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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 3

Proposed Final Exchange Operator Order

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FINAL ORDER HONORING PREPETITION 

OBLIGATIONS TO EXCHANGE OPERATORS

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767 Fifth Avenue

New York, NY 10153-0119

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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)|

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered) 

[PROPOSED] FINAL ORDER PURSUANT TO 

11 U.S.C. §§ 105, 362, 363, AND 364 AND FED. 

R. BANKR. P. 6003 AND 6004 AUTHORIZING 

DEBTORS TO (A) HONOR PREPETITION 

OBLIGATIONS TO NATURAL GAS AND 

ELECTRICITY EXCHANGE OPERATORS, 

(B) GRANT ADMINISTRATIVE EXPENSE 

CLAIMS AND AUTHORIZE POSTING OF 

COLLATERAL TO EXCHANGE OPERATORS, 

TRADING COUNTERPARTIES, AND FUTURE 

COMMISSION MERCHANTS, (C) MODIFY 

THE AUTOMATIC STAY, AND (D) GRANT 

RELATED RELIEF

☐Affects PG&E Corporation 

☐Affects Pacific Gas and Electric Company 

☒Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 2

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FINAL ORDER HONORING PREPETITION 

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Upon the Motion, dated January 29, 2019 (the “Motion”),1 of PG&E Corporation (“PG&E 

Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession 

(collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 

Cases”), pursuant to sections 105, 362, 363, and 364 of title 11 of the United States Code 

(the “Bankruptcy Code”) and Rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), for interim and final authority to (i) pay all outstanding Prepetition Exchange 

Obligations owed to the Exchange Operators, under those certain Prepetition Exchange Agreements, in 

the ordinary course as they come due, (ii) provide the Exchange Operators with administrative expense 

claims on account of all Postpetition Exchange Obligations, (iii) confirm the existing liens and security 

interests of the Exchange Operators in their collateral and authorize the Utility to pledge additional 

collateral to the Exchange Operators in the form of cash, letters of credit and/or other forms of collateral 

acceptable to the parties on account of all Exchange Obligations, (iv) permit the Trading Counterparties 

to apply existing cash collateral to their prepetition obligations and authorize the Utility to provide cash 

collateral for postpetition obligations to Trading Counterparties, (v) provide cash or other collateral to 

the Future Commission Merchants, and (vi) modify the automatic stay under section 362 of the 

Bankruptcy Code to the extent necessary to allow the (A) Exchange Operators to exercise the Trade 

Setoff and to apply collateral and the proceeds thereof and settle transactions, whether undertaken with 

respect to collateral or obligations that arose, and whether such collateral and proceeds were posted or 

arose, prior to or after the Petition Date, and, upon default, exercise their rights, in each case under and 

in accordance with the terms of the agreements and tariffs that govern the relationship between the 

Exchange Operators and the Utility, and (B) Trading Counterparties to exercise any valid right to setoff, 

settle or recoup any mutual obligations owing by the Utility to such Trading Counterparties, and to apply 

cash collateral to prepetition obligations, notwithstanding any limits otherwise imposed by section 553 

of the Bankruptcy Code, and (vii) grant related relief, all as more fully set forth in the Motion; and this 

Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 

§§ 157 and 1334, the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, 

 1 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms 

in the Motion.

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 3

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FINAL ORDER HONORING PREPETITION 

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General Order 24 (N.D. Cal.), and Rule 5011-1(a) of the Bankruptcy Local Rules for the United States 

District Court for the Northern District of California (the “Bankruptcy Local Rules”); and consideration 

of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue 

being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found and 

determined that notice of the Motion as provided to the parties listed therein is reasonable and sufficient, 

and it appearing that no other or further notice need be provided; and this Court having reviewed the 

Motion and the Wells Declaration (as amended on February 2, 2019 [Docket No. 263]); and this Court 

having held hearings to consider the relief requested in the Motion on an interim and final basis; and this 

Court having previously entered an order granting interim relief with respect to the Motion [Docket No. 

215]; and this Court having determined that the legal and factual bases set forth in the Motion establish 

just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the 

best interests of the Debtors, their estates, creditors, shareholders, and all parties in interest; and upon all 

of the proceedings had before this Court and after due deliberation and sufficient cause appearing 

therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Motion is granted on an final basis, as provided herein. 

2. The Utility is authorized, but not directed, to pay or otherwise satisfy all Exchange 

Obligations owing to the Exchange Operators pursuant to the Prepetition Exchange Agreements in the 

ordinary course and consistent with such parties’ prepetition practices including the payment of any 

Prepetition Exchange Obligations (taking into account all authorized and available setoffs or netting, 

and all applications of Exchange Collateral, as authorized or provided for under the Prepetition 

Exchange Agreements), without regard to whether such obligations accrued or became due and owing, 

and without regard to whether such Exchange Collateral was posted, prior to, on, or following, the 

Petition Date. 

3. All postpetition transactions and obligations between the Utility and the Exchange 

Operators shall be made or withheld and undertaken in accordance with the terms of the Prepetition 

Exchange Agreements and all postpetition invoices shall be paid in accordance with the terms of the 

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 4

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applicable Prepetition Exchange Agreement (taking into account all authorized and available setoffs or 

netting and other rights as authorized or provided for under the Prepetition Exchange Agreements).

4. The Exchange Operators shall be entitled to receive and retain existing Exchange 

Collateral and demand additional Exchange Collateral, and the Utility shall be authorized to post any 

and all cash and other forms of credit support and financial security authorized under or approved by 

the applicable Prepetition Exchange Agreements, or as otherwise mutually agreed to by the Utility and 

the Exchange Operators, and the Utility shall be authorized to prepay Exchange Obligations. All such 

cash and other forms of credit support and financial security and all proceeds thereof shall be considered 

Exchange Collateral for purposes of this Final Order. For the avoidance of doubt, the total Exchange 

Collateral posted in favor of the Exchange Operators will include Exchange Collateral provided by the 

Utility to the Exchange Operators prior to and following the Petition Date. Requests for financial 

security in excess of the amounts required by or under the applicable Prepetition Exchange Agreement 

shall be processed, and excess amounts of collateral returned to the Utility, in accordance with the terms 

set forth therein. To the extent not otherwise effected in any Prepetition Exchange Agreement, the 

Exchange Operators are hereby granted, and shall have, pursuant to section 364(c)(2) and/or section 

364(d) of the Bankruptcy Code, as applicable, first-priority liens on and security interests in all Exchange 

Collateral previously or hereafter provided to them in accordance with the Prepetition Exchange 

Agreements, and the creation, perfection, and priority of such liens and security interests shall not 

require any further action of the Exchange Operators or any other person or entity and shall not be 

impaired or otherwise affected by any existing liens or security interests of any other person or entity or 

by any debtor-in-possession financing obtained by the Utility, any rights granted to any lender, agent, 

or other secured party in connection with any debtor-in-possession financing, or any order of the Court 

in connection with any debtor-in-possession financing. 

5. The Exchange Operators shall have an Administrative Expense Claim in the Chapter 11 

Cases under section 507(a) of the Bankruptcy Code for all Postpetition Exchange Obligations. 

6. For the avoidance of doubt, the Exchange Operators are authorized to setoff, settle or 

recoup any Exchange Obligations owing by the Utility to the Exchange Operators and to apply Exchange 

Collateral to satisfy any obligations of the Utility, in accordance with the terms of the applicable 

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 5

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Prepetition Exchange Agreement, whether such obligations or collateral relate to the periods prior to 

after the Petition Date, notwithstanding any limits otherwise imposed by section 553 of the Bankruptcy 

Code.

7. The Trading Counterparties are authorized to exercise any valid right to setoff, settle or 

recoup any obligations owing by the Utility to the Trading Counterparties, and to apply cash collateral 

to outstanding obligations, notwithstanding any limits otherwise imposed by section 553 of the 

Bankruptcy Code. The Trading Counterparties may hold any excess cash collateral as security for any 

postpetition obligations and the Utility is authorized to enter into new transactions with Trading 

Counterparties consistent with past practice and to provide additional cash or other collateral to the 

Trading Counterparties in connection with such postpetition transactions. 

8. The Utility shall be authorized, but not directed, to pay amounts or post funds to the 

Future Commission Merchants in connection with the Prepetition FCM Agreements in the ordinary 

course of business on a postpetition basis in an amount not to exceed $15 million. 

9. Notwithstanding anything herein to the contrary, the Exchange Operators shall have all 

rights and remedies provided under the Prepetition Exchange Agreements or applicable law in the case 

of nonpayment by the Utility, including closing out of open transactions, application of collateral, 

cessation of service, set off or recoupment rights, and such other remedies as provided under the terms 

of the Prepetition Exchange Agreements, and the automatic stay pursuant to section 362(a) of the 

Bankruptcy Code is expressly waived to allow the Exchange Operators to exercise such rights and 

remedies without having to seek any further relief from the Bankruptcy Court and to take all actions to 

validate and perfect the liens and security interests granted by the Utility in the Exchange Collateral. 

10. Notwithstanding anything contained in the Motion, the relief granted in this Final Order, 

and any actions taken pursuant to such relief, the Debtors shall reserve: (i) all rights to object to a claim 

or assertion by any party that any of the Prepetition Exchange Agreements are governed by section 546, 

555, 556, and/or 559 of the Bankruptcy Code or that such provisions in any way apply to such 

agreements; and (ii) all rights (including, without limitation, any right of setoff, settlement, or 

recoupment), claims, counterclaims, and defenses in any way relating to the Exchange Obligations or 

the Prepetition Exchange Agreements. 

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 6

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FINAL ORDER HONORING PREPETITION 

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11. Nothing contained in this Final Order or in the Motion is intended to be or shall be 

construed as (a) an admission as to the validity of any claim against the Debtors, (b) a waiver of the 

Debtors’ or any appropriate party in interest’s rights to dispute any claim, or (c) an approval or 

assumption of any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy 

Code. Likewise any payment made pursuant to this Final Order is not intended to be and shall not be 

construed as an admission to the validity of any claim or a waiver of the Debtors’ rights to dispute such 

claim subsequently.

12. Notwithstanding entry of this Final Order, nothing herein shall create, nor is intended to 

create, any rights in favor of or enhance the status of any claim held by, any party.

13. The requirements of Bankruptcy Rules 4001(d) and 6004(a) have been satisfied.

14. Notwithstanding the provisions of Bankruptcy Rules 4001(a)(2) and 6004(h), this Final

Order shall be immediately effective and enforceable upon its entry.

15. The Debtors are authorized to take all steps necessary or appropriate to carry out this 

Final Order.

16. This Court shall retain jurisdiction to hear and determine all matters arising from or 

related to the implementation, interpretation, or enforcement of this Final Order.

** END OF ORDER **

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 7

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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□ Affects PG&E Corporation

□ Affects Pacific Gas and Electric

Company

x Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtors.

Bankruptcy Case Nos

No. 19 - 30088 (DM)

 19 - 30089 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

INTERIM[PROPOSED] FINAL ORDER

PURSUANT TO 11 U.S.C. §§ 105, 362, 363, AND

364 AND FED. R. BANKR. P. 6003 AND 6004

AUTHORIZING DEBTORS TO (A) HONOR

PREPETITION OBLIGATIONS TO NATURAL

GAS AND ELECTRICITY EXCHANGE

OPERATORS, (B) GRANT ADMINISTRATIVE

EXPENSE CLAIMS AND AUTHORIZE

POSTING OF COLLATERAL TO EXCHANGE

OPERATORS, TRADING COUNTERPARTIES,

AND FUTURE COMMISSION MERCHANTS,

(C) MODIFY THE AUTOMATIC STAY, AND

(D) GRANT RELATED RELIEF

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com)

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)|

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 8

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INTERIMFINAL ORDER HONORING PREPETITION

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Upon the Motion, dated January 29, 2019 (the “Motion”),1 of PG&E Corporation (“PG&E

Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession

(collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11

Cases”), pursuant to sections 105, 362, 363, and 364 of title 11 of the United States Code

(the “Bankruptcy Code”) and Rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”), for interim and final authority to (i) pay all outstanding Prepetition

Exchange Obligations owed to the Exchange Operators, under those certain Prepetition Exchange

Agreements, in the ordinary course as they come due, (ii) provide the Exchange Operators with

administrative expense claims on account of all Postpetition Exchange Obligations, (iii) confirm the

existing liens and security interests of the Exchange Operators in their collateral and authorize the

Utility to pledge additional collateral to the Exchange Operators in the form of cash, letters of credit

and/or other forms of collateral acceptable to the parties on account of all Exchange Obligations, (iv)

permit the Trading Counterparties to apply existing cash collateral to their prepetition obligations and

authorize the Utility to provide cash collateral for postpetition obligations to Trading Counterparties,

(v) provide cash or other collateral to the Future Commission Merchants, and (vi) modify the

automatic stay under section 362 of the Bankruptcy Code to the extent necessary to allow the (A)

Exchange Operators to exercise the Trade Setoff and to apply collateral and the proceeds thereof and

settle transactions, whether undertaken with respect to collateral or obligations that arose, and whether

such collateral and proceeds were posted or arose, prior to or after the Petition Date, and, upon

default, exercise their rights, in each case under and in accordance with the terms of the agreements

and tariffs that govern the relationship between the Exchange Operators and the Utility, and (B)

Trading Counterparties to exercise any valid right to setoff, settle or recoup any mutual obligations

owing by the Utility to such Trading Counterparties, and to apply cash collateral to prepetition

obligations, notwithstanding any limits otherwise imposed by section 553 of the Bankruptcy Code, and

(vii) grant related relief, all as more fully set forth in the Motion; and this Court having jurisdiction to

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms

in the Motion.

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 9

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consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, the Order

Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.),

and Rule 5011-1(a) of the Bankruptcy Local Rules for the United States District Court for the

Northern District of California (the “Bankruptcy Local Rules”); and consideration of the Motion and

the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper

before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found and determined

that notice of the Motion as provided to the parties listed therein is reasonable and sufficient under the

circumstances, and it appearing that no other or further notice need be provided; and this Court having

reviewed the Motion and the Wells Declaration (as amended on February 2, 2019 [Docket No. 263]);

and this Court having held a hearings on to consider the relief requested in the Motion on an interim

and final basis; and this Court having previously entered an order granting interim relief with respect to

the Motion [Docket No. 215]; and this Court having determined that the legal and factual bases set

forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief

requested in the Motion is necessary to avoid immediate and irreparable harm to the Debtors and their

estates as contemplated by Bankruptcy Rule 6003, and is in the best interests of the Debtors, their

estates, creditors, shareholders, and all parties in interest; and upon all of the proceedings had before

this Court and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Motion is granted on an interimfinal basis, as provided herein.

2. The Utility is authorized, but not directed, to pay or otherwise satisfy all Exchange

Obligations owing to the Exchange Operators pursuant to the Prepetition Exchange Agreements in the

ordinary course and consistent with such parties’ prepetition practices including the payment of any

Prepetition Exchange Obligations (taking into account all authorized and available setoffs or netting,

and all applications of Exchange Collateral, as authorized or provided for under the Prepetition

Exchange Agreements), without regard to whether such obligations accrued or became due and owing,

and without regard to whether such Exchange Collateral was posted, prior to, on, or following, the

Petition Date.

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 10

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3. All postpetition transactions and obligations between the Utility and the Exchange

Operators shall be made or withheld and undertaken in accordance with the terms of the Prepetition

Exchange Agreements and all postpetition invoices shall be paid in accordance with the terms of the

applicable Prepetition Exchange Agreement (taking into account all authorized and available setoffs or

netting and other rights as authorized or provided for under the Prepetition Exchange Agreements).

4. The Exchange Operators shall be entitled to receive and retain existing Exchange

Collateral and demand additional Exchange Collateral, and the Utility shall be authorized to post any

and all cash and other forms of credit support and financial security authorized under or approved by

the applicable Prepetition Exchange Agreements, or as otherwise mutually agreed to by the Utility and

the Exchange Operators, and the Utility shall be authorized to prepay Exchange Obligations. All such

cash and other forms of credit support and financial security and all proceeds thereof shall be

considered Exchange Collateral for purposes of this InterimFinal Order. For the avoidance of doubt,

the total Exchange Collateral posted in favor of the Exchange Operators will include Exchange

Collateral provided by the Utility to the Exchange Operators prior to and following the Petition Date.

Requests for financial security in excess of the amounts required by or under the applicable Prepetition

Exchange Agreement shall be processed, and excess amounts of collateral returned to the Utility, in

accordance with the terms set forth therein. To the extent not otherwise effected in any Prepetition

Exchange Agreement, the Exchange Operators are hereby granted, and shall have, pursuant to section

364(c)(2) and/or section 364(d) of the Bankruptcy Code, as applicable, first-priority liens on and

security interests in all Exchange Collateral previously or hereafter provided to them in accordance

with the Prepetition Exchange Agreements, and the creation, perfection, and priority of such liens and

security interests shall not require any further action of the Exchange Operators or any other person or

entity and shall not be impaired or otherwise affected by any existing liens or security interests of any

other person or entity or by any debtor-in-possession financing obtained by the Utility, any rights

granted to any lender, agent, or other secured party in connection with any debtor-in-possession

financing, or any order of the Court in connection with any debtor-in-possession financing.

5. The Exchange Operators shall have an Administrative Expense Claim in the Chapter 11

Cases under section 507(a) of the Bankruptcy Code for all Postpetition Exchange Obligations.

Case: 19-30088 Doc# 491-3 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 11

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6. For the avoidance of doubt, the Exchange Operators are authorized to setoff, settle or

recoup any Exchange Obligations owing by the Utility to the Exchange Operators and to apply

Exchange Collateral to satisfy any obligations of the Utility, in accordance with the terms of the

applicable Prepetition Exchange Agreement, whether such obligations or collateral relate to the

periods prior to after the Petition Date, notwithstanding any limits otherwise imposed by section 553 of

the Bankruptcy Code.

7. The Trading Counterparties are authorized to exercise any valid right to setoff, settle or

recoup any obligations owing by the Utility to the Trading Counterparties, and to apply cash collateral

to outstanding obligations, notwithstanding any limits otherwise imposed by section 553 of the

Bankruptcy Code. The Trading Counterparties may hold any excess cash collateral as security for any

postpetition obligations and the Utility is authorized to enter into new transactions with Trading

Counterparties consistent with past practice and to provide additional cash or other collateral to the

Trading Counterparties in connection with such postpetition transactions.

8. The Utility shall be authorized, but not directed, to pay amounts or post funds to the

Future Commission Merchants in connection with the Prepetition FCM Agreements in the ordinary

course of business on a postpetition basis in an amount not to exceed $15 million.

9. Notwithstanding anything herein to the contrary, the Exchange Operators shall have all

rights and remedies provided under the Prepetition Exchange Agreements or applicable law in the case

of nonpayment by the Utility, including closing out of open transactions, application of collateral,

cessation of service, set off or recoupment rights, and such other remedies as provided under the terms

of the Prepetition Exchange Agreements, and the automatic stay pursuant to section 362(a) of the

Bankruptcy Code is expressly waived to allow the Exchange Operators to exercise such rights and

remedies without having to seek any further relief from the Bankruptcy Court and to take all actions to

validate and perfect the liens and security interests granted by the Utility in the Exchange Collateral.

10. Notwithstanding anything contained in the Motion, the relief granted in this InterimFinal

Order, and any actions taken pursuant to such relief, the Debtors shall reserve: (i) all rights to object to

a claim or assertion by any party that any of the Prepetition Exchange Agreements are governed by

section 546, 555, 556, and/or 559 of the Bankruptcy Code or that such provisions in any way apply to

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INTERIMFINAL ORDER HONORING PREPETITION

OBLIGATIONS TO EXCHANGE OPERATORS

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

such agreements; and (ii) all rights (including, without limitation, any right of setoff, settlement, or

recoupment), claims, counterclaims, and defenses in any way relating to the Exchange Obligations or

the Prepetition Exchange Agreements.

11. Nothing contained in this InterimFinal Order or in the Motion is intended to be or shall

be construed as (a) an admission as to the validity of any claim against the Debtors, (b) a waiver of the

Debtors’ or any appropriate party in interest’s rights to dispute any claim, or (c) an approval or

assumption of any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy

Code. Likewise any payment made pursuant to this InterimFinal Order is not intended to be and shall

not be construed as an admission to the validity of any claim or a waiver of the Debtors’ rights to

dispute such claim subsequently.

12. Notwithstanding entry of this InterimFinal Order, nothing herein shall create, nor is

intended to create, any rights in favor of or enhance the status of any claim held by, any party.

13. The requirements for immediate entry of this Interim Order pursuant to Bankruptcy Rule

6003(b) have been satisfied.

13. 14. The requirements of Bankruptcy Rules 4001(d) and 6004(a) are waivedhave been

satisfied.

14. 15. Notwithstanding the provisions of Bankruptcy Rules 4001(a)(2) and 6004(h), this

InterimFinal Order shall be immediately effective and enforceable upon its entry.

15. 16. The Debtors are authorized to take all steps necessary or appropriate to carry out

this InterimFinal Order.

17. A final hearing to consider the relief requested in the Motion shall be held on February 27,

2019 at 9:30 a.m. (Prevailing Pacific Time) and any objections or responses to the Motion shall be filed

and served so as to be actually received on or prior to February 20, 2019 at 4:00 p.m. (Prevailing

Pacific Time).

16. 18. This Court shall retain jurisdiction to hear and determine all matters arising from or

related to the implementation, interpretation, or enforcement of this InterimFinal Order.

** END OF ORDER **

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