized HTA, and (iv) to grant

any relief to any Entity that the Court is prohibited from granting 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 Confirmation Order 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 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

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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 provision of the HTA Plan and the HTA Confirmation Order; and, provided,

further, that nothing herein or in the HTA Confirmation Order 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.

41.3 Injunction on Claims: Except as otherwise expressly provided in the HTA Plan,

including, without limitation, Section 19.1 hereof, the HTA Confirmation Order or such other

Final Order of the Title III Court that may be applicable, all Entities who have held, hold or may

hold Claims or any other debt or liability that is discharged or released pursuant to Section 41.2

hereof 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 hereof 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 pursuant to the HTA Plan. Such injunction shall extend to all successors and assigns

of the Released Parties and their respective assets and property.

41.4 Integral to HTA Plan: Each of the discharge, injunction, exculpation and release

provisions provided in this Article XLI is an integral part of the HTA Plan and is essential to its

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implementation. Each of the Released Parties shall have the right to independently seek the

enforcement of the discharge, injunction and release provisions set forth in this Article XLI.

41.5 Releases by the Debtor and Reorganized HTA: Except as otherwise expressly

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

good and valuable consideration, each of the Debtor and Reorganized HTA, the Disbursing

Agent and each of the Debtor’s and Reorganized HTA’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 HTA, 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.

41.6 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 Section 41.2 hereof;

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 the HTA Confirmation Order. For the avoidance of doubt, the

following stipulations will terminate upon the entry of the HTA Confirmation Order: (i) the

Fourth Amended Stipulation Between the Commonwealth of Puerto Rico and the Puerto Rico

Highways and Transpiration Authority Regarding the Tolling of Statute of Limitations and

Consent Order [Case No. 173283-LTS, ECF No. 15854], as amended; and (ii) the Fourth

Amended Stipulation and Consent Order Between Title III Debtors (Other Than COFINA) and

the Puerto Rico Fiscal Agency and Financial Advisory Authority Acting on Behalf of the

Governmental Entities Listed on Appendix “B” Regarding the Tolling of Statute of Limitations

[Case No. 17-3283-LTS, ECF No. 17394], as amended.

41.7 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

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with the consummation of the transactions set forth in the HTA Plan; provided, however, that the

foregoing provisions of this Section 41.7 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 the

foregoing provisions of this Section 41.7 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 HTA/CCDA Plan Support Agreement and a Creditor and/or

insurer, as applicable, from the HTA 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, 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 Section 41.7(b) 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 herein

to the contrary, the terms and provisions of the HTA Plan 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 its 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

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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 herein, the HTA Disclosure Statement, or any contract,

instrument, release or other agreement or document provided for or contemplated in connection

with the consummation of the transactions set forth in the HTA Plan; provided, however, that,

notwithstanding the foregoing exculpation, in the event that litigation is commenced against a

member of the Creditors’ Committee with respect to the aforementioned actions, such member

shall be entitled to be reimbursed for reasonable attorneys’ fees and expenses incurred and

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

provided, further, that, the foregoing provisions of this Section 41.7(d) shall not affect the

liability of any Entity that would otherwise result from any such act or omission to the extent

such act or omission is determined in a Final Order to have constituted intentional fraud or

willful misconduct.

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

Petition Date up to and including the HTA Effective Date, and each of the DRA Parties’

respective predecessors, successors and assigns (whether by operation of law or otherwise), and

their respective financial advisors, attorneys, accountants, consultants, agents, and professionals,

or other representatives, each acting in such capacity, and any Entity acting for or on behalf of

any of them, in each case, solely to the extent acting in such capacity, shall not have or incur any

liability to any Entity for any act taken or omitted to be taken in connection with the Title III

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

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

the Disclosure Statement, the DRA Stipulation, or any contract, instrument, release or other

agreement or document provided for or contemplated in connection with the consummation of

the transactions set forth in the HTA Plan; provided, however, that, the foregoing provisions of

this Section 41.7(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.

41.8 Appointments Related Litigation/Uniformity Litigation: Notwithstanding

anything contained herein 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 the

HTA Confirmation Order, in consideration of the distributions made, to be made, or deemed to

be made in accordance with the terms and provisions of the HTA Plan and documents and

instruments related hereto, all Creditors or such other Entities receiving, or deemed to have

received, distributions pursuant to or as a result of the HTA Plan, consent and agree that such

Final Order shall not in any way or manner reverse, affect or otherwise modify the transactions

contemplated in the HTA Plan and the HTA Confirmation Order, including, without limitation,

the releases, exculpations and injunctions provided pursuant to Article XLI of the HTA Plan;

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 action to dismiss, with prejudice, or, in the event other plaintiffs are party to such

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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 court having jurisdiction thereof.

41.9 Bar Order: To the limited extent provided in the HTA Plan, each and every

Entity is permanently enjoined, barred and restrained from instituting, prosecuting, pursuing or

litigating in any manner any and all Claims, demands, rights, liabilities, or causes of action of any

and every kind, character or nature whatsoever, in law or in equity, known or unknown, direct or

derivative, whether asserted or unasserted, against any of the Released Parties, based upon,

related to, or arising out of or in connection with any of the Released Claims, confirmation and

consummation of the HTA Plan, the negotiation and consummation of the HTA/CCDA Plan

Support Agreement, or any claim, act, fact, transaction, occurrence, statement or omission in

connection with or alleged or that could have been alleged in the Title III Case, including,

without limitation, any such claim, demand, right, liability or cause of action for indemnification,

contribution, or any other basis in law or equity for damages, costs or fees incurred arising

directly or indirectly from or otherwise relating to the Title III Case, either directly or indirectly

by any Person for the direct or indirect benefit of any Released Party arising from or related to

the claims, acts, facts, transactions, occurrences, statements or omissions that are, could have

been or may be alleged in the related actions or any other action brought or that might be brought

by, through, on behalf of, or for the benefit of any of the Released Parties (whether arising under

federal, state or foreign law, and regardless of where asserted).

41.10 No Waiver: Notwithstanding anything to the contrary contained in Sections 41.5

and 41.6 hereof, the releases and injunctions set forth in such sections shall not, and shall not be

deemed to, limit, abridge or otherwise affect the rights of the Oversight Board, AAFAF,

Reorganized HTA, the HTA/CCDA PSA Creditors or the Avoidance Actions Trust to enforce,

sue on, settle or compromise the rights, claims and other matters expressly retained by any of

them.

41.11 Supplemental Injunction: Notwithstanding anything contained herein 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 HTA 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 the HTA

Confirmation Order, asserting, implementing or effectuating any setoff, right of subrogation,

indemnity, contribution or recoupment of any kind against any obligation due to any of the

Released Parties or against the property of any Released Party with respect to any such Released

Claim; and

(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 the HTA Confirmation Order,

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

Rule 3016 shall not constitute an admission that the HTA Plan provides for any injunction

against conduct not otherwise enjoined under the Bankruptcy Code.

41.12 Post-Effective Date Fees and Expenses: From and after the HTA Effective

Date, Reorganized HTA shall, in the ordinary course of business and without the necessity for

any approval by the Title III Court, retain professionals and pay the reasonable professional fees

and expenses incurred by Reorganized HTA related to implementation and consummation of the

HTA Plan without further approval from the Title III Court. Without limiting the foregoing,

from and after the HTA Effective Date, Reorganized HTA shall, in the ordinary course of

business and without the necessity for any approval by the Title III Court, but in no event later

than forty-five (45) days following the submission of invoices or statements with respect to the

incurrence of fees and expenses to Reorganized HTA, pay the reasonable and documented fees

and reimburse the expenses of the Oversight Board and its professionals related to the

implementation and consummation of the HTA Plan and in connection with its duties and

responsibilities pursuant to PROMESA and the terms and provisions of the HTA Plan.

41.13 Securities Act 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 hereof 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.

41.14 Severability: Subject to the terms and provisions of the HTA/CCDA Plan

Support Agreement and the HTA Committee Agreement, if, prior to the HTA Confirmation

Date, (a) any term or provision of the HTA Plan shall be held by the Title III Court to be invalid,

void or unenforceable, the Title III Court shall have the power to alter and interpret such term or

provision to make it valid or enforceable to the maximum extent practicable, consistent with the

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original purpose of the term or provision held to be invalid, void or unenforceable, and such term

or provision shall then be applicable as altered or interpreted or (b) the Oversight Board

determines to modify or amend the HTA Plan, the HTA Plan provisions applicable thereto shall

be deemed severed and to be of no force or effect.

41.15 Governing Law: Except to the extent that other federal law is applicable, or to

the extent that an exhibit hereto or any document to be entered into in connection herewith

provides otherwise, the rights, duties, and obligations arising under this 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.

41.16 Closing Case: The Oversight Board shall, promptly upon the full administration

of the Title III Case, file with the Title III Court all documents required by Bankruptcy Rule 3022

and any applicable order of the Title III Court. Notwithstanding the closing of the Title III Case,

the Title III Court shall retain jurisdiction of all of the matters set forth in Article XL of the HTA

Plan.

41.17 Section Headings: The section headings contained in this HTA Plan are for

reference purposes only and shall not affect in any way the meaning or interpretation of the HTA

Plan.

41.18 Inconsistencies: To the extent of any inconsistency between (a) the information

contained in the Disclosure Statement and the terms and provisions of the HTA Plan, the terms

and provisions contained herein shall govern, (b) the terms and provisions of the HTA Plan and

the terms and provisions of the HTA Confirmation Order, the terms and provisions of the HTA

Confirmation Order shall govern and be deemed a modification of the HTA Plan, and (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 under no

circumstances shall the HTA Confirmation Order modify the economic terms set forth herein

absent consent of the Oversight Board.

41.19 Document Retention: From and after the HTA Effective Date, the Debtor may

maintain documents in accordance with standard document retention policy, as may be altered,

amended, modified, or supplemented by the Debtor.

41.20 Immediate Binding Effect: Pursuant to section 944(a) of the Bankruptcy Code,

applicable to the Title III Case pursuant to Section 301 of PROMESA, and notwithstanding

Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the HTA

Effective Date, the terms of the HTA Plan and the Plan Supplement shall be immediately

effective and enforceable and deemed binding on any and all holders of Claims and their

respective successors and assigns, whether or not the Claim of any such holder is impaired under

the HTA Plan and whether or not such holder has accepted the HTA Plan. The releases,

exculpations, and settlements effected under the HTA Plan shall be operative, and subject to

enforcement by the Title III Court, from and after the HTA Effective Date, including pursuant to

the injunctive provisions of the HTA Plan. Once approved, the compromises and settlements

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embodied in the HTA Plan, along with the treatment of any associated Allowed Claims, shall not

be subject to collateral attack or other challenge by any Entity in any court or other forum. As

such, any Entity that opposes the terms of any compromise and settlement set forth in the HTA

Plan must (a) challenge such compromise and settlement prior to confirmation of the HTA Plan

and (b) demonstrate appropriate standing to object and that the subject compromise and

settlement does not meet the standards governing settlements under Bankruptcy Rule 9019 and

other applicable law.

41.21 Additional Documents: On or before the HTA Effective Date, the Oversight

Board may file with Clerk of the Title III Court such agreements and other documents as may be

necessary or appropriate to effectuate and further evidence the terms and conditions of the HTA

Plan. The Debtor and all holders of Claims receiving distributions pursuant to the HTA Plan and

all other parties in interest, from time to time, may prepare, execute, and deliver any agreements

or documents and take any other actions as may be necessary or advisable to effectuate the

provisions and intent of the HTA Plan.

41.22 Reservation of Rights: Except as expressly set forth herein, the HTA Plan shall

have no force or effect unless the Title III Court shall enter the HTA Confirmation Order. None

of the filing of the HTA Plan, any statement or provision contained in the HTA Plan, or the

taking of any action by the Debtor with respect to the HTA Plan, the Disclosure Statement, or the

Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of the

Debtor with respect to the holders of Claims prior to the HTA Effective Date. Except as

expressly set forth herein, the rights and powers of the government of Puerto Rico under the

Commonwealth Constitution and PROMESA, including, without limitation, under Sections 303

and 305 of PROMESA, are expressly reserved (subject to any limitation thereon imposed by the

Commonwealth Constitution, the U.S. Constitution or PROMESA), and nothing herein shall be

deemed a waiver of any such rights and powers.

41.23 Successors and Assigns: Except as expressly provided otherwise in the HTA

Plan, the rights, benefits, and obligations of any Entity named or referred to in the HTA Plan or

the HTA Confirmation Order shall be binding on, and shall inure to the benefit of any heir,

executor, administrator, successor or assign, Affiliate, officer, director, agent, representative,

attorney, beneficiaries, or guardian, if any, of each Entity.

41.24 Notices: All notices, requests to, demands or other document(s) required by the

HTA Plan or the HTA Confirmation Order to be served on or delivered to the Oversight Board,

the Debtor or AAFAF to be effective shall be in writing including by facsimile transmission and

unless otherwise expressly provided herein, shall be deemed to have been duly given or made

when actually delivered or, in the case of notice by facsimile transmission, when received and

telephonically confirmed, addressed as follows:

If to the Oversight Board, to: Financial Oversight and Management Board for Puerto Rico

268 Muñoz Rivera Ave, Suite 1107

San Juan, PR 00918-1813

Attn: Executive Director

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– with a copy to –

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Attn: Martin J. Bienenstock, Esq.

 Brian S. Rosen, Esq.

Tel: (212) 969-3000

Fax: (212) 969-2900

 – and –

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave, Suite 800

San Juan, PR 00918-1813

Attn: Hermann Bauer, Esq.

Tel: (787) 764-8181

Fax: (212) 753-8944

If to the Debtor, to: Puerto Rico Highways and Transportation Authority

c/o Fiscal Agency and Financial Advisory Authority

Roberto Sánchez Vilella (Minillas) Government Center

De Diego Ave. Stop 22

San Juan, Puerto Rico 00907

Attn: Office of the Executive Director

– with a copy to –

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Attn: Martin J. Bienenstock, Esq.

 Brian S. Rosen, Esq.

Tel: (212) 969-3000

Fax: (212) 969-2900

– and –

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave, Suite 800

San Juan, PR 00918-1813

Attn: Hermann Bauer, Esq.

Tel: (787) 764-8181

Fax: (212) 753-8944

– and –

O’MELVENY & MYERS LLP

101

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Seven Times Square

New York, NY 10036

Attn: John Rapisardi, Esq.

 Peter Friedman, Esq.

 Maria J. DiConza, Esq.

Tel: (212) 326-2000

Fax: (212) 326-2061

If to AAFAF, to: Fiscal Agency and Financial Advisory Authority

Roberto Sánchez Vilella (Minillas) Government Center

De Diego Ave. Stop 22

San Juan, Puerto Rico 00907

– with a copy to –

O’MELVENY & MYERS LLP

Seven Times Square

New York, NY 10036

Attn: John Rapisardi, Esq.

 Peter Friedman, Esq.

 Maria J. DiConza, Esq.

Tel: (212) 326-2000

Fax: (212) 326-2061

41.25 Term of Injunctions or Stays: Unless otherwise provided herein or in the HTA

Confirmation Order, all injunctions or stays in effect in the Title III Case (pursuant to sections

105, 362, or 922 of the Bankruptcy Code or any order of the Title III Court) and existing on the

HTA Confirmation Date (excluding any injunctions or stays contained in the HTA Plan or the

HTA Confirmation Order) shall remain in full force and effect until the HTA Effective Date. All

injunctions or stays contained in the HTA Plan or the HTA Confirmation Order shall remain in

full force and effect in accordance with their terms.

41.26 Entire Agreement: Except as otherwise indicated, the HTA Plan supersedes all

previous and contemporaneous negotiations, promises, covenants, agreements, understandings,

and representations on such subjects, all of which have become merged and integrated into the

HTA Plan.

41.27 Plan Supplement: All documents included in the Plan Supplement are

incorporated into and are a part of the HTA Plan as if set forth in full in the HTA Plan. Upon the

filing of the Plan Supplement with the Clerk of the Title III Court, copies of the documents

contained therein shall be made available upon written request to the Oversight Board’s counsel

at the address above or by downloading such documents from https://cases.primeclerk.com/

puertorico/ or the Title III Court’s website, available via PACER. Unless otherwise ordered by

the Title III Court, to the extent any document in the Plan Supplement is inconsistent with the

terms of any part of the HTA Plan that does not constitute the Plan Supplement, such part of the

HTA Plan that does not constitute the Plan Supplement shall control; provided, however, that,

with respect to matters governed by the New HTA Bonds Indenture to the extent that any

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provisions of the HTA Plan are inconsistent with the New HTA Bonds Indenture the New HTA

Bonds Indenture shall control.

Dated: San Juan, Puerto Rico

June 17,August 7, 2022

PUERTO RICO HIGHWAYS AND

TRANSPORTATION AUTHORITY, by and

through the Financial Oversight and Management

Board for Puerto Rico as its representative

By: /s/ David A. Skeel Jr.

Name: David A. Skeel Jr.

Title: Chairman

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EXHIBIT A

SCHEDULE OF AVOIDANCE ACTIONS

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Remaining Adversary Vendors

Vendor Name Vendor Type Adversary Proceeding

No.

GILA LLC Adversary 19‐00354

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EXHIBIT B

SCHEDULE OF INVALIDITY ACTIONS

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Invalidity Actions

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Jefferies LLC,

Adv. Proc. No. 19-00281

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. BNY 

Mellon/POP Sec, Adv. Proc. No. 19-00282

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. First Southwest 

Co., Adv. Proc. No. 19-00283

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 

1E-59E , Adv. Proc. No. 19-00284

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 

1A-100A, Adv. Proc. No. 19-00285

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 

1B-100B, Adv. Proc. No. 19-00286

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 

1C-53C, Adv. Proc. No. 19-00287

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 

1D-73D, Adv. Proc. No. 19-00288

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EXHIBIT C

SCHEDULE OF LIEN CHALLENGE ACTIONS

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Lien Challenge Actions

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Autonomy Master Fund Ltd., Adv. Proc. No.

19-00291

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Cooperativa de Ahorro t Credito de Rincon, Adv.

Proc. No. 19-00292

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Ortiz de la Renta, Adv. Proc. No. 19-00293

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Martinez Sanchez, Adv. Proc. No. 19-00294

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Valdivieso, Adv. Proc. No. 19-00295

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Friedman, Adv. Proc. No. 19-00296

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Blackrock Fin. Mgmt., Adv. Proc. No. 19-00297

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Valdivieso, Adv. Proc. No. 19-00362

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Ambac Assurance Corporation, Adv. Proc. No.

19-00363

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Davidson Kempner Capital Management LP, Adv.

Proc. No. 19-00364

The Special Claims Comm. Of the Fin. Oversight and Mgmt. Board of Puerto Rico and the 

Official Committee of Unsecured Creditors of All Title III Debtors (Other Than COFINA) v. 

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Banco Popular de Puerto Rico, Adv. Proc. No. 19-00365

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EXHIBIT D

SCHEDULE OF CASH FLOW OF NEW HTA BONDS

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EXHIBIT: D

Exhibit: Schedule of Cash Flow of New HTA Bonds:

New HTA CIBs

Fiscal

Year Interest Debt

(7/1) Maturity Principal 5.000% Service

Total 600,000,000.00 1,085,949,250.00 1,685,949,250.00

2023 7/1/23 - 30,000,000.00 30,000,000.00

2024 7/1/24 - 30,000,000.00 30,000,000.00

2025 7/1/25 - 30,000,000.00 30,000,000.00

2026 7/1/26 - 30,000,000.00 30,000,000.00

2027 7/1/27 - 30,000,000.00 30,000,000.00

2028 7/1/28 - 30,000,000.00 30,000,000.00

2029 7/1/29 - 30,000,000.00 30,000,000.00

2030 7/1/30 - 30,000,000.00 30,000,000.00

2031 7/1/31 - 30,000,000.00 30,000,000.00

2032 7/1/32 - 30,000,000.00 30,000,000.00

2033 7/1/33 - 30,000,000.00 30,000,000.00

2034 7/1/34 - 30,000,000.00 30,000,000.00

2035 7/1/35 - 30,000,000.00 30,000,000.00

2036 7/1/36 - 30,000,000.00 30,000,000.00

2037 7/1/37 - 30,000,000.00 30,000,000.00

2038 7/1/38 - 30,000,000.00 30,000,000.00

2039 7/1/39 - 30,000,000.00 30,000,000.00

2040 7/1/40 - 30,000,000.00 30,000,000.00

2041 7/1/41 - 30,000,000.00 30,000,000.00

2042 7/1/42 - 30,000,000.00 30,000,000.00

2043 7/1/43 - 30,000,000.00 30,000,000.00

2044 7/1/44 - 30,000,000.00 30,000,000.00

2045 7/1/45 - 30,000,000.00 30,000,000.00

2046 7/1/46 - 30,000,000.00 30,000,000.00

2047 7/1/47 - 30,000,000.00 30,000,000.00

2048 7/1/48 - 30,000,000.00 30,000,000.00

2049 7/1/49 - 30,000,000.00 30,000,000.00

2050 7/1/50 - 30,000,000.00 30,000,000.00

2051 7/1/51 - 30,000,000.00 30,000,000.00

2052 7/1/52 - 30,000,000.00 30,000,000.00

2053 7/1/53 14,190,000.00 30,000,000.00 44,190,000.00

2054 7/1/54 53,125,000.00 29,290,500.00 82,415,500.00

2055 7/1/55 55,785,000.00 26,634,250.00 82,419,250.00

2056 7/1/56 58,575,000.00 23,845,000.00 82,420,000.00

2057 7/1/57 61,500,000.00 20,916,250.00 82,416,250.00

2058 7/1/58 64,575,000.00 17,841,250.00 82,416,250.00

2059 7/1/59 67,805,000.00 14,612,500.00 82,417,500.00

2060 7/1/60 71,195,000.00 11,222,250.00 82,417,250.00

2061 7/1/61 74,755,000.00 7,662,500.00 82,417,500.00

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2062 7/1/62 78,495,000.00 3,924,750.00 82,419,750.00

*Deemed Issuance Date is 7/1/2022

New HTA CABs

Fiscal

Year Initial Accreted Value at each Maturity

(7/1) Maturity Principal Redemption Date (2) Value (3)

Total 237,955,868.13 334,856,647.24 389,919,000.00

2023 7/1/23 - - -

2024 7/1/24 - - -

2025 7/1/25 25,289,588.80 29,327,916.80 41,440,000.00

2026 7/1/26 22,310,860.93 27,183,444.45 36,559,000.00

2027 7/1/27 25,083,317.54 32,108,471.38 41,102,000.00

2028 7/1/28 28,817,559.67 38,756,163.54 47,221,000.00

2029 7/1/29 35,543,345.34 50,221,494.18 58,242,000.00

2030 7/1/30 35,310,832.47 52,419,172.95 57,861,000.00

2031 7/1/31 33,610,009.98 52,419,983.94 55,074,000.00

2032(1) 7/1/32 31,990,353.40 52,420,000.00 52,420,000.00

(1) Stated maturity; not a sinking fund redemption

(2) Equals the initial principal amount plus accreted interest to each sinking fund redemption date

(3) Equals the total accreted value that would be represented by the portion of the bonds being redeemed

if held to maturity

*Deemed Issuance Date is 7/1/2022

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New HTA CCABs

Fiscal (a) (b) (c = a + b)

Year Initial Maturity CCAB CCAB

(7/1) Maturity Principal Value Interest (2) Debt Service

Total 407,044,597.57 666,991,000.00 419,638,900.00 1,086,629,900.00

2023 7/1/23 - - - -

2024 7/1/24 - - - -

2025 7/1/25 - - - -

2026 7/1/26 - - - -

2027 7/1/27 - - - -

2028 7/1/28 - - - -

2029 7/1/29 - - - -

2030 7/1/30 - - - -

2031 7/1/31 - - - -

2032 7/1/32 - - - -

2033 7/1/33 11,637,848.90 19,070,000.00 33,349,550.00 52,419,550.00

2034 7/1/34 12,220,046.48 20,024,000.00 32,396,050.00 52,420,050.00

2035 7/1/35 12,830,926.75 21,025,000.00 31,394,850.00 52,419,850.00

2036 7/1/36 13,472,320.52 22,076,000.00 30,343,600.00 52,419,600.00

2037 7/1/37 14,146,058.60 23,180,000.00 29,239,800.00 52,419,800.00

2038 7/1/38 14,853,361.53 24,339,000.00 28,080,800.00 52,419,800.00

2039 7/1/39 15,596,060.12 25,556,000.00 26,863,850.00 52,419,850.00

2040 7/1/40 16,375,985.18 26,834,000.00 25,586,050.00 52,420,050.00

2041 7/1/41 17,194,967.52 28,176,000.00 24,244,350.00 52,420,350.00

2042 7/1/42 18,054,837.95 29,585,000.00 22,835,550.00 52,420,550.00

2043 7/1/43 18,957,427.28 31,064,000.00 21,356,300.00 52,420,300.00

2044 7/1/44 19,905,176.59 32,617,000.00 19,803,100.00 52,420,100.00

2045 7/1/45 20,900,526.96 34,248,000.00 18,172,250.00 52,420,250.00

2046 7/1/46 21,945,309.20 35,960,000.00 16,459,850.00 52,419,850.00

2047 7/1/47 23,042,574.66 37,758,000.00 14,661,850.00 52,419,850.00

2048 7/1/48 24,194,764.42 39,646,000.00 12,773,950.00 52,419,950.00

2049 7/1/49 25,404,319.56 41,628,000.00 10,791,650.00 52,419,650.00

2050 7/1/50 26,674,901.70 43,710,000.00 8,710,250.00 52,420,250.00

2051 7/1/51 28,008,341.65 45,895,000.00 6,524,750.00 52,419,750.00

2052 7/1/52 29,408,911.30 48,190,000.00 4,230,000.00 52,420,000.00

2053(1) 7/1/53 22,219,930.70 36,410,000.00 1,820,500.00 38,230,500.00

(1) Stated maturity; not a sinking fund redemption

(2) New HTA CCAB conversion date is 7/1/2032

*Deemed Issuance Date is 7/1/2022

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Aggregate Debt Service Cash Flows

Fiscal CAB

Year CIB Accreted Value at each CCAB Total

(7/1) Maturity Debt Service Redemption Date Debt Service Debt Service

Total 1,685,949,250.00 334,856,647.24 1,086,629,900.00 3,107,435,797.24

2023 7/1/23 30,000,000.00 - - 30,000,000.00

2024 7/1/24 30,000,000.00 - - 30,000,000.00

2025 7/1/25 30,000,000.00 29,327,916.80 - 59,327,916.80

2026 7/1/26 30,000,000.00 27,183,444.45 - 57,183,444.45

2027 7/1/27 30,000,000.00 32,108,471.38 - 62,108,471.38

2028 7/1/28 30,000,000.00 38,756,163.54 - 68,756,163.54

2029 7/1/29 30,000,000.00 50,221,494.18 - 80,221,494.18

2030 7/1/30 30,000,000.00 52,419,172.95 - 82,419,172.95

2031 7/1/31 30,000,000.00 52,419,983.94 - 82,419,983.94

2032 7/1/32 30,000,000.00 52,420,000.00 - 82,420,000.00

2033 7/1/33 30,000,000.00 - 52,419,550.00 82,419,550.00

2034 7/1/34 30,000,000.00 - 52,420,050.00 82,420,050.00

2035 7/1/35 30,000,000.00 - 52,419,850.00 82,419,850.00

2036 7/1/36 30,000,000.00 - 52,419,600.00 82,419,600.00

2037 7/1/37 30,000,000.00 - 52,419,800.00 82,419,800.00

2038 7/1/38 30,000,000.00 - 52,419,800.00 82,419,800.00

2039 7/1/39 30,000,000.00 - 52,419,850.00 82,419,850.00

2040 7/1/40 30,000,000.00 - 52,420,050.00 82,420,050.00

2041 7/1/41 30,000,000.00 - 52,420,350.00 82,420,350.00

2042 7/1/42 30,000,000.00 - 52,420,550.00 82,420,550.00

2043 7/1/43 30,000,000.00 - 52,420,300.00 82,420,300.00

2044 7/1/44 30,000,000.00 - 52,420,100.00 82,420,100.00

2045 7/1/45 30,000,000.00 - 52,420,250.00 82,420,250.00

2046 7/1/46 30,000,000.00 - 52,419,850.00 82,419,850.00

2047 7/1/47 30,000,000.00 - 52,419,850.00 82,419,850.00

2048 7/1/48 30,000,000.00 - 52,419,950.00 82,419,950.00

2049 7/1/49 30,000,000.00 - 52,419,650.00 82,419,650.00

2050 7/1/50 30,000,000.00 - 52,420,250.00 82,420,250.00

2051 7/1/51 30,000,000.00 - 52,419,750.00 82,419,750.00

2052 7/1/52 30,000,000.00 - 52,420,000.00 82,420,000.00

2053 7/1/53 44,190,000.00 - 38,230,500.00 82,420,500.00

2054 7/1/54 82,415,500.00 - - 82,415,500.00

2055 7/1/55 82,419,250.00 - - 82,419,250.00

2056 7/1/56 82,420,000.00 - - 82,420,000.00

2057 7/1/57 82,416,250.00 - - 82,416,250.00

2058 7/1/58 82,416,250.00 - - 82,416,250.00

2059 7/1/59 82,417,500.00 - - 82,417,500.00

2060 7/1/60 82,417,250.00 - - 82,417,250.00

2061 7/1/61 82,417,500.00 - - 82,417,500.00

2062 7/1/62 82,419,750.00 - - 82,419,750.00

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EXHIBIT E

SUBORDINATED INDEBTEDNESS PAYMENT TERMS

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Principal Interest Agg. Loan Payments

Total 362,000,000.00 173,538,404.20 535,538,404.20

7/1/23 10,763,135.00 11,714,722.22 22,477,857.22

7/1/24 9,447,509.00 8,780,921.63 18,228,430.63

7/1/25 4,810,622.00 8,544,733.90 13,355,355.90

7/1/26 5,197,995.00 8,424,468.35 13,622,463.35

7/1/27 5,600,394.00 8,294,518.48 13,894,912.48

7/1/28 6,018,302.00 8,154,508.63 14,172,810.63

7/1/29 6,452,216.00 8,004,051.08 14,456,267.08

7/1/30 6,902,647.00 7,842,745.68 14,745,392.68

7/1/31 7,370,121.00 7,670,179.50 15,040,300.50

7/1/32 7,855,180.00 7,485,926.48 15,341,106.48

7/1/33 8,358,382.00 7,289,546.98 15,647,928.98

7/1/34 8,880,300.00 7,080,587.43 15,960,887.43

7/1/35 9,421,525.00 6,858,579.93 16,280,104.93

7/1/36 9,982,665.00 6,623,041.80 16,605,706.80

7/1/37 10,564,346.00 6,373,475.18 16,937,821.18

7/1/38 11,167,211.00 6,109,366.53 17,276,577.53

7/1/39 11,791,923.00 5,830,186.25 17,622,109.25

7/1/40 12,439,163.00 5,535,388.18 17,974,551.18

7/1/41 13,109,633.00 5,224,409.10 18,334,042.10

7/1/42 13,804,055.00 4,896,668.28 18,700,723.28

7/1/43 14,523,171.00 4,551,566.90 19,074,737.90

7/1/44 15,267,745.00 4,188,487.63 19,456,232.63

7/1/45 16,038,563.00 3,806,794.00 19,845,357.00

7/1/46 16,836,434.00 3,405,829.93 20,242,263.93

7/1/47 17,662,190.00 2,984,919.08 20,647,109.08

7/1/48 18,516,687.00 2,543,364.33 21,060,051.33

7/1/49 19,400,805.00 2,080,447.15 21,481,252.15

7/1/50 20,315,451.00 1,595,427.03 21,910,878.03

7/1/51 21,261,555.00 1,087,540.75 22,349,095.75

7/1/52 22,240,075.00 556,001.88 22,796,076.88

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EXHIBIT F

SCHEDULE OF PREEMPTED STATUTES

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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

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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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Document comparison by Workshare 9.5 on Friday, August 5, 2022 1:44:29 PM

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Document 1 ID

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Document 2 ID \\na.proskauer.com\firm\Home\CH1\10109\Desktop\HTA

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Description \\na.proskauer.com\firm\Home\CH1\10109\Desktop\HTA

Title III Plan (As Filed 8.7.22).DOCX

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