Exhibit F

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Exhibit F Page 1 of 16
CONFIDENTIALITY, COOPERATION, AND NON-DISCLOSURE AGREEMENT

This Confidentiality, Cooperation, and Non-Disclosure Agreement, effective as of March

5, 2018 (the “Effective Date”), is entered into by and between the Special Investigation Committee 

(the “Special Investigation Committee”) of the Financial Oversight and Management Board for 

Puerto Rico (“FOMB”) established under the Puerto Rico Oversight, Management, and Economic 

Stability Act (the “PROMESA”), on the one hand, and the Official Committee of Unsecured 

Creditors for certain of the Title III Debtors1(the “Creditors’ Committee”) and its members and 

advisors that are signatories hereto or that have signed the Acknowledgment attached as 

Schedule 1 hereto, on the other hand (collectively, the “Creditors’ Committee Parties” and together 

with the Special Investigation Committee, the “Parties”).

WHEREAS the Special Investigation Committee has initiated an investigation (the 

“Investigation”) pursuant to Section 3 of the Procedures Adopted by the Financial Oversight and 

Management Board for Puerto Rico for Conducting Investigations Pursuant to the Puerto Rico 

Oversight, Management, and Economic Stability Act (the “PROMESA Investigative 

Procedures”);

WHEREAS the Special Investigation Committee engaged the law firm of Kobre & Kim 

LLP (the “Investigator”) to carry out the Investigation and publish a report of its findings (the 

“Investigative Report”);

WHEREAS the conduct of, and materials obtained and/or generated regarding the 

Investigation are non-public pursuant to Section 3.3 of the PROMESA Investigative Procedures, 

 

1 The “Title III Debtors” include: (i) the Commonwealth of Puerto Rico (Bankruptcy Case No. 17-BK-3283 (LTS)); 

(ii) the Puerto Rico Sales Tax Financing Corporation (Bankruptcy Case No. 17-BK-3284 (LTS)); (iii) the Puerto Rico 

Highways and Transportation Authority (Bankruptcy Case No. 17-BK-3567 (LTS)); (iv) the Employees Retirement 

System of the Government of the Commonwealth of Puerto Rico (Bankruptcy Case No. 17-BK-3566 (LTS)); and 

(v) the Puerto Rico Electric Power Authority (Bankruptcy Case No. 17-BK-4780 (LTS)).

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unless otherwise determined by the Special Investigation Committee pursuant to Section 10.3 of 

the PROMESA Investigative Procedures; 

WHEREAS the Parties share a common interest in the Investigation being conducted in an 

objective, thorough and expedient manner;

WHEREAS each of the Parties has concluded independently and continues to believe that

the sharing of information as set forth herein with each other will preserve, protect and advance 

that common interest;

WHEREAS, because of this common interest, the Parties agree that the sharing of 

information as set forth herein is in their interests and is necessary to accomplish certain purposes 

for which the Creditors’ Committee and the Special Investigation Committee have consulted, 

appointed and retained their respective counsel;

WHEREAS certain other parties have requested, or may in the future request, access to 

documents and materials collected by the Investigator in connection with the Investigation, which 

requests the Investigator may grant in its sole discretion;

WHEREAS disclosure of the conduct of the Investigation or of any materials or 

information relating to the Investigation could interfere with the Investigator’s ability to conduct 

an objective and thorough investigation, unless such disclosure is made pursuant to the terms 

hereof;

WHEREAS none of the Parties intend to waive the protection of the attorney work product 

doctrine, the attorney-client privilege, or any other privilege by sharing materials and information 

with any of the other Parties;

WHEREAS the Special Investigation Committee has issued subpoenas for the production 

of documents to Santander Securities LLC, Santander Asset Management LLC, Santander 

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Bancorp, Popular, Inc., Popular Securities LLC, Banco Popular de Puerto Rico (collectively, the 

“Santander and Popular Entities”).

WHEREAS each of the Santander and Popular Entities has agreed (a) to produce to the 

Special Investigation Committee logs of documents responsive to the aforementioned subpoenas 

that are subject to a claim of privilege, and (b) that such logs, together with any non-privileged 

documents produced to the Special Investigation Committee, may be shared with the Creditors’ 

Committee. 

NOW THEREFORE, the Special Investigation Committee on the one hand, and each of 

the Creditors’ Committee Parties, on the other hand, hereby agree as follows: 

1. The recitals set forth above are hereby incorporated into this Confidentiality,

Cooperation, and Non-Disclosure Agreement (the “Agreement”). 

2. The following terms shall have the following indicated meanings:

a. “Advisors” shall include counsel, financial advisors, and other professionals of the

Creditors’ Committee, the Investigator or the Special Investigation Committee.

b. “Confidential Discovery Material” shall mean Third-Party Discovery Material

(defined below) or Voluntary Third-Party Discovery Material (defined below) that

has been designated by a Disclosing Witness as containing Confidential

Information.

c. “Confidential Information” means any non-public materials or information

produced, provided, given or exchanged by a Disclosing Party (defined below),

previously or in the future, in writing, orally or by inspection of tangible objects

(including without limitation, Investigation Information, documents, business

plans, source code, software, documentation, financial analyses, marketing plans,

customer names, customer lists, customer data, product plans, products, services,

inventions, processes, designs, drawings, engineering or hardware configuration

information, know-how, trade secrets, or any other proprietary or business

information), or which is designated by a Disclosing Party in good faith as

“Confidential.” Confidential Information does not include material or information

that (a) is or becomes publicly available other than as a result of a disclosure by any

Receiving Party (as defined below) or any of its Representatives (as defined below)

or Advisors (defined below) in breach of a confidentiality obligation, (b) is or

becomes available to the Receiving Party or any of its Representatives or Advisors

on a non-confidential basis from a source not known to the Receiving Party (who

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shall have no duty of investigation in this regard) to be subject to any prohibition 

from disclosing such information to the Receiving Party, (c) is independently 

developed by the Receiving Party or any of its Representatives or Advisors without 

violating its obligations hereunder, or (d) is disclosed or is required to be disclosed 

by law, rule, regulation or legal process.

d. “Disclosing Party” means a Party to this Agreement that is producing or sharing

material or information to another Party to this Agreement pursuant to the terms 

and conditions hereof.

e. “Disclosing Witness” shall mean any person or entity (other than an official 

committee in the Title III Cases) that produces or provides material or information 

to the Special Investigation Committee or the Investigator in connection with the 

Investigation.

f. “Highly Confidential Discovery Material” shall mean Third-Party Discovery 

Material (defined below) or Voluntary Third-Party Discovery Material (defined 

below) that has been designated by a Disclosing Witness as “Highly Confidential”

by reason of such material containing attorney-client communications, attorney

work product or other privileged information.

g. “Investigation Information” means any materials or information relating to the 

Investigation, including, but not limited to, Third-Party Discovery Material, 

Voluntary Third-Party Discovery Material, the nature or scope of any requests

propounded by the Investigator upon any party, any communication with the 

Investigator, any other materials or information relating to the Investigation that 

any of the Creditors’ Committee Parties provides to the Investigator or that the 

Investigator provides to any of the Creditors’ Committee Parties.

h. “Professionals’ Eyes Only Discovery Material” shall mean Third-Party Discovery 

Material or Voluntary Third-Party Discovery Material that has been designated by 

a Disclosing Witness as “Professionals’ Eyes Only,” “Attorneys’ Eyes Only,” or 

some similar designation by reason of the designating party’s reasonable good faith 

belief that such material contains (i) proprietary information related to the 

designating party’s previous, existing or ongoing business operations for which 

restricted access is necessary to prevent a risk of competitive harm to the 

designating party in the ongoing operation of its business, or (ii) non-privileged 

internal analyses regarding the treatment and/or valuation of existing or potential 

claims.

i. “Puerto Rico Financial Institutions” shall have the same meaning as defined in the 

Motion of Official Committee of Unsecured Creditors for Order, Under Bankruptcy 

Rule 2004, Authorizing Discovery Program With Respect to Certain Causes of 

Puerto Rico Financial Crisis [Bankruptcy Case No. 17-BK-03283 (LTS) (D.P.R. 

July 21, 2017); Docket No. 706]. For the avoidance of doubt, the Puerto Rico 

Financial Institutions are Santander Securities LLC, Santander Asset Management 

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LLC, Banco Santander Puerto Rico, Popular, Inc., Popular Securities LLC, Banco 

Popular de Puerto Rico, and the Government Development Bank for Puerto Rico.

j. “Receiving Party” means the Party that is receiving, or that is being granted access 

to, material or information from a Disclosing Party.

k. “Representatives” shall include affiliates, directors, officers, partners, members, 

and employees.

l. “Third Party Discovery Material” shall mean materials produced or provided by a 

Disclosing Witness in response to a subpoena issued by the Special Investigation 

Committee in connection with the Investigation, including sworn testimony. For 

the avoidance of doubt, Third Party Discovery Material shall not include any of the 

Investigator’s work product related to or generated in connection with Third Party 

Discovery Material.

m. “Voluntary Third Party Discovery Material” shall mean materials provided 

voluntarily by a Disclosing Witness (i.e., not in response to a subpoena issued by 

the Special Investigation Committee in connection with the Investigation). For the 

avoidance of doubt, Third Party Discovery Material shall not include any of the 

Investigator’s work product related to or generated in connection with Voluntary

Third Party Discovery Material.

Investigation Document Depository; Cooperation

3. The Investigator shall arrange for the Creditors’ Committee to have access, through 

the internet, to a centralized document depository for the Investigation (the “Investigation 

Document Depository”), subject to the following provisions.

a. The Creditors’ Committee shall have access to Voluntary Third-Party Discovery 

Material if (i) such Voluntary Third-Party Discovery Material has not been 

designated Confidential, Highly Confidential, or Professionals’ Eyes Only by that 

Disclosing Witness, (ii) such Voluntary Third-Party Discovery Material has been 

made publicly available, (iii) the Disclosing Witness has expressly authorized in 

writing the Investigator to share such Voluntary Third-Party Discovery Material 

with the Creditors’ Committee, or (iv) the Disclosing Witness has waived any 

applicable confidentiality restrictions related to such Voluntary Third-Party 

Discovery Material.

b. The Creditors’ Committee shall have access to Third-Party Discovery Material that 

has been designated as Confidential Discovery Material, Highly Confidential 

Discovery Material, and/or Professionals’ Eyes Only Discovery Material; provided

that, Highly Confidential Discovery Material or Professionals’ Eyes Only 

Discovery Material shall be stored in the Investigation Document Depository in a 

manner such that it is accessible only to the Creditors’ Committee’s Advisors that 

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are signatories hereto. The Creditors’ Committee’s Advisors shall not disclose such 

Highly Confidential Discovery Material or Professionals’ Eyes Only Discovery 

Material to any individual member of the Creditors’ Committee.

c. The Investigation Document Depository shall hold Third-Party Discovery Material

and Voluntary Third-Party Discovery Material in the form in which it was produced 

to the Investigator. The Investigator shall not be responsible for loading any ThirdParty Discovery Material or Voluntary Third-Party Discovery Material onto any 

other electronic platform or application, or for processing or formatting any ThirdParty Discovery Material or Voluntary Third-Party Discovery Material in any way. 

The Creditors’ Committee shall have the ability to download Third Party Discovery 

Material and Voluntary Third Party Discovery Material to which the Creditors’ 

Committee is permitted access hereunder in the form in which such material was 

produced to the Investigator, including for the purpose of the Creditors’ Committee 

establishing its own document review platform, subject in all cases to the conditions 

and restrictions on the use of such material as set forth herein. 

d. Those persons who have identified themselves in writing as duly authorized 

representatives of the Creditors’ Committee to the satisfaction of the Investigator

shall be given an account and password that will enable them to have access to all 

of the Voluntary Third Party Discovery Material and Third-Party Discovery 

Material in the Investigation Document Depository to which they are permitted 

access under the terms of this Agreement and subject in all cases to the conditions 

and restrictions on the use of such material as set forth herein.

e. If Professionals’ Eyes Only Discovery Material or Highly Confidential Discovery 

Material is produced to the Investigator without being clearly electronically 

segregated and identified as “Professionals’ Eyes Only” or “Highly Confidential,” 

the Investigator shall not be responsible for identifying or electronically separating 

and removing such Professionals’ Eyes Only Discovery Material or Highly 

Confidential Discovery Material from the production in which they were 

commingled before depositing such productions into the Investigation Document 

Depository.

f. The Special Investigation Committee and Investigator reserve the right to grant 

access to the Investigation Document Depository to persons or entities other than 

the Creditors’ Committee consistent with the terms herein.

4. Notwithstanding anything to the contrary contained herein, neither the Special 

Investigation Committee nor the Investigator shall have any obligation to make available to the 

Creditors’ Committee or any other individual or entity, through the Investigation Document 

Depository or otherwise, any Investigation Information, including Voluntary Third-Party 

Discovery Material and Third-Party Discovery Material, if the Investigator reasonably believes 

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that (i) doing so would interfere with the Special Investigation Committee’s ability to conduct an 

objective, independent and thorough investigation pursuant to its mandate under the Investigation 

Procedures promulgated by the Special Investigation Committee under PROMESA or (ii) violate 

any obligation of the Special Investigation Committee under a confidentiality or non-disclosure 

agreement.

5. Regarding voluntary witness interviews, the Investigator will notify the Creditors’

Committee of who is being interviewed and consult with the Creditors’ Committee about areas of 

inquiry; provided that the Investigator retains the sole discretion, subject to its mandate by the 

Special Investigation Committee, to pursue or not to pursue areas of inquiry. Subject to the 

treatment of confidentiality designations herein, the Investigator may, in its sole discretion, share 

summaries of voluntary witness interviews with the Creditors’ Committee.

6. Regarding depositions of any of the Puerto Rico Financial Institutions, or any of 

their current or former employees or representatives, taken under oath in response to a subpoena

issued by the Special Investigation Committee, subject to the treatment of confidentiality 

designations herein, the Investigator shall allow the Creditors’ Committee to (i) attend, but not ask 

questions of witnesses unless otherwise agreed to by the Investigator pursuant to the following 

sentence, (ii) consult with the Investigator about areas of inquiry for such depositions; provided, 

however, that the Investigator retains the sole discretion, subject to its mandate by the Special 

Investigation Committee, to pursue or not to pursue areas of inquiry, and (iii) obtain transcripts of 

all such depositions. On a case-by-case basis, the Creditors’ Committee may request and the 

Investigator may agree, in its sole discretion, subject to its mandate by the Special Investigation 

Committee, to allow the Creditors’ Committee to ask questions of any of the Puerto Rico Financial 

Institutions, or any of their current or former employees or representatives during depositions taken 

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under oath in response to a subpoena issued by the Special Investigation Committee, provided that 

the Creditors’ Committee shall preview with the Investigator the specific categories of questions

it seeks to ask any such witnesses beforehand. 

7. The Investigator hereby solicits, agrees to consider, and agrees that it shall not 

decline to communicate as part of a document preservation and production request (whether formal 

or informal), any reasonable proposed requests made by the Creditors’ Committee for specifically 

identified documents or categories of documents from the Puerto Rico Financial Institutions. 

Within a reasonable period of time following receipt of such requests from the Creditors’ 

Committee, the Investigator agrees to advise the Creditors’ Committee of any of the proposed 

requests that the Investigator has already pursued or intends to pursue and to provide the Creditors’ 

Committee with a copy of the document preservation and production request (whether formal or 

informal) to the Puerto Rico Financial Institutions that includes the Creditors’ Committee’s 

requests. To the extent the Investigator determines not to pursue any of the Creditors’ Committee’s 

proposed requests, the Investigator agrees to advise the Creditors’ Committee, within a reasonable 

period of time, of the proposed requests that the Investigator does not intend to pursue. Nothing 

in this paragraph shall obligate the Investigator to submit its own document preservation and 

production requests directed to the Puerto Rico Financial Institutions or any other witnesses to the 

Creditors’ Committee for review, comment or approval. 

8. Each of the Creditors’ Committee Parties shall arrange for the Investigator to have 

access to Investigation Information in its, his or her possession, custody or control that the 

Investigator may, from time to time, reasonably request for the purpose of assisting the 

Investigation. The Investigator shall treat Investigation Information provided to it by any 

Creditors’ Committee Party consistent with the terms of this Agreement. 

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Non-Disclosure of Confidential Information

9. The Investigation Document Depository shall contain only Voluntary Third-Party 

Discovery Material and Third-Party Discovery Material subject to the permitted access provided 

herein. For the avoidance of doubt, no other material or information produced or exchanged by 

and between the Creditors’ Committee and the Special Investigation Committee pursuant to this 

Agreement shall be uploaded to the Investigation Document Depository.

10. In connection with the sharing or production of Confidential Information between 

the Parties, a Disclosing Party shall be permitted to:

a. designate certain items of Confidential Information as “Professionals’ Eyes Only” 

if counsel for that Disclosing Party in good faith reasonably believes that the 

Confidential Information contains non-privileged internal analyses regarding the 

treatment and/or valuation of existing or potential claims; and/or

b. designate certain items of Confidential Information as “Highly Confidential” if the 

Confidential Information contains attorney client communications, attorney work 

product or privileged information. The Highly Confidential designation is intended 

to be used by the Disclosing Party sparingly, reasonably, and in good faith.

11. A Disclosing Party’s Confidential Information marked as “Professionals’ Eyes 

Only” or “Highly Confidential” may not be disclosed to any Representatives of the Receiving 

Party and may be reviewed only by Advisors of the Parties, including the clerical, paralegal, and 

other staff and agents of such Advisors whose functions require access to “Professionals’ Eyes 

Only” or “Highly Confidential” information.

12. The Creditors’ Committee Parties shall hold any Investigation Information or other 

Confidential Information in the strictest confidence and, except as provided in Paragraph 13 herein, 

none of the Creditors’ Committee Parties shall disclose, divulge, reveal, report, publish, or transfer 

(in any form or manner) Investigation Information or other Confidential Information provided by 

the Investigator.

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13. Notwithstanding anything to the contrary contained herein, the Creditors’

Committee may disclose Investigation Information if and only to the extent that: (a) such

Investigation Information has become publicly available from another source; (b) the Creditors’

Committee is compelled to do so pursuant to a court order; (c) the Creditors’ Committee is 

compelled to do so pursuant to a subpoena, including but not limited to a Congressional subpoena; 

(d) the Creditors’ Committee is required to do so by law in response to a demand from the 

Securities and Exchange Commission or any other government agency, securities regulator, or 

self-regulatory agency; (e) the Special Investigation Committee or Disclosing Party has given 

express written approval; or (f) the Creditors’ Committee determines, upon the advice of counsel, 

that use of the Investigation Information in a court filing in the Title III proceedings for Puerto 

Rico or any of its instrumentalities, or any related adversary proceedings, is necessary for the 

Creditors’ Committee to comply with its duties under PROMESA, provided that the Creditors’

Committee must (i) seek to file under seal any such Investigation Information (with such filing to 

be made under seal pending a determination by the applicable court on the sealing request), and 

(ii) obtain the advance written consent of the Special Investigation Committee for the use of any 

such Investigation Information. Should the Special Investigation Committee refuse to consent to 

the use of Investigation Information by the Creditors’ Committee under clause (f)(ii) of this 

Paragraph, the Creditors’ Committee may request that a court of competent jurisdiction issue an 

order authorizing such use (submitting the Investigation Information at issue under seal for in 

camera review), and the Special Investigation Committee may oppose such request on any and all 

bases, including on the basis that the court lacks jurisdiction or is otherwise not the appropriate 

forum for resolving the dispute. Absent emergency circumstances, the Creditors’ Committee shall 

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notify the Investigator of any disclosure sought to be made under this Paragraph at least three (3) 

business days in advance of such disclosure.

14. The Special Investigation Committee shall hold any Confidential Information 

provided by the Creditors’ Committee in the strictest confidence and, except as provided in 

Paragraph 15 herein, neither the Investigator nor the Special Investigation Committee shall

disclose, divulge, reveal, report, publish, or transfer (in any form or manner) Confidential 

Information provided by any Creditors’ Committee Party.

15. Notwithstanding anything to the contrary contained herein, the Special 

Investigation Committee may disclose Confidential Information provided by a Creditors’

Committee Party if and only to the extent that: (a) such Investigation Information has become 

publicly available from another source; (b) the Special Investigation Committee is compelled to 

do so pursuant to a court order; (c) the Special Investigation Committee is compelled to do so

pursuant to a subpoena, including but not limited to a Congressional subpoena; (d) the Special 

Investigation Committee is required to do so by law in response to a demand from the Securities 

and Exchange Commission or any other government agency, securities regulator, or selfregulatory agency; (e) the applicable Creditors’ Committee Party has given express written 

approval; or (f) the Special Investigation Committee determines, in its sole discretion, that 

disclosure of such materials or information in an Investigative Report (i) is in the public interest; 

(ii) required by PROMESA; and/or (iii) necessary to enable the Special Investigation Committee 

to fulfill its obligations under PROMESA. Absent emergency circumstances, the Investigator and 

Special Investigation Committee shall notify counsel to the Creditors’ Committee of any 

disclosure sought to be made under this Paragraph at least three (3) business days in advance of 

such disclosure.

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16. To the extent legally permissible, if any Receiving Party receives a disclosure 

request, demand, subpoena, Rule 2004 examination request, or other discovery request in any legal 

action or proceeding seeking another party’s Confidential Information, including any Third-Party 

Discovery Material or Voluntary Third-Party Discovery Material to which any Creditors’

Committee Party has access hereunder (a “Request”), counsel to such Receiving Party shall notify 

the Disclosing Party in writing of such Request promptly, and in all events at least three (3) 

business days prior to compliance with the Request, so that the Disclosing Party may seek relief, 

as may be appropriate. In the absence of such relief, the applicable Receiving Party shall be 

permitted to disclose only that portion of the Confidential Information that the Receiving Party is 

advised by its counsel it is legally required to be disclosed and shall inform (in writing) any person 

to whom such Confidential Information is so disclosed the confidential nature of the such 

Confidential Information.

Miscellaneous

17. All public announcements or statements in court filings related to the sharing of 

materials or information or other cooperation pursuant to this Agreement by any of the Parties 

shall be subject to prior approval by the other Parties, which shall not be unreasonably withheld, 

except for such statements as may be necessary, in the opinion of their respective counsel, to 

comply with the requirements of any law, governmental order, or regulation.

18. Nothing in this Agreement, nor the fact of the Parties’ entry into this Agreement,

shall be deemed to waive any rights, remedies or arguments that are otherwise available to a Party 

in any proceedings, including, without limitation, the Title III bankruptcy proceedings of the Title 

III Debtors (jointly administered under Bankruptcy Case No. 17-BK-3283 (LTS)), and all such 

rights, remedies and arguments are expressly reserved. 

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19. If any provision of this Agreement is declared void or unenforceable, such 

provision shall be severed from this Agreement, which shall otherwise remain in full force and 

effect.

20. This Agreement shall be governed by and enforced in accordance with the laws of 

the Commonwealth of Puerto Rico, without regard to its conflicts of law principles, and shall be 

binding in the United States and worldwide.

21. This Agreement constitutes the parties’ entire agreement with respect to the subject 

matter hereof and may be amended, modified or waived only by a separate writing signed by both 

parties. This Agreement shall be binding on each of the Parties and their respective successors 

and assigns.

22. This Agreement may be signed in one or more counterparts, each of which shall be 

deemed an original but all of which shall constitute one and the same instrument.

[Signature page follows]

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SCHEDULE 1

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

I, ___________________________ [print or type full name], as a member of the Official 

Committee of Unsecured Creditors for certain of the Title III Debtors,1acknowledge and agree 

that I have read in its entirety and understand the Confidentiality, Cooperation, and Non-Disclosure 

Agreement, effective as of March 5, 2018 (the “Agreement”). I agree to comply with and to be 

bound by all the terms of the Agreement.

Date: _______________

Location where signed: ____________________

Printed name: ____________________________

Signature: _______________________________

 

1 The “Title III Debtors” include: (i) the Commonwealth of Puerto Rico (Bankruptcy Case No. 17-BK-3283 (LTS)); 

(ii) the Puerto Rico Sales Tax Financing Corporation (Bankruptcy Case No. 17-BK-3284 (LTS)); (iii) the Puerto Rico 

Highways and Transportation Authority (Bankruptcy Case No. 17-BK-3567 (LTS)); (iv) the Employees Retirement 

System of the Government of the Commonwealth of Puerto Rico (Bankruptcy Case No. 17-BK-3566 (LTS)); and 

(v) the Puerto Rico Electric Power Authority (Bankruptcy Case No. 17-BK-4780 (LTS)).

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