Exhibit C

Proposed Order

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Exhibit C Page 1 of 10
UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

-------------------------------------------------------------x

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

 Debtors.1

-------------------------------------------------------------x

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 EMPLOYEES RETIREMENT 

SYSTEM OF THE GOVERNMENT OF THE 

COMMONWEALTH OF PUERTO RICO (“ERS”),

 Debtor.2

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 3566-LTS

(Joint Administration Requested)

This Order relates only to ERS and 

HTA and shall be filed in the lead 

Case No. 17 BK 3283-LTS, Case No. 

17 BK 3566-LTS (ERS) and Case No. 

17 BK 3567-LTS (HTA).

 1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number 

listed as a bankruptcy case number due to software limitations 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); and (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case 

No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474).

2 The last four (4) digits of ERS’s federal tax identification number are 9686.

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-------------------------------------------------------------x 

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

THE PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY (“HTA”),

 Debtor.3

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 3567-LTS

(Joint Administration Requested)

This Order relates only to ERS and 

HTA and shall be filed in the lead 

Case No. 17 BK 3283-LTS, Case No. 

17 BK 3566-LTS (ERS) and Case No. 

17 BK 3567-LTS (HTA).

Re: ECF No. ____

ORDER AUTHORIZING EMPLOYMENT 

AND PAYMENT OF EPIQ BANKRUPTCY SOLUTIONS, LLC AS

SERVICE AGENT, NUNC PRO TUNC TO THE PETITION DATE

Upon the Application of the Debtors for Entry of an Order Authorizing Employment and 

Payment of Epiq Bankruptcy Solutions, LLC as Service Agent, Nunc Pro Tunc to the Petition 

Date (the “Application”)4 filed by the Commonwealth of Puerto Rico (the “Commonwealth”), 

the Puerto Rico Sales Tax Financing Corporation (“COFINA”), the Puerto Rico Highways and 

Transportation Authority (“HTA”), and the Employees Retirement System of the Government of 

the Commonwealth of Puerto Rico (the “ERS,” and together with the Commonwealth, COFINA, 

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

Puerto Rico, as the Debtors’ representative pursuant to PROMESA section 315(b); and the Court 

having found it has subject matter jurisdiction over this matter pursuant to section 306(a) of 

PROMESA; and it appearing that venue in this district is proper pursuant to section 307(a) of 

PROMESA; and the Court having found that the Debtors provided adequate and appropriate 

 3 The last four (4) digits of HTA’s federal tax identification number are 3808.

4 Capitalized terms used but not defined in this Order have the meanings used in the Application.

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notice of the Application under the circumstances and that no other or further notice is required; 

and the Court having reviewed the Application and having heard the statements of counsel in 

support of the Application at a hearing held before the Court (the “Hearing”); and upon the 

McGuinness Declaration submitted in support of the Application; and the Court having 

determined that the legal and factual bases set forth in the Application and at the Hearing 

establish just cause for the relief granted herein; and any objections to the relief requested herein 

having been withdrawn or overruled on the merits; and upon the record herein, after due 

deliberation thereon, the Court having found that good and sufficient cause exists for the 

granting of the relief as set forth herein,

THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Application is granted as set forth herein. 

2. The Debtors are authorized and required to pay Epiq as Service Agent effective 

nunc pro tunc to the HTA/ERS Petition Date, all amounts arising under the Engagement

Agreement, and Epiq is authorized and directed to perform the Services. The Clerk’s office shall 

provide Epiq with ECF credentials that allow Epiq to receive ECF notifications and file 

certificates of service.

3. In connection with performing the Services, Epiq is authorized to take direction 

from the Oversight Board and the Debtors and each of their respective representatives, 

employees, agents, and/or legal and financial professionals (collectively, the “Debtor Parties”);

provided, however, that in the case of a conflict, the direction of the Oversight Board and its 

representatives, employees, agents, and professionals shall control. Epiq may rely upon any 

requests, advice, or information provided by the Debtor Parties to the same extent as if such 

requests, advice, or information were provided by the Debtors or the Oversight Board.

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4. Subject to the terms of this Order, the applicable provisions of PROMESA, the 

Bankruptcy Code, and the Bankruptcy Rules, and any other applicable orders of the Court, the

Debtors are authorized to compensate Epiq in accordance with the terms of the Engagement 

Agreement upon the receipt of reasonably detailed invoices setting forth the services provided by 

Epiq and the rates charged for each, and to reimburse Epiq for all reasonable and necessary 

expenses it may incur, upon the presentation of appropriate documentation without the need for 

Epiq to file fee applications or otherwise seek Court approval for the compensation of its 

services and reimbursement of its expenses.

5. Epiq shall use its best efforts to avoid any duplication of services provided by any 

other agent retained by the Oversight Board or the Debtors in the HTA/ERS Title III Cases.

6. Epiq shall maintain records of all services showing dates, categories of services, 

fees charged, and expenses incurred, and shall serve monthly invoices on AAFAF, the Oversight 

Board, counsel for AAFAF, counsel for the Oversight Board, counsel for any statutory

committee monitoring the expenses of the Debtors, and any party in interest who specifically 

requests service of the monthly invoices. 

7. Subject to entry of this Order, the applicable provisions of PROMESA, the 

Bankruptcy Code, and the Bankruptcy Rules, and any other applicable orders of this Court, all 

invoices shall be due and payable upon receipt. 

8. The parties shall meet and confer in an attempt to resolve any dispute that may 

arise relating to the Engagement Agreement or monthly invoices; provided that the parties may 

seek resolution of the matter from the Court if resolution is not achieved. 

9. Pursuant to Bankruptcy Code section 503(b)(1), made applicable by PROMESA 

section 301(a), the fees and expenses of Epiq under this Order shall be an administrative expense 

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of the Debtors.

10. In case of a good faith dispute with respect to an invoice amount, the Debtors or 

the Oversight Board shall provide a detailed written notice of such dispute to Epiq within ten 

(10) days of receipt of the invoice. Subject to the terms of this Order, the applicable provisions 

of PROMESA, the Bankruptcy Code, and the Bankruptcy Rules, and any other applicable order 

of the Court, the undisputed portion of the invoice will remain due and payable immediately 

upon receipt thereof.

11. The Debtors shall (a) pay any fees and expenses for Services relating to, arising 

out of, or resulting from any error or omission made by the Debtors, the Oversight Board, or the 

Debtor Parties and (b) pay or reimburse any taxes that are applicable to Services performed 

hereunder or that are measured by payments made hereunder and are required to be collected by 

Epiq.

12. If the employment relationship of Epiq is terminated pursuant to the Engagement 

Agreement, the Debtors shall remain liable for all amounts then accrued and/or due and owing to 

Epiq hereunder. 

13. Upon entry of this Order, the Debtors shall pay Epiq a retainer of $25,000 that 

may be held by Epiq as security for the Debtors’ payment obligations under the Engagement 

Agreement. Epiq shall be entitled to hold the Retainer until the termination of the Engagement 

Agreement. Following termination of the Engagement Agreement, Epiq shall return to the Debtors

any amount of the Retainer that remains following application of the Retainer to the payment of 

unpaid invoices.

14. Epiq reserves the right to make reasonable increases to the Rate Structure on an 

annual basis effective on the first business day of each year. If such annual increases represent 

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an increase greater than 10% from the previous year’s levels, Epiq shall provide 60 days’ notice 

to the Debtors of such increases. 

15. Epiq reserves all property rights in and to all materials, concepts, creations, 

inventions, works of authorship, improvements, designs, innovations, ideas, discoveries, knowhow, techniques, programs, systems, specifications, applications, processes, routines, manuals, 

documentation, and any other information or property (collectively, “Property”) furnished by 

Epiq for itself or for use by the Oversight Board or the Debtors under the Engagement 

Agreement. Fees and expenses paid by the Debtors shall not vest in the Debtors any rights in 

such Property. Such Property is only being made available for the Oversight Board or the 

Debtors’ use during and in connection with the Services provided by Epiq hereunder. 

16. While providing the Services, Epiq shall comply with all applicable laws, rules, 

and regulations, as well as all applicable Oversight Board policies and rules, including without 

limitation the Oversight Board’s Vendor Code of Conduct and Vendor Conflict of Interest 

Disclosure Certification, attached as an exhibit to the Engagement Agreement.

17. Epiq is authorized to take such other action to comply with all duties set forth in 

the Application.

18. The Debtors shall indemnify and hold harmless Epiq and its members, directors, 

officers, employees, representatives, affiliates, consultants, subcontractors, and agents 

(collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, 

judgments, liabilities, and expenses, whether direct or indirect (including, without limitation, 

counsel fees and expenses) (collectively, “Losses”) resulting from, arising out of, or related to 

Epiq’s performance under the Engagement Agreement. Without limiting the generality of the 

foregoing, Losses include any liabilities resulting from claims by any third parties against any 

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Indemnified Party, provided however, that any indemnification obligations will only be with 

respect to tasks performed in accordance with the terms of the Engagement Agreement. The 

Debtors’ indemnification obligations shall survive the termination of the Engagement Agreement 

until the expiration of all applicable statutes of limitation with respect to Epiq’s liabilities.

19. Epiq shall not be entitled to indemnification, contribution, or reimbursement for 

services other than the services provided under the Engagement Agreement, unless such services 

and the indemnification, contribution, or reimbursement therefor are approved by the Court.

20. The Debtors shall have no obligation to indemnify the Indemnified Parties, or 

provide contribution or reimbursement to the Indemnified Parties, for any losses, claims, 

damages, judgments, liabilities, and expenses resulting solely from Epiq’s gross negligence or 

willful misconduct. Furthermore, Epiq and the Debtors shall notify each other in writing 

promptly upon the assertion, threat, or commencement of any claim, action, investigation, or 

proceeding that either party becomes aware of with respect to the services rendered under the 

Engagement Agreement.

21. If, before the earlier of (a) the entry of an order confirming a plan of adjustment in 

the HTA/ERS Title III Cases (that order having become a final order no longer subject to appeal) 

or (b) the entry of an order closing the HTA/ERS Title III Cases, Epiq believes that it is entitled 

to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, 

contribution, and/or reimbursement obligations under the Engagement Agreement (as modified 

by this Order), including the advancement of defense costs, Epiq must file an application therefor 

in this Court, and the Debtors may not pay any such amounts to Epiq before the entry of an order 

by this Court approving the payment. This paragraph is intended only to specify the period of 

time under which the Court shall have jurisdiction over any request for fees and expenses by 

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Epiq for indemnification, contribution, or reimbursement, and not a provision limiting the 

duration of the Debtors’ obligation to indemnify Epiq. All parties in interest shall retain the right 

to object to any demand by Epiq for indemnification, contribution, or reimbursement.

22. The Debtors and the Oversight Board are responsible for, and Epiq does not 

verify, the accuracy of the programs, data, and other information provided by such party to Epiq

and for the output of such information. The party delivering such information agrees, represents,

and warrants to Epiq that before delivery of any information to Epiq: (a) the party delivering 

such information has full authority to deliver such information to Epiq; and (b) Epiq is 

authorized to use such information to perform the Services. Any data, storage media, programs,

or other materials furnished to Epiq by the Debtors or the Oversight Board may be retained by 

Epiq until the Services provided under the Engagement Agreement are paid in full. The Debtors 

shall remain liable for all fees and expenses incurred by Epiq under the Engagement Agreement 

as a result of data, storage media, or other materials maintained, stored, or disposed of by Epiq. 

Any such disposal shall be in a manner requested by or acceptable to the Debtors and the 

Oversight Board; provided that if the Debtors and the Oversight Board have not utilized Epiq’s 

Services for a period of 90 days or more, Epiq may dispose of any such materials, and be 

reimbursed by the Debtors for the expense of such disposition, after giving the Debtors and the 

Oversight Board 30 days’ notice. The Debtors and the Oversight Board agree to initiate and 

maintain backup files that would allow the Debtors and the Oversight Board to regenerate or 

duplicate all programs, data, or information provided by the Debtors and the Oversight Board to 

Epiq. Disposal of any Debtors or Oversight Board data, storage media, or other materials shall 

comply with any applicable court orders and rules or the Clerk’s office instructions.

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23. In the event Epiq is unable to provide the services set out in this Order, Epiq will 

immediately notify the Clerk and counsel to the Oversight Board.

24. Epiq shall not cease providing the Services during the HTA/ERS Title III Cases

for any reason without prior order of the Court authorizing Epiq to do so; provided that Epiq may 

seek such an order on expedited notice by filing a request with the Court with notice of such 

request to be served on the Oversight Board, the Debtors, the U.S. Trustee, and any statutory

committee of creditors appointed, if any, in these cases by facsimile or overnight delivery; 

provided, further, that except as expressly provided herein, the Debtors and Epiq may otherwise 

terminate or suspend other services as provided under the Engagement Agreement. 

25. The Debtors and Epiq are authorized to take all actions necessary to effectuate the 

relief granted pursuant to this Order in accordance with the Application and Engagement

Agreement.

26. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order 

shall be immediately effective and enforceable upon its entry.

27. In the event of any inconsistency between this Order, the Engagement Agreement, 

and the Application, this Order shall govern.

28. Notwithstanding any term in the Engagement Agreement to the contrary, this 

Court shall retain jurisdiction to hear and determine all matters arising from or related to the 

implementation, interpretation, or enforcement of this Order.

Dated: , 2017

San Juan, Puerto Rico Honorable Laura Taylor Swain

United States District Judge

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