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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND PROMESA

MANAGEMENT BOARD FOR PUERTO RICO, Title III

as representative of No. 17 BK 3283-LTS

THE COMMONWEALTH OF PUERTO RICO et al., (Jointly Administered)

Debtors. 1

ORDER AND JUDGMENT CONFIRMING MODIFIED EIGHTH 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

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 (the “Commonwealth”)
(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).

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TABLE OF CONTENTS
Page

1. Confirmation of the Plan..................................................................................................... 5

2. Objections ........................................................................................................................... 5
3. Findings/Conclusions.......................................................................................................... 5
4. Litigation Resolution .......................................................................................................... 9
5. Plan Settlements Approved ............................................................................................... 10
6. Dismissal of Med Center Litigation.................................................................................. 11
7. Dismissal of ERS Litigation ............................................................................................. 12
8. Dismissal of GO/Clawback Litigation .............................................................................. 13
9. Dismissal of PRIFA BANs Litigation .............................................................................. 13
10. Dismissal of the PBA Litigation ....................................................................................... 13
11. Implementation of the Plan ............................................................................................... 14
12. Enforceability of New Debt Instruments .......................................................................... 15
13. Authorization of New GO Bonds and CVIs and Injunction ............................................. 15
14. Purchase and Sale of Certain ERS Assets......................................................................... 16
15. Monthly Deposits of Interest and Principal ...................................................................... 16
16. Comprehensive Cap on All Net Tax-Supported Debt ...................................................... 17
17. Adoption and Maintenance of a Debt Management Policy .............................................. 18
18. Creation of Avoidance Actions Trust ............................................................................... 18
19. Avoidance Actions Trust Assets ....................................................................................... 19
20. Funding, Costs, and Expenses of the Avoidance Actions Trust ....................................... 19
21. Indemnification of Avoidance Actions Trustee and Board .............................................. 20
22. Creation of Pension Reserve Trust ................................................................................... 20
23. Funding of the Pension Reserve Trust .............................................................................. 21
24. No Action .......................................................................................................................... 22
25. Government Action........................................................................................................... 22
26. Oversight Board Consent Pursuant to PROMESA Section 305 ....................................... 23
27. Binding Effect ................................................................................................................... 23
28. Cancellation of Notes, Instruments, Certificates, and Other Documents ......................... 24
29. Rejection or Assumption of Remaining Executory Contracts and Unexpired
Leases................................................................................................................................ 26
30. Insurance Policies ............................................................................................................. 27

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31. Rejection Damages Claims ............................................................................................... 28

32. Payment of Cure Amounts ................................................................................................ 28
33. Setoff ................................................................................................................................. 28
34. Delivery of Distributions .................................................................................................. 29
35. Disbursing Agent .............................................................................................................. 37
36. Payment of Trustee Fees and Expenses ............................................................................ 37
37. Securities Laws Exemption............................................................................................... 38
38. Acceleration of Insured Bonds.......................................................................................... 39
39. Disputed Claims Reconciliation ....................................................................................... 40
40. Disputed Claims Holdback ............................................................................................... 42
41. National Action Claims..................................................................................................... 43
42. No Amendments to Proofs of Claim................................................................................. 44
43. Conditions to Effective Date ............................................................................................. 45
44. Administrative Claim Bar Date ........................................................................................ 45
45. Professional Compensation and Reimbursement Claims ................................................. 46
46. GO/PBA Consummation Costs ........................................................................................ 47
47. AFSCME Professional Fees ............................................................................................. 47
48. GO/PBA PSA Restriction Fee .......................................................................................... 48
49. ERS Restriction Fee .......................................................................................................... 50
50. CCDA Consummation Costs ............................................................................................ 50
51. CCDA Restriction Fee ...................................................................................................... 51
52. HTA Bond Claims ............................................................................................................ 53
53. System 2000 Obligations .................................................................................................. 53
54. HTA/CCDA Clawback Structuring Fees .......................................................................... 53
55. Active JRS Participants and Active TRS Participants ...................................................... 54
56. Discharge and Release of Claims and Causes of Action .................................................. 56
57. Releases by the Debtors and Reorganized Debtors .......................................................... 62
58. Release and Exculpation Provisions ................................................................................. 63
59. Injunction on Claims ...................................................................................................... 63
60. Injunction Related to Releases....................................................................................... 64
61. Exculpation ....................................................................................................................... 65
62. Maintenance of Pension System ....................................................................................... 71
63. Appointments Related Litigation ...................................................................................... 72

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64. Bar Order ........................................................................................................................ 72

65. Supplemental Injunction ................................................................................................ 73
66. Term of Existing Injunctions or Stays .............................................................................. 75
67. Prosecution of Claims ....................................................................................................... 75
68. Indemnification and Reimbursement Obligations ............................................................ 75
69. Compliance with Tax Requirements................................................................................. 76
70. Documents and Instruments.............................................................................................. 77
71. Fiscal Plan ......................................................................................................................... 77
72. Claims ............................................................................................................................... 77
73. GUC Reserve .................................................................................................................... 78
74. PROMESA 407 Claims .................................................................................................... 78
75. Dairy Producer Claims...................................................................................................... 78
76. Eminent Domain/Inverse Condemnation Claims. ............................................................ 79
77. Oversight Board Termination and Post-Confirmation Powers ......................................... 80
78. Post-Confirmation Fiscal Plans and Budgets Remain Subject to Oversight Board’s
Sole Discretion .................................................................................................................. 80
79. Government Post-Confirmation Powers and Duties ......................................................... 81
80. Legislation Authorizing Plan Debt Shall Not Be Repealed, Changed, Or Negated ......... 81
81. Non-Impairment of CVIs, SUT ........................................................................................ 81
82. Reversal/Stay/Modification/Vacatur of Order .................................................................. 82
83. Retention of Jurisdiction ................................................................................................... 82
84. Conflicts Among Documents............................................................................................ 83
85. PBA Leases ....................................................................................................................... 83
86. Modifications .................................................................................................................... 84
87. Asserted Surety Claims ..................................................................................................... 85
88. Identification of Additional Retail Investors / Retail Support Fee ................................... 85
89. Provisions of Plan and Order Nonseverable and Mutually Dependent ............................ 87
90. Governing Law ................................................................................................................. 87
91. PFC Reservation ............................................................................................................... 87
92. Applicable Nonbankruptcy Law ....................................................................................... 87
93. Waiver of Filings .............................................................................................................. 88
94. Notice of Order ................................................................................................................. 88
95. No Waiver ......................................................................................................................... 89

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The Commonwealth of Puerto Rico (the “Commonwealth”), the Employees

Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS”), and the

Puerto Rico Public Buildings Authority (“PBA” and, collectively with the Commonwealth and

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

Rico (the “Oversight Board”), as Title III representative of the Debtors under section 315(b) of

the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”), 1 having

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

“Court”) the Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth

of Puerto Rico, et al., dated January 14, 2022 (Docket Entry No. 19784 in Case No. 17-3283) 2

(as amended, supplemented, or modified prior, at, or subsequent to the Confirmation Hearing as

set forth in this Confirmation Order through the date hereof, including the Plan Supplement, and

as may be amended, supplemented, or modified pursuant to section 313 of PROMESA, the

“Plan” 3 through the date hereof); 4 and the Court having entered, pursuant to, inter alia, section

1
PROMESA is codified at 48 U.S.C. § 2101 et seq. References to “PROMESA” section
numbers in the remainder of this Confirmation Order are to the uncodified version of the
legislation.
2
All docket entry references are to entries in Case No. 17-3283 unless otherwise indicated.
3
The use of the term “Plan” herein, unless otherwise indicated by context, refers to the
confirmable final version filed at Docket Entry No. 19784, as described herein. The
penultimate version of the plan, which required final modifications to be confirmable,
was filed as the Modified Eighth Amended Title III Joint Plan of Adjustment of the
Commonwealth of Puerto Rico, et al., dated December 20, 2021 (Docket Entry No.
19568 in Case No. 17-3283) (the “Fifth Modified Eighth Amended Plan”).
4
Capitalized terms used but not defined herein shall have the meanings ascribed to them in
the Plan, the Disclosure Statement Order, the Confirmation Brief (each as defined
herein), or the Findings of Fact and Conclusions of Law Regarding Confirmation of
Modified Eighth Amended Title III Plan of Adjustment of the Commonwealth of Puerto
Rico, et al. (the “Findings of Fact and Conclusions of Law”), entered contemporaneously
herewith, as applicable. A composite copy of the Plan is annexed hereto as Exhibit A.

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1125 of the Bankruptcy Code and Bankruptcy Rule 3017(b), after due notice and a hearing, an

order, dated August 2, 2021 (Docket Entry No. 17639) (the “Disclosure Statement Order”), (i)

approving the adequacy of the information set forth in the Disclosure Statement, (ii) establishing

procedures for the solicitation, voting, and tabulation of votes on and elections with respect to

the Plan, (iii) approving the forms of ballots, master ballots, and election notices used in

connection therewith, and (iv) approving the form of notice of the Confirmation Hearing; and the

Court having entered the Order Establishing Procedures and Deadlines Concerning Objections

to Confirmation and Discovery in Connection Therewith (Docket Entry No. 17640); and the

following documents having been filed by the Debtors or the PSA Creditors in support of or in

connection with confirmation of the Plan:

(a) Plan Supplement (Docket Entry No. 18470);

(b) Certificate of Service of Solicitation Materials (Docket Entry Nos. 19107-1

through 19107-9);

(c) Affidavit of Publication and Radio Advertisements (Docket Entry Nos. 19108-1
through 19108-4);

(d) Omnibus Reply 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 to Objections to Seventh Amended Title III Plan
of Adjustment (Docket Entry No. 18874);

(e) Memorandum of Law in Support of Confirmation of Seventh Amended Title III

Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al. (Docket
Entry No. 18869) (the “Confirmation Brief”);

(f) Declaration of Natalie Jaresko in Respect of Confirmation of Seventh Amended

Title III Joint Plan of Adjustment for the Commonwealth of Puerto Rico, et al.
(Docket Entry Nos. 18729 and 19054-4);

(g) Declaration of David M. Brownstein in Respect of Confirmation of Seventh

Amended Title III Plan of Adjustment of Commonwealth of Puerto Rico et al.
(Docket Entry Nos. 18726 and 19054-1);

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(h) Declaration of David Skeel in Respect of Confirmation of Plan of Adjustment for

the Commonwealth of Puerto Rico, et al. (Docket Entry Nos. 18731 and 19054-
9);

(i) Declaration of Steven Zelin of PJT Partners LP on Behalf of the Financial

Oversight and Management Board for Puerto Rico in Respect of Confirmation of
Seventh Amended Title III Joint Plan of Adjustment of the Commonwealth of
Puerto Rico, et al. (Docket Entry Nos. 18734 and 19054-10);

(j) Declaration of Ojas N. Shah in Respect of Confirmation of Seventh Amended Title

III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al. (Docket
Entry Nos. 18730 and 19054-8);

(k) Declaration of Gaurav Malhotra of Ernst & Young LLP in Respect of

Confirmation of Seventh Amended Title III Joint Plan of Adjustment for the
Commonwealth of Puerto Rico, et al. (Docket Entry Nos. 18738 and 19054-6);

(l) Declaration of Juan Santambrogio in Respect of Confirmation of Seventh

Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico,
et al. (Docket Entry Nos. 18736 and 19054-7);

(m) Declaration of Adam Chepenik in Respect of the Confirmation of Seventh

Amended Title III Joint Plan of Adjustment for the Commonwealth of Puerto Rico,
et al. (Docket Entry Nos. 18735 and 19054-2);

(n) Declaration of Sheva R. Levy in Respect of Confirmation of Seventh Amended

Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al.
(Docket Entry Nos. 18737 and 19054-5);

(o) Declaration of Jay Herriman in Respect of Confirmation of Seventh Amended

Title III Plan of Adjustment of the Commonwealth of Puerto Rico, et al. (Docket
Entry Nos. 18732 and 19054-3);

(p) Declaration of Christina Pullo of Prime Clerk LLC Regarding the Solicitation of
Votes and Tabulation of Ballots Cast on Seventh Amended Title III Joint Plan of
Adjustment of the Commonwealth of Puerto Rico, et al. (Docket Entry No. 19056.
See also Docket Entry No. 19144);

(q) Declaration of Andrew Wolfe in Respect of Confirmation of Seventh Amended

Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al.
(Docket Entry No. 18725);

(r) Declaration of Marti P. Murray in Respect of Confirmation of Seventh Amended

Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al.
(Docket Entry No. 18724);

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(s) Supplemental Declaration of Gaurav Malhotra of Ernst &Young LLP in Respect

of Confirmation of Eighth Amended Title III Joint Plan of Adjustment for the
Commonwealth of Puerto Rico, et al. (Docket Entry No. 19057);

(t) Supplemental Declaration of Natalie Jaresko in Respect of Confirmation of

Eighth Amended Title III Joint Plan of Adjustment for the Commonwealth of
Puerto Rico, et al. (Docket Entry No. 19058);

(u) Supplemental Declaration of Sheva R. Levy in Respect of Confirmation of Eighth

Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico,
et al. (Docket Entry No. 19059);

(v) Supplemental Declaration of Juan Santambrogio in Respect of Confirmation of

Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of
Puerto Rico, et al. (Docket Entry No. 19060);

(w) Supplemental Declaration of Christina Pullo of Prime Clerk LLC Regarding the
Solicitation of Votes and Tabulation of Ballots Cast on Seventh Amended Title III
Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al. (Docket
Entry No. 19115); and

(x) Supplemental Declaration of Jay Herriman in Respect of Confirmation of

Modified Eighth Amended Title III Joint Plan of Adjustment of the
Commonwealth of Puerto Rico, et al. (Docket Entry No. 19329);

and objections to confirmation of the Plan having been interposed by certain parties, as reflected

on the docket of the Title III Cases and on the record of the Confirmation Hearing; and, except to

the extent otherwise provided herein, each of the objections having been resolved, overruled,

sustained, or withdrawn at, prior to, or subsequent to the Confirmation Hearing; 5 and the Court

having held the Confirmation Hearing commencing on November 8, 2021; and the appearances

of all interested parties, including members of the public selected by the Court, having been

noted in the record of the Confirmation Hearing; and after full consideration of the record of the

Commonwealth Title III Case, the ERS Title III Case, and the PBA Title III Case, including,

without limitation, motions, applications and orders in each of such cases, the foregoing

5
All opposition submissions are also listed as part of the Court’s Findings of Fact and
Conclusions of Law.

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documents, and the evidence admitted and arguments of counsel presented at the Confirmation

Hearing; and after due deliberation and good and sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED, DECREED, AND DETERMINED THAT:

1. Confirmation of the Plan. The Plan and each of its provisions shall be, and

hereby are, CONFIRMED pursuant to section 314(b) of PROMESA. The documents contained

in the Plan Supplement are authorized and approved. The terms of the Plan, as amended,

supplemented, or modified by the revisions made prior, at, or subsequent to the Confirmation

Hearing, as set forth in this Confirmation Order as well as in the revised composite copy attached

hereto as Exhibit A, include the Plan Supplement, as amended, supplemented, or modified on or

prior to the date hereof, and are incorporated by reference into and are an integral part of this

Confirmation Order.

2. Objections. With the narrow exception of the objections of holders of alleged

Eminent Domain/Inverse Condemnation Claims, which are hereby SUSTAINED to the extent

that such Claims are ultimately Allowed Claims, all objections, responses to, and statements and

comments, if any, in opposition to or inconsistent with the Plan shall be and hereby are,

OVERRULED and DENIED in their entirety. All withdrawn objections are deemed withdrawn

with prejudice.

3. Findings/Conclusions. The findings of fact and conclusions of law set forth in the

Court’s Findings of Fact and Conclusions of Law are incorporated herein as though set forth in

full. Notwithstanding such incorporation, the following summarizes certain of the Court’s

determinations:

(A) Pursuant to PROMESA, on May 3, 2017, May 21, 2017, and September 27,
2019, the Commonwealth, ERS, and PBA, respectively, each commenced a
case before the Court in accordance with the requirements of Title III of
PROMESA. The commencement of these cases vested the Court with

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exclusive jurisdiction over the cases and all respective property of the
Commonwealth, ERS, and PBA, wherever located. As a result of the
consensual agreement among the Debtors and their respective creditor
representatives, the Debtors formulated, duly solicited, and now seek
confirmation of a plan of adjustment in accordance with federal law.

(B) This Confirmation Order is a final order intended to be binding on all parties
in interest, and shall not be subject to collateral attack or other challenge in
any other court or other forum, except as permitted under applicable law.
Confirmation of the Plan constitutes a judicial determination, pursuant to
section 4 of PROMESA, that all laws, rules, and regulations giving rise to
obligations of the Debtors discharged by the Plan and this Confirmation Order
pursuant to PROMESA are preempted by PROMESA and such discharge
shall prevail over any general or specific provisions of territory laws, rules,
and regulations. Pursuant to section 4 of PROMESA, to the extent not
previously ruled preempted pursuant to an order of the Title III Court, all laws
(or such portions thereof) of the Commonwealth of Puerto Rico, other than
budgets certified by the Oversight Board, inconsistent with PROMESA, have
been preempted to the extent set forth in Exhibit A to the Findings of Fact and
Conclusions of Law. Such preempted laws include, without limitation, laws
enacted prior to June 30, 2016, that provide for transfers or other
appropriations after the enactment of PROMESA, including transfers from the
Commonwealth or one of its instrumentalities to any agency or
instrumentality, whether to enable such agency or instrumentality to pay or
satisfy indebtedness or for any other purpose, to the extent inconsistent with
the Plan’s discharge of the Debtors’ obligations. Such laws shall not be
enforceable to the extent they are inconsistent with the Plan’s discharge of the
Debtors’ obligations. All laws enacted from and after the commencement of
the Title III Cases to the extent they are inconsistent with the transactions
contemplated by the Plan are also unenforceable. Without in any way limiting
the foregoing, (a) the Commonwealth laws preempted by PROMESA include,
without limitation, those listed on Exhibit C hereto for the reasons, and to the
extent, set forth in Exhibit A to the Findings of Fact and Conclusions of Law,
and (b) all litigation in which any Government Party is a defendant, over
whether any Commonwealth law listed on Exhibit C hereto is preempted by
PROMESA shall be dismissed, with prejudice, as of the Effective Date and
the parties thereto shall provide the Oversight Board prompt notice of such
dismissal. For the avoidance of doubt, the non-inclusion of a payment
obligation arising from a valid law in a certified fiscal plan or budget is not a
basis for disallowance of such obligation to the extent the claim arising
therefrom otherwise satisfies the requirements for allowance of a claim under
the relevant provisions of the Bankruptcy Code.

(C) The Court shall retain jurisdiction to enforce the terms hereof and of the Plan,
the New GO Bonds, the GO CVIs, and the Clawback CVIs in accordance with
their terms to ensure compliance with the Plan and to adjudicate claims arising
therefrom, including rights to specific performance.

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(D) At the time of issuance and delivery of the New GO Bonds, the GO CVIs, and
the Clawback CVIs, the Reorganized Commonwealth is hereby directed to
cause to be stamped or written on each of the New GO Bonds, the GO CVIs,
the Clawback CVIs, and the Rum Tax CVI a legend substantially as follows:

DETERMINED BY THE UNITED STATES DISTRICT

COURT FOR THE DISTRICT OF PUERTO RICO
PURSUANT TO 11 U.S.C. §§ 944(b) AND 1123 TO BE
VALID, LEGALLY BINDING, AND ENFORCEABLE
PURSUANT TO THE JUDGMENT AND
CONFIRMATION ORDER, ENTERED ON THE 18TH
DAY OF JANUARY, 2022.

(E) The New GO Bonds Legislation and the CVI Legislation are incorporated into
Act No. 53-2021, which has been validly enacted by the Commonwealth and
is valid and effective in accordance with its terms.

(F) Pursuant to PROMESA, including section 4 thereof, as well as sections 944 6

and 1123 of the Bankruptcy Code, and in accordance with the Confirmation
Order and the Plan, the Court determines that the New GO Bonds and the
CVIs, and the covenants by the Commonwealth, for the benefit of the holders
of the New GO Bonds, and the CVIs as provided in the New GO Bonds
Legislation, the New GO Bonds Indenture, the CVI Legislation, the CVI
Indenture or the Confirmation Order, as applicable, constitute valid, binding,
legal and enforceable obligations of the Commonwealth, under Puerto Rico,
New York, and federal law.

6
Section 944(b)(3) requires the Court, as a condition to providing a discharge, to
determine the validity of obligations imposed under a plan of the debtor and of any
provision made to pay or secure payment of such obligations. 11 U.S.C. § 944(b)(3).
See generally In re City of Stockton, Cal., 526 B.R. 35, 49-50 (Bankr. E.D. Cal. 2015)
(“The structure of the federal-state relationship . . . regarding restructuring of municipal
debt is dictated by the U.S. Constitution. . . . [T]he Supremacy Clause operates to cause
federal bankruptcy law to trump state laws, including state constitutional provisions, that
are inconsistent with the exercise by Congress of its exclusive power to enact uniform
bankruptcy laws.”) (citing Ass’n of Retired Emps. of the City of Stockton v. City of
Stockton, Cal. (In re City of Stockton, Cal.), 478 B.R. 8, 14-16 (Bankr. E.D. Cal. 2012);
U.S. Const. art. VI, cl. 2; Int’l Bhd. of Elec. Workers, Local 2376 v. City of Vallejo, Cal.
(In re City of Vallejo, Cal.), 432 B.R. 262, 268-70 (E.D. Cal. 2010)) (additional citations
omitted). As set forth in the leading bankruptcy treatise, “[t]he requirement of a court
determination of validity is extra assurance for those who might be skittish about the
nature of the bonds being issued . . . . It has the added feature of removing any doubt
concerning the matter, because the determination of the court on that issue should be
binding in the future.” 6 Alan N. Resnick & Henry J. Sommer, Collier on Bankruptcy
§ 944.03[1][b] (16th ed. 2013).

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(G) The New GO Bonds and the CVIs are bonds or notes within the meaning of
Section 2 of Article VI of the Commonwealth Constitution to which the
Commonwealth may legally pledge its full faith, credit and taxing power
under the Commonwealth Constitution and applicable Puerto Rico law for the
payment of principal and interest.

(H) Pursuant to the New GO Bonds Legislation and the CVI Legislation, the
Commonwealth has validly pledged its full faith, credit and taxing power
under the Commonwealth Constitution and applicable Puerto Rico law for the
payment of principal and interest with respect to the New GO Bonds and
payment with respect to the CVIs.

(I) Subject to the occurrence of the Effective Date and as of the date of issuance
of the New GO Bonds and CVIs, the Commonwealth is in compliance with
any applicable debt limits, including the Comprehensive Cap and any
applicable debt limit (if any) contained in the Commonwealth Constitution.

(J) Pursuant to the New GO Bonds Legislation and other applicable law, upon the
issuance of the New GO Bonds, the New GO Bonds shall be secured by a first
priority statutory lien (statutory lien being defined in 11 U.S.C. § 101(53))
over the funds deposited in the Debt Service Fund, including any revenues
generated therefrom, which statutory first lien shall occur automatically and
shall automatically attach and be perfected, valid, and binding from and after
the Effective Date, without any further act or agreement by any Person, and
shall remain in full force and effect until the New GO Bonds have been paid
or satisfied in full in accordance with their terms.

(K) The statutory first lien on funds deposited into the Debt Service Fund, as
provided for in the New GO Bonds Legislation, and all other provisions to pay
the New GO Bonds are valid, binding, legal, and enforceable, including,
without limitation, covenants not to impair such property, maintain available
tax exemption and provide for the conditions regarding substitution of
collateral (including, without limitation, the statutory lien thereon as adequate
protection for the property rights in the Plan and in the Confirmation Order).

(L) The statutory first lien on funds deposited into the Debt Service Fund, as
provided for in the New GO Bonds Legislation, creates the valid pledge and
the valid lien upon the right, title and interest of the Commonwealth in such
funds in favor of the Trustee (for the benefit of the holders of the New GO
Bonds) which it purports to create, subject only to the provisions of the New
GO Bonds Indenture permitting the withdrawal, payment, setting apart or
appropriation thereof for the purposes and on the terms and conditions set
forth in the New GO Bonds Indenture and each applicable supplemental
indenture.

(M) The Commonwealth has waived, and shall be deemed to have waived, the
automatic stay in any future insolvency proceeding commenced on behalf of

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the Commonwealth (whether under Title III of PROMESA or otherwise) with

respect to monies on deposit in the Debt Service Fund as of the
commencement thereof.

(N) In light of the enactment of the New GO Bonds Legislation and the CVI
Legislation, upon execution by all parties thereto, the New GO Bonds
Indenture and the CVI Indenture shall (i) have been duly and lawfully
authorized by the Commonwealth, and (ii) be in full force and effect and valid
and binding upon the Commonwealth and enforceable in accordance with
their terms, except that enforceability of rights and remedies may be limited
by bankruptcy, insolvency, reorganization, moratorium, or other laws
affecting creditors’ rights generally or as to the availability of any particular
remedy.

(O) For purposes of section 209 of PROMESA, the discharge of debt to occur as
of the Effective Date pursuant to the Plan and the Confirmation Order is
necessary for the Oversight Board to certify that expenditures do not exceed
revenues for the Commonwealth, as determined in accordance with modified
accrual accounting standards.

(P) The Court’s Opinion and Order Granting Defendants’ Motion to Dismiss the
Complaint (Docket Entry No. 83 in Adv. Proc. No. 21-00068), including,
without limitation, that the GDB HTA Loans are subject to subordination to
the HTA 68 Bonds and the HTA 98 Bonds qualifies as the “GDB Loan
Priority Determination” for purposes of the Plan.

4. Litigation Resolution. For the reasons stated herein and in the Findings of Fact

and Conclusions of Law, the provisions of the Plan constitute a good faith, reasonable, fair, and

equitable compromise and settlement of all Claims and controversies resolved pursuant to the

Plan, including, without limitation, the compromise and settlement of asserted and unasserted

disputes concerning the rights of holders of CW Bond Claims, CW Guarantee Bond Claims, ERS

Bond Claims, PBA Bond Claims, CW/Convention Center Claims, CW/HTA Claims, CW/MBA

Claims, CW/PRIFA Rum Tax Claims, and PRIFA BANs, and disputes (a) set forth in the Debt

Related Objections challenging, among other things, the validity, priority, secured status, and

related rights of the 2011 CW Bond Claims, the 2011 CW Series D/E/PIB Bond Claims, the

2012 CW Bond Claims, the 2014 CW Bond Claims, the 2014 CW Guarantee Bond Claims, the

2011 PBA Bond Claims, the 2012 PBA Bond Claims, and the PRIFA BANs, (b) set forth in the

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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 CCDA, HTA, the MBA, and PRIFA, as

applicable, and subject to “clawback” 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, (f) set forth in the ERS Litigation, the ERS Recovery

Actions, and the ERS Takings Action, (g) between the Commonwealth and PBA, including,

without limitation, the resolution of (i) the claims and Causes of Action currently being litigated

in the PBA Litigation, (ii) the amount, if any, of the PBA Administrative Expense Claim, and

(iii) the ownership of the PBA Property, between the Commonwealth and PBA and the claims

that PBA may assert against the Commonwealth under leases, agreements, and applicable law,

(h) set forth in the Lift Stay Motions and the Clawback Actions relating to the CW/Convention

Center Claims, the CW/HTA Claims, and the CW/PRIFA Rum Tax Claims, and (i) set forth in

the PRIFA BANs Litigation, each as incorporated into the Plan, and the entry of this

Confirmation Order constitutes, if required, approval of all such compromises and settlements

pursuant to Bankruptcy Rule 9019 and sections 105(a) and 1123(b)(5) of the Bankruptcy Code.

Pursuant to this Confirmation Order, and to the extent provided in the Plan, on the Effective

Date, such compromises and settlements shall be binding upon the Debtors, all Creditors of the

Debtors, and all other Entities and, to the fullest extent permitted by applicable law, shall not be

subject to collateral attack or other challenge (other than appeals) in any other court or forum.

5. Plan Settlements Approved. The Court hereby approves the compromises and

settlements embodied in the Plan as fair and reasonable and, as of the Effective Date of the Plan,

authorizes and directs the consummation thereof.

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6. Dismissal of Med Center Litigation. On the Effective Date, the Med Center

Litigation, except the Med DC Action, shall be deemed dismissed, with prejudice, and each of

the Commonwealth and the respective Med Centers shall take such action as is necessary to

notify the applicable court of such dismissal, including, without limitation, within ten (10)

Business Days of the Effective Date, filing notices with the clerk of such court setting forth the

resolution of the Med Center Litigation and the dismissal thereof (except the Med DC Action),

with prejudice; provided, however, that all appeals taken from the Med DC Action shall be

dismissed, with prejudice, and each of the Commonwealth and the Med Centers party to such

appeals shall take such action as is necessary to notify such appellate courts of appeal of such

dismissal, with prejudice; and, provided, further, that the Commonwealth and the Med Centers

shall file a notice with the clerk of the court in connection with the Med DC Action that (a) all

actions in connection with the Med DC Action shall be stayed, and (b) in the event that, from and

after July 1, 2022, the Commonwealth defaults on its obligations arising from or relating to the

Medicaid Act, 42 U.S.C. § 1396a(bb), such stay shall be lifted and the Med Centers may pursue

relief and the Commonwealth may present any and all defenses with respect to such alleged

future defaults, with all existing defaults as of the date hereof having been waived by the Med

Centers. Without in any way limiting the foregoing, from and after the earlier to occur of (y)

July 1, 2022 and (z) the Effective Date (the “Med Center Outside Date”), and until otherwise

ordered or agreed upon, the parties shall continue to adhere to and comply with the terms and

provisions of that certain Stipulation Modifying the Automatic Stay Between the Commonwealth

and Atlantic Medical Center, Inc., Camuy Health Services, Inc., Centro de Salud Familiar Dr.

Julio Palmieri Ferri, Inc., Ciales Primary Health Care Services, Inc., Corp. De Serv. Médicos

Primarios y Prevención de Hatillo, Inc., Costa Salud, Inc., Centro de Salud de Lares, Inc.,

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Centro de Servicios Primarios de Salud de Patillas, Inc., and Hospital General Castañer, Inc.,

dated July 12, 2019 (the “Med Center Stipulation”) (see Docket Entry Nos. 8499 and 12918-14),

including, without limitation, the making of quarterly payments to certain Med Centers in

accordance therewith. Payments made by the Commonwealth, either directly or indirectly

through contractors or subcontractors, to any Med Center prior to modification of the Med

Center Stipulation or such other agreement between the applicable Med Centers and the

Commonwealth shall not be subject to setoff or recoupment on account of any claims or causes

of action arising during the period up to and including the Effective Date; provided, however,

that, in the event that the Commonwealth or any Med Center determines that any payments made

pursuant to the Med Center Stipulation from and after the Med Center Outside Date constitute an

overpayment or an underpayment, as the case may be, based upon services provided by the Med

Centers from and after the Med Center Outside Date, the Commonwealth or such Med Center

shall submit such issue for a determination in connection with the Med DC Action, with all

parties reserving all rights, defenses, and counterclaims with respect to such overpayments or

underpayments, as the case may be, notwithstanding the imposition of any stay.

7. Dismissal of ERS Litigation. On the Effective Date, (a) the ERS Litigation and

the ERS Recovery Actions shall be dismissed and/or denied, with prejudice, and (b) the

Oversight Board, by itself or through its committees, the Creditors’ Committee, and the ERS

Bondholders (on their own account or on behalf of affiliates or related funds or accounts

managed by affiliates) shall take any and all action reasonably necessary, including, without

limitation, filing such notices, stipulations or other pleadings (i) in the Title III Court to

effectuate such dismissal and/or denial of the ERS Litigation and the ERS Recovery Actions,

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with prejudice, and (ii) in the United States Court of Appeals for the Federal Circuit to effectuate

the dismissal and/or denial of the ERS Takings Action, with prejudice.

8. Dismissal of GO/Clawback Litigation. On the Effective Date, (a) to the extent

extant, the Debt Related Objections, the Invalidity Actions, the Lien Challenge Actions, the Lift

Stay Motions, the Clawback Actions, and the Section 926 Motion shall be dismissed and/or

denied, with prejudice, (b) the Oversight Board, by itself or through its committees, the

Creditors’ Committee, the Monolines and the PSA Creditors (on their own account or on behalf

of affiliates or related funds or accounts managed by affiliates) shall take any and all action

reasonably necessary, including, without limitation, filing such notices, stipulations or other

pleadings in the Title III Court, the United States Court of Appeals for the First Circuit and the

courts of the Commonwealth of Puerto Rico, as applicable, to effectuate the dismissal of the

aforementioned litigations and motions, with prejudice.

9. Dismissal of PRIFA BANs Litigation. On the Effective Date, (a) the PRIFA

BANs Litigation and the PRIFA BANs Takings Litigation shall be dismissed and/or denied, with

prejudice, and (b) the Oversight Board, by itself or through its committees, and the plaintiffs

therein (on their own account or on behalf of affiliates or related funds or accounts managed by

affiliates) shall take any and all action necessary, including, without limitation, filing such

notices, stipulations or other pleadings (i) in the Title III Court to effectuate such dismissal

and/or denial of the PRIFA BANs Litigation, with prejudice, and (ii) in the United States Court

of Federal Claims to effectuate the dismissal and/or denial of the PRIFA BANs Takings

Litigation, with prejudice.

10. Dismissal of the PBA Litigation. On the Effective Date, (a) the PBA Litigation

shall be dismissed, with prejudice, and (b) the Oversight Board, by itself or through its

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committees, and the plaintiffs therein (on their own account or on behalf of affiliates or related

funds or accounts managed by affiliates) shall take any and all action necessary, including,

without limitation, filing such notices, stipulations or other pleadings in the Title III Court to

effectuate such dismissal and/or denial of the PBA Litigation, with prejudice.

11. Implementation of the Plan. On and after the Effective Date, the Debtors, the

Reorganized Debtors, and each of their respective authorized agents and representatives are

authorized and directed to (a) execute, deliver, file, or record such documents, contracts,

instruments, releases, and other agreements including, without limitation, those contained in the

Plan Supplement, (b) make any and all distributions and transfers contemplated pursuant to, and

as provided for in, the Plan and the Plan Supplement, (c) take such other actions as may be

necessary to effectuate, implement, and further evidence the terms and conditions of the Plan,

including, among other things, all such actions delineated in article LXXXIX of the Plan, 7 and

(d) direct or instruct The Depository Trust Company, or such other person or entity necessary to

implement or effectuate the terms of (i) any custodial trust, escrow arrangement, or similar

structure established pursuant to section 75.5(b) of the Plan and facilitated by Ambac (an

“Ambac Trust”), (ii) the FGIC Trust, (iii) the Syncora Trust, (iv) any custodial trust, escrow

arrangement, or similar structure established pursuant to section 75.1(b)(ii) of the Plan (an

“Assured Trust”), and (v) the Avoidance Actions Trust (collectively, the “Trusts”), and (vi) the

related Trust documentation. Without in any way limiting the foregoing, on the Effective Date,

the appropriate officers or representatives of the Debtors and Reorganized Debtors, as the case

may be, and members of the boards of directors of the same, as applicable, are authorized,

7
Article LXXXIV has been amended to reflect that Class 54 is among the Unimpaired
Classes (§ 84.2), rather than among the Impaired Classes (§ 84.1.)

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empowered, and directed to issue, execute, file, and deliver or record such documents, contracts,

instruments, releases, and other agreements, including those contained in the Plan Supplement,

contemplated by the Plan, and make, or cause to be made, any and all distributions and transfers

contemplated pursuant to, and as provided for in, the Plan and the Plan Supplement, in the name

of and on behalf of the Debtors and Reorganized Debtors, as applicable.

12. Enforceability of New Debt Instruments. Pursuant to each of Bankruptcy Code

section 944(b)(3), the New GO Bonds Legislation, the CVI Legislation, and all debt instruments

to be issued pursuant to the Plan will constitute, upon distribution thereof, valid legal obligations

of the Debtor or the Reorganized Debtor, as the case may be, that issues them, and any provision

made to pay or secure payment of such obligation is valid.

13. Authorization of New GO Bonds and CVIs and Injunction. The debt

authorization in Act 53-2021 is conditioned only on the Plan’s cancellation of the Monthly

Benefit Modification provided for in the proposed Seventh Amended Title III Joint Plan of

Adjustment of the Commonwealth of Puerto Rico, et al. (Docket Entry No. 17627) (the “Seventh

Amended Plan”), and does not require satisfaction of any other conditions including cancellation

of (a) the elimination of cost of living adjustments and/or (b) freeze or terminations of accrual of

defined benefits under the Teachers Retirement System or the Judiciary Retirement System from

and after the Effective Date. The Plan cancels and eliminates the Monthly Benefit Modification

previously included in the proposed Seventh Amended Plan, thereby satisfying the condition in

Act 53-2021 for its debt authorization. The Commonwealth government shall not repeal such

debt authorization prior to all such indebtedness issued pursuant to the Plan being satisfied in

accordance with the terms thereof. For avoidance of doubt, the Plan does not modify benefits

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comprised of the “Monthly Base Pension,” “Christmas Bonus,” “Summer Bonus,” “Medicine

Bonus,” and “Medical Insurance Benefit,” each as defined in the Seventh Amended Plan.

14. Purchase and Sale of Certain ERS Assets. On the Effective Date, (a) the

Commonwealth shall purchase, and ERS shall sell, assign, transfer, and convey to the

Commonwealth, all of ERS’s right, title and interest in ERS’s Assets, including, without

limitation, such Assets subject to a valid and perfected lien or security interest (other than liens

or claims discharged pursuant to the Plan and this Confirmation Order) for an aggregate purchase

price equal to the sum of Three Hundred Seventy-Three Million Dollars ($373,000,000.00), and

(b) in accordance with the terms and provisions of section 69.2 of the Plan, (i) the

Commonwealth shall be granted an option to purchase the ERS Private Equity Portfolio or the

interests of the ERS Trust, (ii) in the event the Commonwealth declines to exercise such option,

pursuant to the Bondholder Election, ERS bondholders shall have the option to purchase the ERS

Private Equity Portfolio or the interests of the ERS Trust, as the case may be, for Seventy

Million Seven Hundred Fifty Thousand Dollars ($70,750,000.00), plus such amount as may be

necessary to reimburse the Commonwealth for any funded shortfall amounts in connection with

the ERS Private Equity Portfolio, and (iii) in the event that the Bondholder Election is not

exercised, the Commonwealth shall purchase the ERS Private Equity Portfolio for Seventy

Million Seven Hundred Fifty Thousand Dollars ($70,750,000.00).

15. Monthly Deposits of Interest and Principal. Pursuant to the New GO Bonds

Legislation and the New GO Bonds Indenture, from and after the Effective Date, until the New

GO Bonds have been paid or satisfied in full in accordance with their terms, on the first (1st)

Business Day of each calendar month, the Reorganized Commonwealth shall deposit Cash in the

Debt Service Fund with the New GO Bonds Trustee in the aggregate amount equal to (i) one-

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sixth (1/6) of the Reorganized Commonwealth’s semi-annual obligation with respect to the

payment of interest to accrue on the New GO Bonds through the next interest payment date, and

(ii) one twelfth (1/12) of the Reorganized Commonwealth’s then annual obligation with respect

to the payment of principal (or accreted value) on the New GO Bonds. On the Effective Date,

the Reorganized Commonwealth shall deposit into the Debt Service Fund such additional

amounts as may be necessary to account for the New GO Bonds being issued as of the Deemed

Issuance Date.

16. Comprehensive Cap on All Net Tax-Supported Debt. During the Debt Policy

Period, pursuant to the Debt Responsibility Act and in accordance with the New GO Bonds

Indenture and the CVI Indenture, the Commonwealth and the Reorganized Commonwealth, as

applicable, shall adopt and maintain a Debt Management Policy that includes a Comprehensive

Cap on all Net Tax-Supported Debt of article IV of the Debt Responsibility Act, which cap shall

be set at seven and ninety-four one hundredths percent (7.94%) of Debt Policy Revenues as and

when measured in accordance with the Debt Responsibility Act, including a secured and/or

securitized debt sublimit of twenty-five one hundredths percent (0.25%) of Debt Policy

Revenues above and beyond the percentage of Debt Policy Revenues required to pay the

maximum annual debt service on the COFINA Bonds outstanding as of the Effective Date. Debt

service payments on New GO CABs issued pursuant to the Plan to holders or insurers of GO

Bonds and PBA Bonds, and payments on CVIs to be issued pursuant to the Plan or other

contingent value instruments that may be issued pursuant to or in connection with a

Commonwealth Instrumentality Plan, including a Commonwealth Instrumentality Plan for HTA,

CCDA, or PRIFA, in satisfaction of claims asserted by (a) holders or insurers of bonds issued by

such instrumentality or (b) other creditors of such instrumentality, will not apply towards the

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Comprehensive Cap. For the avoidance of doubt, any capital appreciation general obligation

bonds or similar tax supported debt obligations issued to anyone other than the holders or

insurers of GO Bonds and PBA Bonds pursuant to the Plan, and any contingent value

instruments or similar tax supported debt obligations issued other than pursuant to or in

connection with the Plan or any Commonwealth Instrumentality Plan, shall count towards the

Comprehensive Cap, irrespective of whether issued prior to or after the Effective Date. The

Secretary of Treasury’s certification of compliance with the Debt limit pursuant to section 74.4

of the Plan shall be conclusive and binding absent manifest error; provided, however, that, in

issuing such certification, with respect to the calculation of the revenues of public corporations

included as Debt Policy Revenues, the Secretary of Treasury may rely on certifications from

officers of such public corporations.

17. Adoption and Maintenance of a Debt Management Policy. During the Debt

Policy Period, the Reorganized Commonwealth shall maintain and comply with a Debt

Management Policy designed to ensure that certain past Debt issuance practices of the

Commonwealth are not repeated. The Debt Management Policy shall, unless otherwise

approved, in writing, by the Oversight Board (to the extent exercising authority in accordance

with the provisions of PROMESA), at all times include the principles and limitations provided in

section 74.5 of the Plan.

18. Creation of Avoidance Actions Trust. Upon the execution of the Avoidance

Actions Trust Agreement pursuant to section 78.1 of the Plan, the Avoidance Actions Trust shall

be established and validly created pursuant to the terms of the Avoidance Actions Trust

Agreement, with no further authorization or legislative action being required, and the Avoidance

Actions Trustee shall be selected in accordance with the terms and provisions of the Avoidance

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Actions Trust Agreement. This Court shall retain jurisdiction to enforce the terms and

provisions of the Avoidance Actions Trust Agreement.

19. Avoidance Actions Trust Assets. The Avoidance Actions Trust shall consist of

the Avoidance Actions Trust Assets. On the Effective Date, the Debtors shall transfer all of the

Avoidance Actions Trust Assets to the Avoidance Actions Trust and, in accordance with section

1123(b)(3)(B) of the Bankruptcy Code, the Avoidance Actions Trust shall have the sole right,

authority, and standing to prosecute, settle or otherwise dispose of all Avoidance Actions,

including, without limitation, those set forth on Exhibits A and B to the Plan, as of the Effective

Date. The Avoidance Actions Trust Assets may be transferred subject to certain liabilities,

including, without limitation, all counterclaims and defenses to any such Avoidance Actions

Trust Assets, as provided in the Plan or the Avoidance Actions Trust Agreement. Such transfer

shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use or other

similar Tax, pursuant to section 1146(a) of the Bankruptcy Code. Upon delivery of the

Avoidance Actions Trust Assets to the Avoidance Actions Trust, the Debtors, the Reorganized

Debtors, and their predecessors, successors and assigns, and each other Entity released pursuant

to section 88.2 of the Plan shall be discharged and released from all liability with respect to the

delivery of such distributions.

20. Funding, Costs, and Expenses of the Avoidance Actions Trust. On the Effective

Date, the Avoidance Actions Trust shall be funded on a one-time basis in an amount up to

Fifteen Million Dollars ($15,000,000.00), as determined by the Creditors’ Committee at or prior

to the Confirmation Hearing. The reasonable costs and expenses of the Avoidance Actions

Trust, including the fees and expenses of the Avoidance Actions Trustee and its retained

professionals, shall be paid out of the Avoidance Actions Trust Assets. Fees and expenses

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incurred in connection with the prosecution and settlement of any Claims shall be considered

costs and expenses of the Avoidance Actions Trust.

21. Indemnification of Avoidance Actions Trustee and Board. The Avoidance

Actions Trustee, the Trust Advisory Board (as defined in the Avoidance Actions Trust

Agreement), and their respective firms, companies, affiliates, partners, officers, directors,

members, employees, professionals, advisors, attorneys, financial advisors, investment bankers,

disbursing agents and agents, and any of such Person’s successors and assigns (each, an

“Indemnified Party”), shall not be liable to the Avoidance Actions Trust Beneficiaries (as

defined in the Avoidance Actions Trust Agreement) for actions taken or omitted in their capacity

as, or on behalf of, the Avoidance Actions Trustee or the Trust Advisory Board, as applicable,

except those acts arising from their own fraud, willful misconduct or gross negligence, and each

shall be entitled to indemnification and reimbursement by the Avoidance Actions Trust for fees

and expenses in defending any and all actions or inactions in their capacity as, or on behalf of,

the Avoidance Actions Trustee or the Trust Advisory Board, as applicable, except for any actions

or inactions involving fraud, willful misconduct or gross negligence. Any indemnification claim

of an Indemnified Party pursuant to section 7.5 of the Avoidance Actions Trust Agreement shall

be satisfied solely from the Avoidance Actions Trust Assets and shall be entitled to a priority

distribution therefrom. The Indemnified Parties shall be entitled to rely, in good faith, on the

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

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

are indemnified.

22. Creation of Pension Reserve Trust. Upon the execution of the Pension Reserve

Deed of Trust pursuant to section 83.1 of the Plan, the Pension Reserve Trust shall be established

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and validly created pursuant to the terms of the Pension Reserve Deed of Trust, with no further

authorization or legislative action being required, and shall not be subject to taxation by the

Commonwealth. This Court’s retention of jurisdiction includes jurisdiction over actions to

enforce the terms and provisions of the Pension Reserve Deed of Trust.

23. Funding of the Pension Reserve Trust. On the Effective Date, the Commonwealth

shall contribute, or cause to be contributed, to the Pension Reserve Five Million Dollars

($5,000,000.00) to fund the initial administrative fees, costs and expenses of the Pension Reserve

Trust, of which One Million Dollars ($1,000,000.00) shall be deposited into the Pension Reserve

Board’s general account, Two Million Five Hundred Thousand Dollars ($2,500,000.00) shall be

deposited into the Pension Benefits Council’s administrative and operating account, and One

Million Five Hundred Thousand Dollars ($1,500,000.00) shall be deposited into the Pension

Reserve Board’s administrative and operating account. From and after the FY in which the

Effective Date occurs up to and including the conclusion of the ninth (9th) FY following the FY

in which the Effective Date occurs, the Reorganized Commonwealth shall make, or cause to be

made, annual (but in no event later than October 1st following the conclusion of each FY)

contributions to the Pension Reserve Trust in an amount equal to (a) the Base Contribution, (b)

such additional amount calculated as the lower of the actual primary surplus for such FY and the

projected Fiscal Plan primary surplus for such FY, minus the sum of (i) the Base Contribution

for such FY, plus (ii) the Commonwealth debt service obligation pursuant to the Fiscal Plan for

such FY, plus (iii) Two Hundred Million Dollars ($200,000,000.00); provided, however, that, in

all instances, such additional amount cannot be lower than zero dollars ($0.00), and (c) subject to

applicable laws, including, without limitation, Titles I and II of PROMESA, such additional

amounts as the Reorganized Commonwealth may deposit into the Pension Reserve Trust. The

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Pension Reserve Trust shall be managed by an independent entity whose members shall meet the

independence, professionalism, experience and qualification standards set forth in the Pension

Reserve Deed of Trust and shall be subject to all Commonwealth contracting, ethics, and

conflicts of interest laws and regulations.

24. No Action. Pursuant to section 1142(b) of the Bankruptcy Code, the Debtors are

directed to, and no further action of the directors or officers of the Debtors shall be required to

authorize the Debtors to, enter into, execute, deliver, file, adopt, amend, restate, consummate, or

effectuate, as the case may be, the Plan, and any contract, instrument, or other document to be

executed, delivered, adopted, or amended in connection with the implementation of the Plan,

including, without limitation, the Plan Supplement.

25. Government Action. From the Effective Date up to and including the satisfaction

of the New GO Bonds and the CVIs in accordance with their respective terms, (a) pursuant to

Bankruptcy Code section 1142(b), the Government of Puerto Rico, including, without limitation,

any Entity or Person acting for or on behalf thereof, shall take any and all actions necessary to

consummate the transactions contemplated by the Plan, (b) the Puerto Rico Department of

Treasury and AAFAF, as applicable, are authorized and directed, notwithstanding any

requirements of Puerto Rico law, to execute any and all agreements necessary for the

implementation of the Plan and to make any payments required thereunder, and (c) pursuant to

section 108(a)(2) of PROMESA, no party, individual, official, or officer (elected or appointed),

agency, or Entity shall enact, adopt, or implement any law, rule, regulation, or policy that (i)

impedes, financially or otherwise, consummation and implementation of the transactions

contemplated by the Plan, including, but not limited to, those contemplated pursuant to the New

GO Bonds Indenture and the CVI Indenture, or (ii) creates any inconsistency in any manner,

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amount, or event between the terms and provisions of the Plan or a Fiscal Plan certified by the

Oversight Board, each of which actions has been determined by the Oversight Board to impair or

defeat the purposes of PROMESA. To the maximum extent permitted by law, the Government

of Puerto Rico, including, without limitation, any Entity or Person acting for or on behalf

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

contemplated by the Plan. Without in any way limiting the foregoing, on the earlier to occur of

(y) the Effective Date and (z) within forty-five (45) days from and after the date hereof, the

agencies and instrumentalities set forth on Exhibit D hereto are directed to transfer the funds and

the proceeds of liquid securities held on account and set forth on Exhibit D hereto to the Puerto

Rico Treasury Single Account; provided, however, that Exhibit D hereto may be amended

during the period up to and including thirty (30) days from the date hereof upon the agreement of

the Oversight Board and AAFAF and, to the extent amended, the Oversight Board shall file an

informative motion with the Title III Court with respect thereto.

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

section 305 of PROMESA, with the consent of the Oversight Board and consistent with the Plan,

using all their political and governmental powers, the Governor and Legislature are directed to

take all acts necessary to carry out and satisfy all obligations and distributions set forth in the

Plan.

27. Binding Effect. This is a full and complete Final Order intended to be conclusive

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

forum, and may only be challenged in accordance with applicable rules in this Court and

appealed as provided in PROMESA and other applicable federal laws, rules, and jurisprudence,

by (i) the Debtors, (ii) the Reorganized Debtors, (iii) the Commonwealth and its

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instrumentalities, (iv) each Entity asserting claims or other rights against 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 Debtors 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 Plan and, if impaired, whether or not such Entity

accepted the Plan, (v) any other Entity, and (vi) each of the foregoing’s respective heirs,

successors, assigns, trustees, executors, administrators, officers, directors, agents,

representatives, attorneys, beneficiaries or guardians; provided, however, that the compromises

and settlements set forth in the Plan and this Confirmation Order with respect to the priority of

the New GO Bonds and the CVIs under PROMESA, the Commonwealth Constitution, or other

applicable law shall not be binding on any party in interest (including any successor to the

Oversight Board) in a subsequent Title III (or other insolvency) proceeding.

28. Cancellation of Notes, Instruments, Certificates, and Other Documents. Pursuant

to section 77.6 of the Plan, and except (a) as provided in any contract, instrument or other

agreement or document entered into or delivered in connection with the Plan, (b) for purposes of

evidencing a right to distribution under the Plan, or (c) as specifically provided otherwise in the

Plan (including any rejection of Executory Contracts or Unexpired Leases pursuant to section

76.1 of the Plan), on the Effective Date, the PBA Bonds, ERS Bonds and GO Bonds and all

instruments and documents related thereto will be deemed automatically cancelled, terminated

and of no further force or effect against the Debtors without any further act or action under any

applicable agreement, law, regulation, order or rule, with the Debtors and the applicable trustee,

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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 Debtors, as applicable, under

the PBA Bonds, ERS Bonds and GO Bonds and all instruments and documents related thereto

shall be discharged; provided, however, that, notwithstanding anything contained in the Plan or

herein to the contrary, the PBA Bonds, ERS Bonds and GO 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 Plan and to perform such other necessary administrative or other

functions with respect thereto, (ii) to allow holders of Allowed Bond Claims and Allowed

Insured Bond Claims to receive distributions in accordance with the terms and provisions of the

Plan, (iii) to allow any trustee, fiscal agent, agent, contract administrator or similar entity under

all instruments and documents related thereto, to perform necessary functions, including making

distributions, in accordance with the Plan, and to have the benefit of all the rights and protections

and other provisions of such instruments and documents, as applicable, and all other related

agreements, (iv) to set forth the terms and conditions applicable to parties to such documents and

instruments other than the Debtors, (v) to allow a Monoline to exercise the redemption or call

rights assigned to such Monoline pursuant to the provisions of article LXXV of the Plan, (vi) to

allow the applicable trustee or fiscal agent, as the case may be, to appear in any proceeding in

which such trustee or fiscal agent is or becomes a party with respect to clauses (i) through (iv)

above, or (vii) 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

the Commonwealth and PBA use their reasonable efforts to (1) maintain the existing CUSIP

numbers for the Monoline-insured GO Bonds and PBA Bonds, respectively, and (2) take such

other reasonable steps as may be necessary to preserve and effectuate such Claims.

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Notwithstanding the foregoing, and except as otherwise expressly provided in the Plan, such

bonds or bond documents that remain outstanding shall not form the basis for the assertion of

any Claim against the Debtors or Reorganized Debtors, as the case may be.

29. Rejection or Assumption of Remaining Executory Contracts and Unexpired

Leases. Pursuant to section 365(b)(2) of the Bankruptcy Code, applicable to the Title III Case

pursuant to section 301 of PROMESA, and subject to the provisions of sections 76.5 and 76.7 of

the Plan, all Executory Contracts and Unexpired Leases that exist between the Debtors and any

Entity, and which have not expired by their own terms on or prior to the Confirmation Date, shall

be deemed rejected by the Debtors as of the 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 Effective Date, (b) that is specifically designated as a

contract or lease to be assumed 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) that has been approved by the Oversight Board or

authorized by the Title III Court, unless specifically designated a contract to be rejected in the

Plan Supplement, (f) with the United States, or any of its agencies, departments or agents or

pursuant to any federal program, (g) that is an incentive agreement between the Government of

the Commonwealth of Puerto Rico and rum producers with respect to rum excise tax “Cover

Over” revenues, or (h) by or between any Commonwealth of Puerto Rico agencies, departments,

municipalities, public corporations, or instrumentalities (other than leases to which PBA is a

party); provided, however, that the Debtors reserve the right to amend, on or prior to the

Effective Date, such schedules to delete any Executory Contract and Unexpired Lease therefrom

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or add any Executory Contract and Unexpired Lease thereto, in which event such Executory

Contract(s) and Unexpired Lease(s) shall be deemed to be, as the case may be, either rejected,

assumed, or assumed and assigned as of the Effective Date. The Debtors shall serve (y) notice of

any Executory Contract and Unexpired Lease to be assumed or assumed and assigned through

the operation of section 76.1 of the Plan, by including a schedule of such contracts and leases in

the Plan Supplement and (z) notice of any Executory Contract and Unexpired Lease to be

rejected through the operation of section 76.1 of the Plan, by serving a separate notice to the

relevant counterparties to such agreements. To the extent there are any amendments to such

schedules, the Debtors 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 Debtors that such document is an Executory Contract and Unexpired Lease or that the

Debtors have any liability thereunder. Except as provided in articles LV and LVI of the Plan,

none of the Debtors’ collective bargaining agreements shall be treated as Executory Contracts

and none shall be assumed or rejected or otherwise treated pursuant to the Plan, but shall remain

in effect subject, in all instances, to Puerto Rico law and articles LV and LVI of the Plan

regarding the payment and ongoing treatment of pension and related claims obligations.

30. Insurance Policies. Subject to the terms and provisions of section 76.7 of the

Plan, each of the Debtors’ insurance policies and any agreements, documents, or instruments

relating thereto, are treated as Executory Contracts under the Plan; provided, however, that, such

treatment shall not, and shall not be construed to, discharge or relieve any Monoline with respect

to its respective obligations to holders of Claims under policies of insurance and applicable law

and governing documents with respect thereto.

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31. Rejection Damages Claims. If the rejection of an Executory Contract and

Unexpired Lease by the Debtors 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 Debtors, or its

properties or agents, successors, or assigns, including, without limitation, Reorganized Debtors,

unless a proof of Claim is filed with the Title III Court and served upon attorneys for the

Oversight Board and Reorganized Debtors, as the case may be, on or before thirty (30) days after

the later to occur of (i) the Effective 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.

32. Payment of Cure Amounts. Any monetary amount required as a cure payment

with respect to each prepetition executory contract and unexpired lease to be assumed pursuant

to the Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment

of the cure amount in Cash on the later to occur of (a) the Effective Date and (b) within ten (10)

Business Days of the occurrence of a Final Order setting forth the cure amount as to each

executory contract or unexpired ease to be assumed or assumed and assigned, or upon such other

terms and dates as the parties to such executory contracts or unexpired leases and the Debtor

otherwise agree.

33. Setoffs. Except as otherwise provided in the Plan or in this 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 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 Debtors or Reorganized Debtors may

hold against the holder of such Allowed Claim; provided, however, that neither the failure to

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effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release

by the Debtors or Reorganized Debtors of any such claims, rights, and Causes of Action that the

Debtors or the Reorganized Debtors possess against such holder; and, provided, further, that

nothing contained herein is intended to limit the ability of any Creditor to effectuate rights of

setoff or recoupment preserved or permitted by the provisions of sections 553, 555, 559, or 560

of the Bankruptcy Code or pursuant to the common law right of recoupment; and, provided,

further, that nothing in this decretal paragraph or section 77.11 of the Plan shall affect the

releases and injunctions provided in article XCII of the Plan or this Confirmation Order.

34. Delivery of Distributions.

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

9010 of the Bankruptcy Rules, and except as provided in the Plan or herein, distributions and

deliveries to holders of Allowed Claims shall be made through The Depository Trust Company

or at the address of each such holder as set forth on the Schedules filed with the Court, unless

superseded by the address set forth on proofs of Claim filed by such holders, or at the last known

address of such holder if no proof of Claim is filed or if the Debtors have been notified in writing

of a change of address; provided, however, that, except as otherwise provided herein,

distributions by the Disbursing Agent for the benefit of holders of Allowed Bond Claims shall be

made to the trustee or fiscal agent, as applicable, for such obligation in accordance with the

respective governing documents for such obligations; and, provided, further, that, except as

otherwise provided herein, the Disbursing Agent may make distributions of PSA Restriction

Fees, the Retail Support Fee Return, and Consummation Costs in Cash to a party entitled thereto

in a manner mutually agreed upon between such party and the Disbursing Agent. The trustee or

fiscal agent for each such obligation (or such trustee’s or fiscal agent’s designee) shall, in turn,

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deliver the distribution to holders in the manner provided for in the applicable governing

documents. Each trustee or fiscal agent may conclusively rely upon the distribution instructions

received from the Debtors or their agents with respect to the delivery of distributions in

accordance with the terms and provisions of the Plan, including the contra-CUSIP positions and

escrow positions established by the Debtors or their agents with The Depository Trust Company,

and each trustee or fiscal agent shall close and terminate the original CUSIPs after making

distributions in accordance with the terms and provisions of the Plan and shall have no further

distribution obligations thereunder. No trustee or fiscal agent shall be required to post any bond

or surety or other security for the performance of its duties, unless otherwise ordered or directed

by the Title III Court. Subject to any agreements to the contrary, each trustee or fiscal agent

shall only be required to make the distributions and deliveries described in this decretal

paragraph and the Plan and in accordance with the terms of this Confirmation Order, the Plan

and such other governing document, and shall have no liability for actions reasonably taken in

accordance with the terms of this Confirmation Order, the Plan and such other governing

document, or in reasonable reliance upon information provided to such trustee or fiscal agent by

the Debtors or their agents in accordance with the terms of this Confirmation Order, the Plan or

in connection with distributions to be made hereunder or thereunder, except for liabilities

resulting from the gross negligence or willful misconduct of such trustee or fiscal agent. The

New GO Bonds and the CVIs shall be transferable and recognized if made in accordance with

the terms and conditions of the New GO Bonds Indenture and the CVI Indenture, respectively.

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

Notwithstanding any other provision of the Plan or of this Confirmation Order, (i) to the extent

an Assured Insured Bondholder holding the Assured Insured Bond with CUSIP number

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74514LD46 validly elects (or is deemed to elect) Assured Bondholder Election 2, the

Disbursing Agent will deposit the Assured New Securities and Cash allocable to such Assured

Insured Bondholder in the applicable Assured Trust in accordance with the applicable trust

agreement; (ii) to the extent an Assured Insured Bondholder holding the custody receipt with

CUSIP number 74514LGL5 evidencing a beneficial ownership interest in the Assured Insured

Bond with CUSIP number 745145XZ0, the custody receipt with CUSIP number 745235UX7

evidencing a beneficial ownership interest in the Assured Insured Bond with CUSIP number

745235SA0, the custody receipt with CUSIP number 745235YJ4 or 745235UX7 evidencing a

beneficial ownership interest in the Assured Insured Bond with CUSIP number 745235SA0, the

custody receipt with CUSIP number 745235YZ8 evidencing a beneficial ownership interest in

the Assured Insured Bond with CUSIP number 745235SA0, the custody receipt with CUSIP

number 745235UY5 evidencing a beneficial ownership interest in the Assured Insured Bond

with CUSIP number 745235SC6, or the custody receipt with CUSIP number 745235YV7 or

745235UY5 evidencing a beneficial ownership interest in the Assured Insured Bond with

CUSIP number 745235SC6 validly elects (or is deemed to elect) Assured Bondholder Election

2, such Assured Insured Bondholder will be deemed to have deposited such custody receipts

into the applicable Assured Trust; the trustee (the “Assured Trustee”) of the Assured Trusts (as

the holder of the applicable custody receipts) and Assured will be deemed to have collapsed the

existing custodial arrangement, such that the Assured Trustee will be deemed to hold the

Assured Insured Bonds underlying the applicable custody receipts and the related Assured

Insurance Policies as provided in the applicable trust agreement, without any further action on

the part of the existing custodian, provided, however, that the existing custodian is also hereby

authorized and ordered to take any further actions that may be necessary to confirm the collapse

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of the existing custodial arrangement as provided herein; and the Disbursing Agent will transfer

the Assured New Securities and Cash allocable to such Assured Insured Bondholder to the

Assured Trustee for deposit in the applicable Assured Trust on account of such custody receipts

and Assured Insured Bonds in accordance with the applicable trust agreement; (iii) to the extent

an Assured Insured Bondholder holding the custody receipt with CUSIP number 74514LWE3

evidencing a beneficial ownership interest in the Assured Insured Bond with CUSIP number

745145R53 or holding the custody receipt with CUSIP number 74514LUW5 evidencing a

beneficial ownership interest in the Assured Insured Bond with CUSIP number 74514LNG8

validly elects (or is deemed to elect) Assured Bondholder Election 2, such Assured Insured

Bondholder will be deemed to have deposited such custody receipts into the applicable Assured

Trust; the Assured Trustee (as the holder of the applicable custody receipts) and Assured will be

deemed to have collapsed the existing custodial arrangement, such that the Assured Trustee will

be deemed to hold the Assured Insured Bonds underlying the applicable custody receipts and

the related Assured Insurance Policies as provided in the applicable trust agreement, without

any further action on the part of the existing custodian, provided, however, that the existing

custodian is also hereby authorized and ordered to take any further actions that may be

necessary to confirm the collapse of the existing custodial arrangement as provided herein, and,

without prejudice to the ability of the Assured Trustee to draw on the applicable Assured

Insurance Policy, the Assured Trustee shall be deemed to have deposited such Assured Insured

Bonds (which also qualify as FGIC Insured Bonds), the related FGIC Insurance Policies, and

the related FGIC Plan Consideration into the applicable FGIC Trust pursuant to section 75.4(a)

of the Plan; and the trustee for the Assured Trust related to such Assured Insured Bonds shall be

deemed to have received its Pro Rata Share of the FGIC Plan Consideration, and shall receive

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the FGIC Certificates allocable to such Assured Insured Bondholder on account of the custody

receipts referred to in this subsection (iii) above and Assured Insured Bonds (which also qualify

as FGIC Insured Bonds) referred to in this subsection (iii) above for deposit in the relevant

Assured Trust in accordance with the applicable trust agreement; (iv) pursuant to section

75.1(a) of the Plan, Assured is hereby deemed to have exercised the Assured Acceleration Price

Payment Option with respect to all Assured Insured Bonds with respect to which Assured has

exercised the Assured Election, and the Disbursing Agent shall disburse the Assured New

Securities and Cash on account of any Assured Insured Bonds with respect to which Assured

has exercised the Assured Election or with respect to which an Assured Insured Bondholder has

validly elected Assured Bondholder Election 1 to Assured in a manner mutually agreed upon

between the Disbursing Agent and Assured; and (v) on or prior to the Effective Date, the

Disbursing Agent and the Debtors shall disclose to Assured the Acceleration Price to be paid

with respect to any Assured Insured Bonds with respect to which Assured has exercised the

Assured Election or with respect to which an Assured Insured Bondholder has validly elected

Assured Bondholder Election 1, and on the Effective Date (1) with respect to such Assured

Insured Bonds insured in the primary market, the paying agent for the GO Bonds or the fiscal

agent for the PBA Bonds, as applicable, shall draw down on the applicable Assured Insurance

Policies to pay the applicable Assured Acceleration Price to the beneficial holders of such

Assured Insured Bonds insured in the primary market in accordance with sections 75.1(a) and

75.1(b)(i) of the Plan, as applicable, and (2) with respect to such Assured Insured Bonds insured

in the secondary market, Assured shall, or shall cause the applicable custodian of custody

receipts evidencing the beneficial ownership interest of the holders thereof in such Assured

Insured Bonds and the related Assured Insurance Policies to draw on the applicable Assured

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Insurance Policies in order to pay the applicable Assured Acceleration Price to the beneficial

holders of such Assured Insured Bonds insured in the secondary market in accordance with

sections 75.1(a) and 75.1(b)(i) of the Plan, as applicable; provided, however, that, for the

avoidance of doubt, Assured shall not in any circumstance be required to pay itself an

Acceleration Price with respect to any Assured Insured Bonds owned by Assured, by

subrogation or otherwise.

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

Notwithstanding any other provision of the Plan or of this Confirmation Order, on the Effective

Date, National shall receive, and the Disbursing Agent shall disburse to National in a manner

mutually agreed upon by the Disbursing Agent and National, the National Plan Consideration

that would otherwise be allocable to holders of Allowed National Insured Bond Claims that

elected to receive the National Non-Commutation Treatment by electing such treatment in

accordance with the Election Notice for National Bond Holders with Claims in Classes 3 and 25

(Docket Entry No. 17639-30) or the Election Notice for National Bond Holders with Claims in

Class 18 (Docket Entry No. 17639-31); provided, however, that, for the avoidance of doubt,

National shall not in any circumstance be required to pay itself the National Acceleration Price

with respect to any National Insured Bonds owned by National, by subrogation or otherwise.

(d) Delivery of Distributions to FGIC. Notwithstanding any other provision

of the Plan or of this Confirmation Order, on the Effective Date, the Disbursing Agent shall

distribute to FGIC FGIC’s share of the Vintage CW Bond Recovery, the Vintage CW

Guarantee Bond Recovery, and the Vintage PBA Bond Recovery in accordance with the terms

and provisions of section 75.4(b) of the Plan in a manner mutually agreed upon between the

Disbursing Agent and FGIC.

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(e) Delivery of Distributions with Respect to Ambac Insured Bonds.

Notwithstanding any other provision of the Plan or of this Confirmation Order, (i) to the extent

a holder of any Ambac Insured Bonds with CUSIP numbers 745235D32,745235D40, or

745235B75 validly elects to receive the Ambac Non-Commutation Treatment, the Disbursing

Agent shall, on the Effective Date or as soon as reasonably practicable thereafter, distribute to

Ambac the Ambac Plan Consideration payable to such holder on account of its Allowed Claims

in Classes 4 and 26; (ii) to the extent a holder of any Ambac Insured Bonds with CUSIP

numbers 745235D32, 745235D40, or 745235B75 validly elects to receive the Ambac

Commutation Treatment or otherwise fails to validly elect to receive the Ambac Non-

Commutation Treatment (including submitting an election for less than all of its Claims in

Classes 4 or 26), on the Effective Date or as soon as reasonably practicable thereafter, the

Disbursing Agent shall distribute the Ambac Commutation Consideration payable on account of

its Allowed Claims in Class 4 and/or 26 under the Plan to the applicable indenture trustee,

which shall in turn distribute such consideration to the applicable bondholders, except that

Ambac may direct the applicable indenture trustee to reduce the distribution to any holder to

account for any payments that Ambac has made, or for any other consideration that Ambac has

made available or will make available, to such holder (collectively, the “Prior Payments”), and

the applicable indenture trustee shall then pay the portion of the Ambac Commutation

Consideration equal to the applicable Prior Payment to Ambac; (iii) to the extent a holder of

any Ambac Insured Bonds with CUSIP number 745145AX0 validly elects to receive the

Ambac Non-Commutation Treatment, on the Effective Date or as soon as reasonably

practicable thereafter, the Disbursing Agent shall distribute to Ambac the Ambac Plan

Consideration payable to such holder on account of its Allowed Claims in Class 19; (iv) to the

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extent a holder of any Ambac Insured Bonds with CUSIP number 745145AX0 fails to validly

elect to receive the Ambac Non-Commutation Treatment (including by submitting an election

for less than all of its Claims), on the Effective Date or as soon as reasonably practicable

thereafter, the Disbursing Agent shall distribute the Ambac Commutation Consideration

payable on account of its Allowed Claims in Class 19 under the Plan to the applicable indenture

trustee, which shall in turn distribute such consideration to the applicable bondholders, except

that Ambac may direct the applicable indenture trustee to reduce the distribution to any holder

to account for any Prior Payments that Ambac has made, or for any other consideration that

Ambac has made available or will make available, to such holder and the applicable indenture

trustee shall then pay the portion of the Ambac Commutation Consideration equal to the

applicable Prior Payment to Ambac; and (v) with respect to Ambac Insured Bonds with CUSIP

numbers 745145GB2, 745145A3, 745145YY2, 745235KT7, 745235TH4, 745235TJ0,

745235TK7, 745235TL5, which are fully matured, on the Effective Date or as soon as

reasonably practicable thereafter, the Disbursing Agent shall distribute the Ambac Plan

Consideration distributable on account of Allowed Claims in Classes 4, 19, or 26 to Ambac.

(f) Delivery of Distributions with Respect to Clawback Recoveries.

Notwithstanding any other provision of the Plan or of this Confirmation Order, (i) on the

Effective Date, or, in the event the HTA Distribution Conditions have not been satisfied as of

the Effective Date, upon satisfaction of the HTA Distribution Conditions, the Disbursing Agent

shall distribute to each applicable Monoline its share of the CW/HTA Clawback Recovery in

accordance with the terms and provisions of section 63.1 of the Plan in a manner mutually

agreed upon between the Disbursing Agent and such Monoline; (ii) on the Effective Date, the

Disbursing Agent shall distribute to each applicable Monoline its share of the CW/Convention

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Center Clawback Recovery in accordance with the terms and provisions of section 64.1 of the

Plan in a manner mutually agreed upon between the Disbursing Agent and such Monoline; and

(iii) on the Effective Date, or, in the event the PRIFA Distribution Conditions have not been

satisfied as of the Effective Date, upon satisfaction of the PRIFA Distribution Conditions, the

Disbursing Agent shall distribute to each applicable Monoline its share of the CW/PRIFA Rum

Tax Recovery in accordance with the terms and provision of section 65.1 of the Plan in a

manner mutually agreed upon between the Disbursing Agent and such Monoline and (iv) on the

later to occur of (A) the Effective Date and (B) satisfaction of the HTA Distribution Conditions,

the Disbursing Agent shall distribute to National National’s share of the CW/HTA Clawback

Recovery in accordance with the terms and provisions of section 63.2 of the Plan in a manner

mutually agreed upon by the Disbursing Agent and National. Upon satisfaction of the HTA

Distribution Conditions, DRA shall be entitled to receive its share of the CW/HTA Clawback

Recovery, as delineated in the Priority Distribution Waterfall from Clawback CVI Allocation to

Allowed CWHTA Claims set forth in Exhibit J to the Plan.

35. Disbursing Agent. Pursuant to section 1.204 of the Plan, the Disbursing Agent

shall be, as applicable, such Entity or Entities designated by the Oversight Board, upon

consultation with AAFAF, on or prior to the Effective Date to make or to facilitate distributions

in accordance with the provisions of the Plan and this Confirmation Order. Upon designation

thereof, the Oversight Board shall file an informative motion with the Title III Court setting forth

the name of the Disbursing Agent designated.

36. Payment of Trustee Fees and Expenses. The distributions to be made pursuant to

the Plan are intended to be inclusive of any and all Trustee/Fiscal Agent fees and expenses

allegedly due and owing by the Commonwealth, ERS, and PBA with respect to amounts

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discharged pursuant to the Plan. The Plan does not, nor shall it be construed to, limit the rights

of each Trustee/Fiscal Agent to payment of such amounts (a) from the distributions to be made

hereunder, including, without limitation, the imposition of any valid Charging Lien, or (b)

pursuant to a contractual fee agreement entered into by the Debtors, or on their behalf, during the

period from and after the Commonwealth Petition Date, including, without limitation, that

certain Settlement Agreement and Invoice Instructions (the “Settlement Agreement”), dated as of

December 21, 2018, by and between, among others, AAFAF, U.S. Bank Trust National

Association, and U.S. Bank National Association (collectively, the “USB Entities”); provided,

however, that (a) with respect to PBA, the Effective Date, and (b) with respect to PRIFA, the

later of (i) the Effective Date and (ii) effectiveness of the PRIFA Qualified Modification

pursuant to Title VI of PROMESA, (the “PRIFA Effective Date”) in the event that, following

application of fees and expenses in accordance with the terms and provisions of the Settlement

Agreement, the USB Entities retain any monies deposited by PBA or PRIFA, as the case may be,

pursuant to the terms thereof, the USB Entities shall remit such excess funds to PBA or PRIFA,

as the case may be, or such other Entity as may be designated by PBA or PRIFA, as the case may

be, within fifteen (15) Business Days following the Effective Date or the PRIFA Effective Date,

as applicable, by wire transfer of immediately available funds.

37. Securities Laws Exemption. Pursuant to section 1145 of the Bankruptcy Code

and/or section 3(a)(2) of the Securities Act, the offering, issuance, and distribution of the New

GO Bonds, the CVIs, and interests in the ERS Trust pursuant to the terms of the Plan and this

Confirmation Order (and any subsequent offering of such securities, including, without

limitation, pursuant to a case under Title VI of PROMESA), or the custodial trusts created in

accordance with articles LXIII, LXIV, LXV, and LXXV of the Plan shall be exempt from

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registration under the Securities Act and any state or local law requiring registration for the offer,

issuance or distribution of securities, including, but not limited to, the registration requirements

of section 5 of the Securities Act and any other applicable state or federal law requiring

registration and/or prospectus delivery or qualification prior to the offering, issuance,

distribution, or sale of securities, and, pursuant to section 2(b) of the Investment Company Act of

1940, as amended (the “Investment Company Act”), such custodial trusts, securities and interests

shall be exempt from the provisions of the Investment Company Act.

38. Acceleration of Insured Bonds. Notwithstanding any other provision of the Plan

or this Confirmation Order:

(a) Assured Insured Bonds: To the extent there are no outstanding payment defaults
by Assured with respect to Assured Insured Bonds up to and including the
Effective Date, the payment of the principal of the Assured Insured Bonds shall
be accelerated from and after the Effective Date, and such Assured Insured Bonds
shall be due and payable from and after the Effective Date at the Assured
Acceleration Price of one hundred percent (100%) of the principal amount thereof
plus accrued interest thereon (or, in the case of any capital appreciation bonds, the
compounded amount thereof) to the date of payment.

(b) National Insured Bonds: To the extent there are no outstanding payment defaults
by National with respect to National Insured Bonds up to and including the
Effective Date, the payment of the principal of the National Insured Bonds shall
be accelerated as of the Effective Date, and the National Insured Bonds shall be
due and payable from and after the 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.

(c) Syncora Insured Bonds: To the extent pursuant to applicable definitive

documents and not inconsistent with the respective rights provided in accordance
with the applicable Syncora Insurance Policy, the payment of the principal of the
Syncora Insured Bonds shall be deemed accelerated as of the Effective Date, and
the Syncora Insured Bonds shall be deemed payable from and after the Effective
Date at an acceleration price equal to the principal amount thereof as of the
Effective Date plus accrued interest to the date of payment.

(d) FGIC Insured Bonds: Notwithstanding the terms and conditions of the FGIC
Insured Bonds, the payment of the principal of the FGIC Insured Bonds shall be

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accelerated as of the Effective Date, and the FGIC Insured Bonds shall be due and
payable from and after the 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.

(e) Ambac Insured Bonds: To the extent that there are no outstanding payment
defaults by Ambac with respect to Ambac Insured Bonds up to and including the
Effective Date, the principal amount (or compounded amount in the case of
capital appreciation bonds) of the Ambac Insured Bonds shall be deemed
accelerated and immediately due and payable as of the Effective Date. Ambac
shall have the right to pay such accelerated amounts and unpaid interest accrued
to the date of payment at any time, regardless of which Ambac Non-Commutation
Treatment (sections 75.5(b)(i)-(iv) of the Plan) applies to a particular holder of
Ambac Insured Bonds, and the holder of the Ambac Insured Bonds and the trustee
or fiscal agent (as applicable) shall be required to accept the same in satisfaction
of Ambac’s obligations under the applicable Ambac Insurance Policy with respect
to such bonds, and, upon such payment, Ambac’s obligations under the applicable
Ambac Insurance Policy shall be fully satisfied and extinguished, notwithstanding
any provision of the Ambac Insurance Policy or other documents related to the
Ambac Insured Bonds. For the avoidance of doubt, notwithstanding such
acceleration, there shall be no acceleration of any payment required to be made
under any Ambac Insurance Policy unless Ambac elects, in its sole and absolute
discretion to make such payment(s) on an accelerated basis.

39. Disputed Claims Reconciliation. In accordance with the terms and provisions of

section 82.1(b) of the Plan and the Committee Agreement:

(a) The two (2) Creditors Committee appointees to the Avoidance Actions Trust
Board (collectively, the “Creditor Appointees”) shall (i) receive monthly updates
to the claims reconciliation process, which process shall continue to be
administered by the Oversight Board, with 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 CW General Unsecured Claims, ERS General
Unsecured Claims, Convenience Claims, and, in the event that the Oversight
Board appeals the Title III Court’s ruling that Eminent Domain/Inverse
Condemnation Claims are non-dischargeable and must be paid in full, Eminent
Domain/Inverse Condemnation Claims regardless of the size of the asserted
Claim amount, (B) ensure compliance with the exclusions from CW General
Unsecured Claims as provided in the Plan, and (C) in the event that such

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appointees disagree with any settlement of a CW General Unsecured Claim, an

ERS General Unsecured Claim, or, in the event that the Oversight Board appeals
the Title III Court’s ruling that Eminent Domain/Inverse Condemnation Claims
are non-dischargeable and must be paid in full, an Eminent Domain/Inverse
Condemnation Claim (by the Oversight Board or AAFAF, as the case may be) 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, as applicable, the
Commonwealth, ERS, and their respective 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. To facilitate the exercise of the settlement review process, the Oversight
Board or AAFAF, as the case may be, shall inform the Creditor Appointees, in
writing, five (5) days prior to making or accepting a settlement proposal for the
resolution of a CW General Unsecured Claim, an ERS General Unsecured Claim,
or an Eminent Domain Claim where the proposed allowed amount exceeds Five
Hundred Thousand Dollars ($500,000.00). 8

(b) With respect to the obligations and responsibilities set forth in this decretal
paragraph 39, the Creditor Appointees and their advisors shall be entitled to be
compensated, subject to an annual aggregate cap of Three Million Dollars
($3,000,000.00), inclusive of reimbursement of their reasonable out-of-pocket
expenses incurred in furtherance of discharging such obligations and
responsibilities, which amounts shall be funded from the GUC Reserve. All such
compensation and reimbursements shall be paid by the Entity selected pursuant to
section 1.285 of the Plan to hold the GUC Reserve within thirty (30) days of such
Entity’s receipt of a request for such payment. To the extent the Oversight Board
or, in the event the Oversight Board terminates, AAFAF, disputes the validity or
amount of any reimbursement request, it shall inform such Entity and, in the event
the parties are unable to resolve such dispute, the Title III Court shall retain
jurisdiction to resolve any such dispute.

(c) Without limiting the foregoing, (i) within sixty (60) days after the Effective Date,
the Oversight Board or AAFAF, as the case may be, through its advisors, shall
provide the Creditor Appointees with a report (the “Initial Claims Report”)
containing (1) a register setting forth all CW General Unsecured Claims, Eminent
Domain Claims, ERS General Unsecured Claims, and Convenience Claims that
have not been reconciled and which are being evaluated for possible objection, (2)
the status of any pending objections to CW General Unsecured Claims, Eminent
Domain Claims, ERS General Unsecured Claims, and Convenience Claims, and
(3) information illustrating which Claims are subject to the ACR Procedures and
are to be excluded from CW General Unsecured Claims pursuant to section 82.7

8
Notwithstanding any reference to Eminent Domain Claims in this subparagraph or any
report rendered pursuant thereto, the treatment of such Claims is governed by sections
58.1 and 77.1(e) of the Plan.

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of the Plan, and (ii) within ten (10) days of the end of each month (the “Monthly
Claims Report”), the Oversight Board or AAFAF, as the case may be, through its
advisors, shall provide a report containing material updates to information
contained in the Initial Claims Report or a previous Monthly Claims Report, as
applicable, as well as any material information omitted from such prior reports.
In addition, the Oversight Board or AAFAF, as the case may be, through its
advisors, shall, upon reasonable request, periodically supply the Creditor
Appointees with any other information the Creditor Appointees may reasonably
request related to the claims reconciliation process. 9

(d) In connection with the foregoing, the Creditor Appointees, together with their
counsel and advisors in such capacity, shall not be liable to any Person for actions
taken or omitted in connection with the exercise of their rights hereunder except
those acts arising out of their own willful misconduct or gross negligence, and
each shall be entitled to indemnification and reimbursement from the GUC
Reserve for fees and expenses in defending any and all actions or inaction in their
capacity as Creditor Appointees, except for any actions or inactions involving
willful misconduct or gross negligence. The foregoing indemnity in respect of
any Creditor Appointee shall survive and termination of such Creditor Appointee
from the capacity for which they are indemnified.

40. Disputed Claims Holdback. From and after the 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 Debtors or the Disbursing Agent, as applicable, shall retain, for the

benefit of each holder of a Disputed Claim, the distributions that would have been made to such

holder if it were an Allowed Claim in an amount equal to the lesser of (i) the liquidated amount

set forth in the filed proof of Claim relating to such Disputed Claim, (ii) the amount in which the

Disputed Claims have been estimated by the Title III Court pursuant to section 502 of the

Bankruptcy Code constitutes and represents the maximum amount in which such Claim may

ultimately become an Allowed Claim, and (iii) such other amount as may be agreed upon by the

9
Notwithstanding any reference to Eminent Domain Claims in this subparagraph or any
report rendered pursuant thereto, the treatment of such Claims is governed by sections
58.1 and 77.1(e) of the Plan.

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holder of such Disputed Claim and Reorganized Debtors; provided, however, that the recovery

by any holder of a Disputed Claim shall not exceed the lesser of (i), (ii), and (iii) above. To the

extent the Disbursing Agent or any of the Reorganized Debtors, as the case may be, retains any

New GO Bonds or CVIs on behalf of Disputed Claims holders, until such New GO Bonds or

CVIs are distributed, the Disbursing Agent or such Reorganized Debtors, as the case may be,

shall exercise voting or consent rights with respect to such obligations.

41. National Action Claims. Notwithstanding anything contained herein, in the

GO/PBA Plan Support Agreement, or the HTA/CCDA Plan Support Agreement to the contrary,

National may continue to litigate to final judgment or settlement all claims and causes of action

asserted in the National Action; provided, however, that, in the event that notwithstanding the

application and effectiveness of the Bar Date Orders, the Plan, and the Confirmation Order, the

defendants and, to the extent named, third-party defendants in the National Action assert against

the Debtors, the Reorganized Debtors, PREPA, HTA or any other agency or instrumentality of

the Commonwealth (collectively, the “CW Entities”) claims or counterclaims for

indemnification, contribution, reimbursement, setoff or similar theories of recovery based on,

arising from or related to the National Action (collectively, the “CW Entities’ Claims”), (i) the

CW Entities agree (A) to vigorously defend against any such CW Entities’ Claims, including,

without limitation, invoking the Bar Date Orders and discharge provisions set forth in article

XCII of the Plan and this Confirmation Order, objecting to any proof of claim, and prosecuting

available appeals, based upon, arising from, or related to the National Action, (B) to allow

National, at its option, to participate in or undertake such defense to such action in its sole

discretion, and (C) not to settle any CW Entities’ Claims without National’s written consent,

which consent shall not be unreasonably withheld, and (ii) National agrees to (A) indemnify and

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hold the CW Entities harmless to the extent of the CW Entities’ liability for the payment of

monies or the delivery of property, pursuant to a Final Order or settlement as a result of the

National Action, and (B) reimburse the relevant CW Entities for all documented fees and

expenses incurred in connection with the defense against such CW Entities’ Claims, including,

without limitation, attorneys’ fees and expenses incurred (amounts pursuant to clauses (ii)(A)

and (B) collectively, the “Total Reimbursement”), but in no event may the Total Reimbursement

exceed any recovery realized by National in connection with the National Action; provided,

however, that National shall have no obligation pursuant to this Confirmation Order, the Plan or

otherwise to indemnify and hold the CW Entities harmless for any claims based upon, arising

from or related to the Underwriter Actions that are not based upon, arising from, or related to the

National Action or in which National is not involved. For the avoidance of doubt, CW Entities’

Claims shall not constitute CW General Unsecured Claims.

42. No Amendments to Proofs of Claim/Objections to Claims. As of the

commencement of the Confirmation Hearing, a proof of Claim may not be amended without the

approval of the Title III Court. With the exception of proofs of Claim timely filed hereafter in

respect of executory contracts and unexpired leases rejected pursuant to this Confirmation Order,

any proof of Claim filed on or after the commencement of the Confirmation Hearing is hereby

barred, and the Clerk of the Court and the Debtors’ Claims Agent are authorized to remove such

proofs of Claims from the claims registry in the Title III Cases. Notwithstanding the provisions

of section 82.1 of the Plan, in the event that (a) a Claim that has been transferred pursuant to the

terms and provisions of either the ACR Order or the ADR Order is subsequently transferred back

to the claims registry for determination by the Title III Court, the period in which the

Reorganized Debtors shall file and serve any objections to the Claim, by and through the

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Oversight Board, or AAFAF, as the case may be, shall be extended up to and including one

hundred eighty (180) days from and after the date of such notice transferring any such Claim

back to the claims registry, and (b) within thirty (30) days of the date hereof, in accordance with

section 204 of PROMESA, the Government of the Commonwealth of Puerto Rico shall deliver,

or cause applicable agencies, instrumentalities, or Commonwealth of Puerto Rico public

corporations to deliver, to the Oversight Board a copy of all files, documents, instruments and, to

the extent applicable, pleadings requested by the Oversight Board in connection with the

reconciliation of Claims, including, without limitation, Disputed Claims. Without in any way

limiting the foregoing or the terms and provisions of the Plan or the ACR Order, to the extent a

Claim subject to the terms and provisions of the ACR Order, including, without limitation,

“grievance claims” subject to the provisions of collective bargaining agreements, remain subject

to the ACR Order, upon resolution thereof, such Claims shall be satisfied by the Debtors in the

ordinary course.

43. Conditions to Effective Date. The Plan shall not become effective unless and

until the conditions set forth in section 86.1 of the Plan have been satisfied or waived in

accordance with the provisions set forth in section 86.2 of the Plan.

44. Administrative Claim Bar Date. The last day to file proof of Administrative

Expense Claims shall be ninety (90) days after the Effective Date, after which date, any

Administrative Expense Claim, proof of which has not been filed, shall be deemed forever

barred, and the Debtors and Reorganized Debtors shall have no obligation with respect thereto;

provided, however, that no proof of Administrative Expense Claim shall be required to be filed if

such Administrative Expense Claim (a) shall have been incurred (i) in accordance with an order

of the Court or (ii) with the written consent of the applicable Government Parties expressly

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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 any of the Debtors during the period from and after the Commonwealth

Petition Date, the ERS Petition Date, or the PBA Petition Date, as applicable, (e) relates to

actions occurring in the ordinary course during the period from and after the respective Debtor’s

petition date up to and including the Effective Date, (f) relates to a Claim that is subject to the

provisions of the ACR Order, including, without limitation, “grievance claims” relating to any of

the Debtor’s collective bargaining agreements, or (g) is the subject of a pending motion seeking

allowance of an administrative expense pursuant to section 503(b) of the Bankruptcy Code as of

the entry of this Confirmation Order; and, provided, further, that any such proof of

Administrative Expense Claim by a governmental unit shall remain subject to the rights and

interests of the Debtors and Reorganized Debtors, as the case may be, and any other party in

interest to interpose an objection or other defense to the allowance or payment thereof.

45. 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 shall be paid in full, in Cash, in the amounts allowed by the Title III Court, including,

without limitation, all amounts previously awarded subject to holdbacks pursuant to orders of the

Title III Court, (a) no later than the tenth (10th) calendar day (or the first Business Day to occur

thereafter) after the later to occur of (i) the Effective Date and (ii) the date upon which the Title

III Court order allowing such Claims is deemed to be a Final Order, or (b) upon such other terms

no more favorable to the claimant as may be mutually agreed upon between such claimant and

the Government Parties; provided, however, that, except as provided herein or in the Plan, each

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Professional 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 Effective Date. The Reorganized Debtors shall pay

compensation for professional services extended and reimbursement of expenses incurred by

their respective Professionals from and after the Effective Date in the ordinary course and

without the need for Title III Court approval.

46. GO/PBA Consummation Costs. Notwithstanding anything contained in the Plan

or this Confirmation Order to the contrary, to compensate certain parties for the cost of

negotiation, confirmation and consummation of the GO/PBA Plan Support Agreement and the

Plan, and in consideration of (a) the negotiation, execution and delivery of the GO/PBA Plan

Support Agreement by each Initial GO/PBA PSA Creditor and (b) the obligations and covenants

contained in the GO/PBA Plan Support Agreement, each Initial GO/PBA PSA Creditor shall be

entitled to receive on the Effective Date, or as soon thereafter as is practicable, but in no event

later than ten (10) Business Days following the Effective Date, a pro rata share of Cash, in the

form of an Allowed Administrative Expense Claim, in an amount equal to one and five tenths

percent (1.50%), truncated to two decimal points, of the aggregate amount of PBA Bond Claims,

CW Bond Claims and CW Guarantee Bond Claims (insured or otherwise and, with respect to

each of Assured, Syncora, and National, including positions that it holds or has insured), without

duplication, held and/or insured by such Initial GO/PBA PSA Creditor as of 5:00 p.m. (Eastern

Standard Time) on February 22, 2021.

47. AFSCME Professional Fees. Notwithstanding anything contained in the Plan or

this Confirmation Order to the contrary, on the Effective Date, AFSCME shall be reimbursed its

reasonable professional fees and expenses incurred to compensate AFSCME for the cost of

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negotiation, confirmation, and consummation of the AFSCME Term Sheet and the Plan, and the

resolution of issues pertaining to pensions.

48. GO/PBA PSA Restriction Fee. Notwithstanding anything contained in the Plan or

this Confirmation Order to the contrary, in exchange for (a) executing and delivering the

GO/PBA Plan Support Agreement or (b) if applicable, tendering and exchanging GO Bonds or

PBA Bonds in accordance with the terms and conditions of the GO/PBA Plan Support

Agreement and notices posted on EMMA, and agreeing to all of its terms and conditions,

including support of the Plan and the “lock-up” of GO Bonds and PBA Bonds in accordance

with the terms of the GO/PBA Plan Support Agreement, each of the GO/PBA PSA Creditors

(including (i) a holder of a Monoline-insured GO Bond or PBA Bond, (other than a Monoline-

insured GO Bond or PBA Bond insured by Ambac, Assured, Syncora, or National, as the case

may be) to the extent that such GO/PBA PSA Restriction Fee Creditor is authorized to vote the

Claim with respect to such Monoline-insured GO Bond or PBA Bond in accordance with section

301(c)(3) of PROMESA, definitive insurance documents and applicable law, and (ii) Ambac,

Assured, FGIC, Syncora, and National, to the extent Ambac, Assured, FGIC, Syncora, or

National, as the case may be, is authorized to vote such Claims in accordance with section

301(c)(3) of PROMESA definitive insurance documents and applicable law) shall be entitled to

receive on the Effective Date, or as soon thereafter as is practicable, but in no event later than ten

(10) Business Days following the Effective Date, the GO/PBA PSA Restriction Fee, in the form

of an Allowed Administrative Expense Claim, payable in Cash, at the time of consummation of

the Plan equal to the GO/PBA Restriction Fee Percentage multiplied by the aggregate amount of

PBA Bond Claims, CW Bond Claims, and CW Guarantee Bond Claims (without duplication

and, to the extent such Claims are Monoline-insured, solely to the extent a GO/PBA PSA

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Creditor is authorized to vote any such Claim in accordance with section 301(c)(3) of

PROMESA, definitive insurance documents and applicable law) held or, in the case of Ambac,

Assured, FGIC, Syncora, or National, held or insured by such GO/PBA PSA Creditor as of the

Effective Date; provided, however, that, if a GO/PBA PSA Creditor sold any PBA Bond Claims,

CW Bond Claims, or PRIFA BANs (without duplication, and to the extent such Claims are

Monoline-insured, solely to the extent a GO/PBA 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) for which it would have been entitled to receive the GO/PBA PSA

Restriction Fee, the purchasing party, and not the selling party, shall be entitled to receive on the

Effective Date, or as soon thereafter as is practicable, but in no event later than ten (10) Business

Days following the Effective Date, the GO/PBA PSA Restriction Fee on account thereof; and,

provided, further, that, in the event the GO/PBA Plan Support Agreement has been terminated

pursuant to the terms of sections 7.1(b)(iii) (subject to the extension provided for in section

7.1(b) thereof), (c)(i), or (c)(ii) thereof, or the Oversight Board terminated the GO/PBA Plan

Support Agreement for any reason other than a breach of the GO/PBA Plan Support Agreement

by a non-Government Party, the aggregate GO/PBA PSA Restriction Fee and Consummation

Costs in the amount of One Hundred Million Dollars ($100,000,000.00) shall be paid, ratably, in

Cash, as an allowed administrative expense claim under a plan of adjustment for the

Commonwealth to the Initial GO/PBA PSA Creditors as of the date of termination; and,

provided, further, that, in all other circumstances, upon termination of the GO/PBA Plan Support

Agreement, no GO/PBA Consummation Costs or GO/PBA PSA Restriction Fee shall be due and

payable to the party to the GO/PBA Plan Support Agreement terminating the GO/PBA Plan

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Support Agreement or against the party to the GO/PBA Plan Support Agreement as to which the

GO/PBA Plan Support Agreement is terminated.

49. ERS Restriction Fee. Notwithstanding anything contained in the Plan or this

Confirmation Order to the contrary, (a) in exchange for executing and delivering the ERS

Stipulation, and agreeing to all of its terms and conditions, including to “lock-up” ERS Bonds in

accordance with the terms of the ERS Stipulation, each of the ERS bondholders party to the ERS

Stipulation (or their designee), shall be entitled to receive, and, on the Effective Date, ERS shall

pay to such parties, without setoff or deduction for taxes, their Pro Rata Share (based upon such

parties’ Net Allowed ERS Bond Claims as of April 2, 2021) of Seventy-Five Million Dollars

($75,000,000.00), and (b) in accordance with the terms and conditions of the GO/PBA Plan

Support Agreement, the Commonwealth shall pay to First Ballantyne, LLC, Monarch Alternative

Capital LP, Moore Global Investments, LLC, Two Seas Capital LP, and Verition Multi-Strategy

Master Fund, Ltd. their Pro Rata Share of Two Million Two Hundred Fifty Thousand Dollars

($2,250,000.00), as agreed to among such parties.

50. CCDA Consummation Costs. Notwithstanding anything contained in the Plan or

this Confirmation Order to the contrary, in order to compensate certain parties for the cost of

negotiation, confirmation and consummation of the HTA/CCDA Plan Support Agreement and

the Plan, each Initial HTA/CCDA PSA Creditor, to the extent a holder or insurer of CCDA

Bonds, shall be entitled to receive on the Effective Date, or as soon thereafter as is practicable,

but in no event later than ten (10) Business Days following the Effective Date, an amount equal

to one percent (1.00%), truncated to two decimal points, of such Initial HTA/CCDA PSA

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Creditor’s CCDA Bond Claims, payable as an administrative expense claim, in an aggregate

amount not greater than Fifteen Million Dollars ($15,000,000.00).

51. CCDA Restriction Fee. Notwithstanding anything contained in the Plan or this

Confirmation Order to the contrary, in exchange for executing the HTA/CCDA Plan Support

Agreement, and agreeing to all of its terms and conditions, including the agreement to “lock-up”

its bonds in accordance with the terms of the HTA/CCDA Plan Support Agreement, subject to

the entry of the Confirmation Order, each CCDA Restriction Fee Creditor holding or insuring

CCDA Bonds (including (i) a holder of a Monoline-insured CCDA Bond, (other than a

Monoline-insured CCDA Bond insured by Ambac, Assured, or FGIC, as the case may be) to the

extent such CCDA Restriction Fee Creditor is authorized to vote the claim with respect to such

Monoline-insured CCDA Bond in accordance with section 301(c)(3) of PROMESA, definitive

insurance documents and applicable law, and (ii) Ambac, Assured, and FGIC, to the extent

Ambac, Assured, or FGIC, as applicable, is authorized to vote such Insured CCDA Bond Claims

in accordance with section 301(c)(3) of PROMESA, definitive insurance documents and

applicable law) shall be entitled to receive the CCDA Restriction Fee in the form of an allowed

administrative expense claim, payable in Cash, at the time of consummation of the Plan in an

amount equal to the CCDA Restriction Fee Percentage multiplied by the aggregate amount of

CCDA Bond Claims, (without duplication and, to the extent any such claims are Monoline-

insured, solely to the extent a CCDA 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 Assured held or insured, by such CCDA Restriction

Fee Creditor as of the expiration of the applicable HTA/CCDA PSA Restriction Fee Period;

provided, however, that each CCDA Restriction Fee Creditor who acquires any CCDA Bonds

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after the Joinder Deadline (including (i) a holder of a Monoline-insured CCDA Bond (other than

a Monoline-insured CCDA Bond insured by Ambac, Assured, FGIC, or National, as the case

may be), to the extent such CCDA Restriction Fee Creditor is authorized to vote the claim with

respect to such Monoline-insured CCDA Bond in accordance with section 301(c)(3) of

PROMESA, definitive insurance documents and applicable law, and (ii) Ambac, Assured, FGIC,

and National, to the extent Ambac, Assured or National, as applicable, is authorized to vote such

Insured CCDA Bond Claims in accordance with section 301(c)(3) of PROMESA, definitive

insurance documents and applicable law) shall be entitled to receive such CCDA Restriction Fee

equal to the CCDA Restriction Fee Percentage multiplied by the aggregate amount of CCDA

Bond Claims, (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 by such CCDA Restriction Fee Creditor as of the earlier to occur of the

HTA/CCDA Threshold Attainment and the entry of the Confirmation Order; and, provided,

further, that, if a CCDA Restriction Fee Creditor sells any CCDA Bonds for which it would have

been entitled to receive the CCDA Restriction Fee, the purchasing party shall not be entitled to

receive the CCDA 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 CCDA

Restriction Fees plus the CCDA Consummation Costs attributable to a holder’s CCDA Bond

Claims shall not exceed Fifteen Million Dollars ($15,000,000.00); and, provided, further, that, in

the event the HTA/CCDA Plan Support Agreement is terminated pursuant to the terms of section

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7.1 thereof, no CCDA Consummation Costs or CCDA Restriction Fees shall be due and payable

to a holder of CCDA Bonds, Ambac or Assured with respect to CCDA Bond Claims.

52. HTA Bond Claims. In consideration for the agreements set forth in the

HTA/CCDA Plan Support Agreement, and within ten (10) Business Days following satisfaction

of the HTA Distribution Conditions, HTA shall make an interim distribution to holders of HTA

68 Bond Claims and HTA 98 Senior Bond Claims 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, which distributions shall

reduce the principal amount of such HTA 68 Bonds and HTA 98 Senior Bonds, respectively, and

the corresponding HTA Bond Claims; provided, however, that, for purposes of this decretal

paragraph 52, 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 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; and, provided, further,

that, notwithstanding the foregoing, (a) with respect to any HTA 98 Senior Bonds owned by

FGIC, HTA shall make such interim distribution to FGIC, and (b) with respect to any HTA 98

Senior Bonds insured by FGIC, but not owned by FGIC, HTA shall make such interim

distribution to the owners of such HTA 98 Senior Bonds.

53. System 2000 Obligations. Pursuant to the terms and provisions of section 55.10

of the Plan, the Commonwealth shall satisfy all obligations associated with Allowed System

2000 Participant Claims in the timeframes set forth therein.

54. HTA/CCDA Clawback Structuring Fees. In consideration for the structuring of

payments to be made to holders of CW/HTA Claims, CW/Convention Center Claims,

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CW/PRIFA Tax Claims and CW/MBA Claims, upon satisfaction of the HTA Distribution

Conditions, and in accordance with the terms and provisions of section 6.1(d) of the HTA/CCDA

Plan Support Agreement, on the HTA Effective Date, or as soon as practicable thereafter in

accordance with the terms of the HTA Plan, but in no event later than ten (10) Business Days

following such date, the Commonwealth shall make payments to Assured and National in the

amounts of Thirty-Nine Million Three Hundred Thousand Dollars ($39,300,000.00) and

Nineteen Million Three Hundred Thousand Dollars ($19,300,000.00), respectively.

55. Active JRS Participants and Active TRS Participants. In connection with the

treatment of Active JRS Participant Claims and Active TRS Participant Claims pursuant to

sections 55.8 and 55.9 of the Plan:

(a) Act 106 Defined Contribution Accounts. Notwithstanding any provision of Act

106 to the contrary (including, without limitation, sections 1.4, 1.6, 2.1, 2.6, and 3.1 thereof), on

or prior to the Effective Date, the Commonwealth shall establish defined contribution accounts

(the “Defined Contribution Accounts”) pursuant to chapter 3 of Act 106 for all holders of such

Active JRS Participant Claims and Active TRS Participant Claims who do not have such

accounts as the Effective Date and who, prior to the Effective Date, were making contributions

to JRS in accordance with the provisions of Act No. 12 of October 19, 1954, as amended,

known as the “Judiciary Retirement Act,” or to TRS in accordance with the provisions of Act

No. 91-2004, as amended, known as the “Commonwealth of Puerto Rico Teachers’ Retirement

System Act,” as applicable. Without in any way limiting the foregoing, in connection with the

modification of the Commonwealth’s obligations under any laws establishing or enabling TRS or

JRS, the Commonwealth shall enroll teachers, judges, and all other employees that would have

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otherwise been enrolled in TRS, hired from and after the Effective Date in the Act 106 Defined

Contribution Plan and establish Defined Contribution Accounts for such individuals.

(b) Eligibility for and Enrollment in Federal Social Security. From and after the

Effective Date, and notwithstanding any provision of Act 106 to the contrary (including, without

limitation, section 3.4 thereof), every (i) Active JRS Participant, (ii) teacher who is an Active

TRS Participant, and (iii) teacher and judge hired from and after the Effective Date shall

mandatorily make contributions to his or her Defined Contribution Account at a minimum rate of

two and three-tenths percent (2.3%) of his or her monthly compensation, up to the limit

established in section 1081.01(d)(7) of Act 1-2011; provided, however, that each teacher and

judge who is forty-five (45) years of age or older as of the Effective Date shall contribute to his

or her Defined Contribution Account at a minimum rate of eight and one-half percent (8.5%) of

his or her monthly compensation, up to the limited established in section 1081.01(d)(7) of Act

No. 1-2011, as amended, known as the “Internal Revenue Code for a New Puerto Rico,” or any

successor law thereof, and, therefore, fail to be eligible to contribute to the Federal Social

Security system, unless any such teacher or judge shall have irrevocably elected within sixty (60)

days of the Effective Date to reduce their contributions to a minimum of two and three-tenths

percent (2.3%) and be enrolled in the Federal Social Security system. For teachers who are

Active TRS Participants, Active JRS Participants, and teachers and judges first hired after the

Effective Date who contribute two and three-tenths percent (2.3%) of their monthly

compensation as set forth above, including those aged 45 and older who have elected to do so,

the Employer, in coordination with the Retirement Board and/or Secretary of Treasury, shall

withhold the minimum amount of six and two-tenths percent (6.2%) of their applicable monthly

compensation and remit such amount to the appropriate authority as required by the applicable

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provisions of the Federal Social Security Act and other applicable Federal law to enable the

inclusion of the Participant in the Federal Social Security system. Teachers who are Active TRS

Participants, Active JRS Participants, and teachers and judges first hired after the Effective Date

may voluntarily contribute to their Defined Contribution Accounts additional amounts to those

established as allowed under section 1081.01 of Act No. 1-2011, provided, however, that in no

case may those increased contribution rates and additional amounts exceed the applicable limits

to be eligible, and affect the eligibility of these Participants, for coverage under the Federal

Social Security system, unless such Participants are aged 45 and older and do not participate in

the Federal Social Security system. In accordance with the foregoing, the Government of the

Commonwealth of Puerto Rico, including, without limitation, any Entity or Person acting for or

on behalf thereof, shall implement all reasonably necessary or advisable policies, procedures, or

mechanisms to provide for all payroll deduction or transmittal required by federal law to ensure

eligibility for and enrollment of Participants in the Federal Social Security system and

effectuating the Federal Insurance Contributions Act remittances.

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

(a) Except as expressly provided in the Plan or herein, all distributions and rights

afforded under the 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

Debtors and Reorganized Debtors that arose, in whole or in part, prior to the Effective Date,

relating to the Title III Cases, the Debtors or Reorganized Debtors or any of their respective

Assets, property, or interests of any nature whatsoever, including any interest accrued on such

Claims from and after the Petition Date, and regardless of whether any property will have been

distributed or retained pursuant to the Plan on account of each of the Claims or Causes of Action;

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provided, however, that, without prejudice to the exculpation rights set forth in section 92.7 of

the Plan and decretal paragraph 61 hereof, nothing contained in the Plan or this Confirmation

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

of the PSA Creditors, AFSCME, and each of their respective Related Persons by any Creditors

of the Debtors. Upon the Effective Date and independent of the distributions provided for under

the Plan, the Debtors and Reorganized Debtors shall be 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

Effective Date (including prior to the Petition Date), and Claims of the kind specified in sections

502(g), 502(h), or 502(i) of the Bankruptcy Code and section 407 of PROMESA, 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

section 407 of PROMESA (or is otherwise resolved), or (c) the holder of a Claim based upon

such debt voted to accept the Plan. For the avoidance of doubt, nothing contained in the Plan or

herein shall release, discharge, or enjoin any claims or causes of action against PREPA arising

from or related to PREPA-issued bonds, including, without limitation, Monoline-issued

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

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

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

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

(b) Except as expressly provided in the Plan or herein, all Entities shall be precluded

from asserting any and all Claims against the Debtors and Reorganized Debtors, and each of

their respective employees, officials, Assets, property, rights, remedies, Claims, or Causes of

Action of any nature whatsoever, relating to the Title III Cases, the Debtors or Reorganized

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Debtors or any of their respective Assets and property, including any and all interest accrued on

such Claims, and regardless of whether any property will have been distributed or retained

pursuant to the Plan on account of each of the 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 Plan or herein, this Confirmation Order shall

constitute a judicial determination, as of the Effective Date, of the discharge and release of all

such Claims, Causes of Action or debt of or against the Debtors and the Reorganized Debtors

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 Debtors or Reorganized Debtors 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 Effective Date, and in consideration for the distributions or other value

provided pursuant to the Plan, each holder of a Claim in any Class under the Plan shall be and

hereby is deemed to release and forever waive and discharge as against the Debtors and

Reorganized Debtors, and their respective Assets and property, all such Claims.

(c) Notwithstanding any other provisions of decretal paragraph 56 of this

Confirmation Order or section 92.2 of the Plan, in accordance with the provisions of the

GO/PBA Plan Support Agreement, each of the GO/PBA PSA Creditors and their respective

Related Persons, solely in their capacity as Creditors of the Debtors, 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

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Lift Stay Motions, and (ii) not directly or indirectly aid any person in taking any action with

respect to the Government Released Claims that is prohibited by decretal paragraph 56 of this

Confirmation Order and section 92.2 of the Plan.

(d) SEC Limitation. Notwithstanding anything contained herein or in the Plan to the

contrary, no provision shall (i) preclude the SEC from enforcing its police or regulatory powers,

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

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

any forum.

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

Plan to the contrary, no provision shall (i) impair the United States, its agencies, departments, or

agents, or in any manner relieve the Debtors or the Reorganized Debtors, as the case may be,

from compliance with federal laws or territorial laws and requirements implementing a federally

authorized or federally delegated program protecting the health, safety, and environment of

persons in such territory, (ii) expand the scope of any discharge, release, or injunction to which

the Debtors or the Reorganized Debtors are entitled under Title III, and (iii) discharge, release,

enjoin, or otherwise bar (A) any liability of the Debtors or the Reorganized Debtors to the United

States arising from and after the 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

Debtors or the Reorganized Debtors, 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 Debtors, or the Reorganized Debtors, as the case may be, under any

United States grant or cooperative assistance agreement, (E) the Debtors’ or the Reorganized

Debtors’ obligations arising under federal police or regulatory laws, including, but not limited to,

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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 Plan shall be deemed (i) to

determine the tax liability of any Entity, including, but not limited to, the Debtors and the

Reorganized Debtors and any obligation of the Debtors to pay post-petition interest on any such

tax liability, (ii) to be binding on the IRS with regard to the federal tax liabilities, tax status, or

tax filing and withholding obligations of any Entity, including, but not limited to, the Debtors

and the Reorganized Debtors, (iii) to release, satisfy, discharge, or enjoin the collection of any

claim of the IRS against any Entity other than the Debtors and the Reorganized Debtors, and (iv)

to grant any relief to any Entity that the Court is prohibited from granting by the Declaratory

Judgment Act, 28 U.S.C. § 2201(a), or the Tax Anti-Injunction Act, 26 U.S.C. § 7421(a).

(f) Underwriter Actions. Notwithstanding anything contained herein or in the Plan to

the contrary, including, without limitation, sections 92.2, 92.3, and 92.11 of the Plan, except as

may be precluded pursuant to the provisions of PROMESA, nothing in the Plan, the

Confirmation Order, or any 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

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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 any of

the CW Entities 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 Debtors or the

Reorganized Debtors 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

Plan, and/or this Confirmation Order; and/or (ii) against any of the CW Entities any Claims or

counterclaims for purposes of obtaining an affirmative monetary recovery, including, without

limitation, for indemnification, contribution, reimbursement, setoff, or similar theories to the

extent asserted for purposes of obtaining an affirmative monetary recovery, which Claims or

counterclaims shall be deemed disallowed, barred, released, and discharged in accordance with

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

the avoidance of doubt, nothing in this decretal paragraph 56(f) is intended, nor shall it be

construed, to prohibit, preclude, bar, modify, or limit in any way the ability of any defendant in

any Underwriter Action to assert Defensive Rights for the purpose of reducing, eliminating, or

limiting the amount of any liability or judgment in any Underwriter Action. The parties in the

Underwriter Actions shall be permanently barred, enjoined, and restrained from commencing,

prosecuting, or asserting against any of the CW Entities any Claims or counterclaims for

purposes of obtaining an affirmative monetary recovery, including, without limitation,

indemnification, contribution, reimbursement, setoff or similar theories, to the extent asserted for

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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.

(g) Quest Litigation. Notwithstanding anything contained herein or in the Plan to the

contrary, nothing in the Plan, the Confirmation Order or any 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 right of the Quest

Diagnostics of Puerto Rico, Inc. (“Quest”) (1) from asserting its respective rights, claims, causes

of action and defenses in the avoidance action brought against it, including, but not limited to,

any Claims, defenses, Causes of Action, and rights of setoff or recoupment, or any rights to

allocate responsibility or liability or any other basis for the reduction of (or credit against) any

judgment (the “Quest Rights”); provided, however, that, for the avoidance of doubt, in no event

shall any Quest Rights be used to obtain or result in the affirmative payment of money or the

affirmative delivery of property by any of the Debtors to Quest in connection with the merits of

its avoidance action, and (2) to file and receive payment on any Claim it has pursuant to section

502(h) of the Bankruptcy Code and Bankruptcy Rule 3002(c)(3); provided, however, that any

such Claims would constitute a CW General Unsecured Claim and be treated in accordance with

the terms and provisions of article LXII of the Plan.

57. Releases by the Debtors and Reorganized Debtors. Except as otherwise expressly

provided in the Plan or this Confirmation Order, on the Effective Date, and for good and

valuable consideration, each of the Debtors and Reorganized Debtors, the Disbursing Agent and

each of the Debtors’ and Reorganized Debtors’ Related Persons shall be deemed to have and

hereby does irrevocably and unconditionally, fully, finally, and forever waive, release, acquit,

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and discharge the Released Parties from any and all Claims or Causes of Action that the Debtors,

Reorganized Debtors, 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.

58. Release and Exculpation Provisions. Except as otherwise provided in this

Confirmation Order, all release and exculpation provisions, including, but not limited to, those

contained in article XCII of the Plan, are approved and shall be effective and binding on all

Entities, to the extent provided therein.

59. Injunction on Claims. Except as otherwise expressly provided in section

92.11 of the Plan, this Confirmation Order, or such other Final Order of the Title III Court

that is applicable, all Entities who have held, hold, or in the future hold Claims or any

other debt or liability that is discharged or released pursuant to section 92.2 of the Plan or

who have held, hold, or in the future hold Claims or any other debt or liability discharged

or released pursuant to section 92.2 of the Plan are permanently enjoined, from and after

the 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 discharged pursuant to the 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 discharged pursuant to the Plan, (c) creating, perfecting, or enforcing

any encumbrance of any kind against any of the Released Parties or any of their respective

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assets or property on account of any Claim or other debt or liability discharged pursuant

to the 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 discharged pursuant to

the Plan. Such injunction shall extend to all successors and assigns of the Released Parties

and their respective assets and property. Notwithstanding the foregoing, without prejudice

to the exculpation rights set forth in section 92.7 of the Plan and decretal paragraph 61

hereof, nothing contained in the Plan or this Confirmation Order is intended, nor shall it

be construed, to be a non-consensual third-party release of the PSA Creditors, AFSCME,

and of their respective Related Persons by Creditors of the Debtors.

60. Injunction Related to Releases. As of the Effective Date, all Entities that

hold, have held, or in the future hold a Released Claim released pursuant to section 92.5 of

the 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

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Lien; (iv) setting off, seeking reimbursement or contributions from, or subrogation against,

or otherwise recouping in any manner, directly or indirectly, any amount against any

liability or obligation owed to any Entity released under decretal paragraph 57 of this

Confirmation Order and section 92.5 of the Plan; and (v) commencing or continuing in any

manner, in any place or any judicial, arbitration, or administrative proceeding in any

forum, that does not comply with or is inconsistent with the provisions of the Plan or this

Confirmation Order. For the avoidance of doubt, the following stipulations will terminate

upon the entry of this Confirmation Order: 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 (Docket Entry No. 15854),

as amended; and 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 Exhibit “B” Regarding the

Tolling of Statute of Limitations (Docket Entry No. 17394), as amended.

61. Exculpation.

(a) Government Parties: The Oversight Board, AAFAF, the Debtors, and each of

their respective Related Persons, solely acting in its capacity as such at any time up to and

including the Effective Date, shall not have or incur through the Effective Date any liability to

any Entity for any act taken or omitted to be taken in connection with the Title III Cases, the

formulation, preparation, dissemination, implementation, confirmation or approval of the Plan or

any compromises or settlements contained therein, the Disclosure Statement, or any contract,

instrument, release or other agreement or document provided for or contemplated in connection

with the consummation of the transactions set forth in the Plan; provided, however, that the

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foregoing provisions of this subparagraph (a) or section 92.7 of the Plan shall not affect the

liability of any Entity that otherwise would result from any such act or omission to the extent that

such act or omission is determined in a Final Order to have constituted intentional fraud or

willful misconduct. Nothing in this subparagraph (a) or section 92.7(a) of the Plan shall

prejudice the right of any of the Government Parties, and the Government Parties’ officers and

directors serving at any time up to and including the 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 Plan.

(b) PSA Creditors: Each of the PSA Creditors solely in its capacity as a party to the

GO/PBA Plan Support Agreement, the PRIFA Plan Support Agreement, and/or the HTA/CCDA

Plan Support Agreement and a Creditor and/or insurer, as applicable, from the relevant Petition

Date up to and including the 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 Cases, or the mediation, negotiation, formation, preparation, dissemination,

implementation, acceptance, confirmation or approval of the Plan or any compromises or

settlements contained therein, the Disclosure Statement, the GO/PBA Plan Support Agreement,

the PRIFA Plan Support Agreement, 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

Plan; provided, however, that the foregoing provisions of this subparagraph (b) and section

92.7(b) of the Plan shall not affect the liability of any Entity that otherwise would result from any

such act or omission to the extent that such act or omission is determined in a Final Order to

have constituted intentional fraud or willful misconduct.

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(c) Retiree Committee: Each of the members of the Retiree Committee, solely in its

capacity as a member of the Retiree Committee and a Creditor, as applicable, from the relevant

Petition Date up to and including the Effective Date and each of the Retiree Committee’s Related

Persons shall not have or incur through the Effective Date any liability to any Entity for any act

taken or omitted to be taken in connection with the Title III Cases, the formation, preparation,

dissemination, implementation, confirmation, or approval of the Plan or any compromises or

settlements contained therein, the Disclosure Statement, the Retiree Committee Plan Support

Agreement, 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 Plan and

the Retiree Committee Plan Support Agreement; provided, however, that, notwithstanding the

foregoing exculpation, in the event that litigation is commenced against a member of the Retiree

Committee with respect to the aforementioned actions, such member shall be reimbursed for

reasonable attorneys’ fees and expenses incurred in defense thereof and indemnified for any

damages awarded, in each case, by the Commonwealth, pursuant to a Final Order; and, provided,

however, that, the foregoing provisions of this subparagraph (c) and section 92.7(c) of the Plan

shall not affect the liability of any Entity that otherwise would result from any such act or

omission to the extent that such act or omission is determined in a Final Order to have

constituted intentional fraud or willful misconduct.

(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

relevant Petition Date up to and including the Effective Date and each of the Creditors’

Committee’s Related Persons shall not have or incur any liability to any Entity for any act taken

or omitted to be taken in connection with the Title III Cases, the formation, preparation,

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dissemination, implementation, confirmation, or approval of the Plan or any compromises or

settlements contained therein, the Disclosure Statement, or any contract, instrument, release, or

other agreement or document provided for or contemplated in connection with the consummation

of the transactions set forth in the 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 reimbursed for

reasonable attorneys’ fees and expenses incurred in defense thereof and indemnified for any

damages awarded, in each case, by the Commonwealth, pursuant to a Final Order; and, provided,

however, that, the foregoing provisions of this subparagraph (d) and section 92.7(d) of the Plan

shall not affect the liability of any Entity that would otherwise result from any such act or

omission to the extent such act or omission is determined in a Final Order to have constituted

intentional fraud or willful misconduct.

(e) AFSCME: AFSCME, solely in its capacity as a party to the AFSCME Plan

Support Agreement and a Creditor, as applicable, from the relevant Petition Date up to and

including the Effective Date, and each of its respective Related Persons shall not have or incur

through the Effective Date any liability to any Entity for any act taken or omitted to be taken in

connection with the Title III Cases, the formation, preparation, dissemination, implementation,

confirmation, or approval of the Plan or any compromises or settlements contained therein, the

Disclosure Statement, the AFSCME Plan Support Agreement, or any contract, instrument,

release or other agreement or document provided for or contemplated in connection with the

consummation of the transaction set forth in the Plan and the AFSCME Plan Support Agreement;

provided, however, that, the foregoing provisions of this subparagraph (e) and section 92.7(e) of

the Plan shall not affect the liability of any Entity that otherwise would result from any such act

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or omission to the extent that such act or omission is determined in a Final Order to have

constituted intentional fraud or willful misconduct.

(f) Monoline Insurers: Ambac, Assured, FGIC, National, Syncora, and their Related

Persons shall not have or incur any liability to any Entity for any act taken or omitted to be taken

consistent with the Plan or in connection with the formulation, preparation, dissemination,

implementation, acceptance, confirmation, or approval of the Plan, including, without limitation,

in connection with the treatment of Ambac Insured Bond Claims, Assured Insured Bond Claims,

FGIC Insured Bond Claims, National Insured Bond Claims, or Syncora 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,

National Insurance Policies, or Syncora Insurance Policies: provided, however, that,

notwithstanding anything contained in this Confirmation Order or the Plan to the contrary, the

terms and provisions of the Plan and this Confirmation Order shall not, and shall not be

construed to, release or exculpate, with respect to any beneficial holder of Ambac Insured Bonds,

Assured Insured Bonds, FGIC Insured Bonds, National Insured Bonds, or Syncora Insured

Bonds any payment obligation under the applicable Ambac Insurance Policy, Assured Insurance

Policy, FGIC Insurance Policy, National Insurance Policy, or Syncora Insurance Policy in

accordance with its terms solely to the extent of any failure of such holder to receive the Ambac

Commutation Treatment, Assured Treatment, FGIC Treatment, National Treatment, or Syncora

Treatment, as applicable (or any claims that Ambac, Assured, FGIC, National, or Syncora may

have against a beneficial holder of respective insured bonds with respect to Ambac’s, Assured’s,

FGIC’s, National’s or Syncora’s applicable obligations under the Ambac Insurance Policies,

Assured Insurance Policies, National Insurance Policies, or Syncora Insurance Policies, as

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applicable); provided, however, that the foregoing provisions of this subparagraph (f) and section

92.7(f) of the Plan shall not affect the liability of any Entity that otherwise would result from any

such act or omission to the extent that such act or omission is determined, pursuant to a Final

Order, to have constituted intentional fraud or willful misconduct.

(g) The DRA Parties: Each of the GDB Debt Recovery Authority (“DRA”),

AmeriNational Community Services LLC (the “Servicer”), as servicer for the DRA, and Cantor-

Katz Collateral Monitor LLC (the “Collateral Monitor”), as collateral monitor for Wilmington

Trust N.A. (collectively, the “DRA Parties”), from the Petition Date up to and including the

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 Cases, mediation, the negotiation, formation,

preparation, dissemination, implementation, confirmation or approval of the Plan or any

compromises or settlements contained therein, the Disclosure Statement, the Stipulation in

Connection with DRA Related Disputes, dated as of November 5, 2021, by and among the

Oversight Board, as representative of the Debtors and HTA, the Servicer, and the Collateral

Monitor (Docket Entry No. 19100 Ex. A), 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 Plan; provided, however, that, the foregoing provisions of this

subparagraph (g) shall not affect the liability of any Entity that would otherwise result from any

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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.

62. Maintenance of Pension System. Before the tenth (10th) anniversary of the

Effective Date, the Government of the Commonwealth of Puerto Rico, including, without

limitation, by any Entity or Person acting for or on behalf thereof, shall not (a) implement

existing legislation or enact new legislation to create or increase any defined benefit pension

payment or obligation to current or future retirees from or related to any defined benefit plans

over the benefits provided by the Plan, regardless of funding source, or (b) undo (in whole or

part) the Plan’s eliminations of defined benefit plan accruals and cost of living adjustments for

government employees; provided, however, that the Governor and Legislature, subsequent to

termination of the Oversight Board, may apply to the Title III Court for relief from this provision

upon showing (i) the need therefor, (ii) the affordability of the requested changes, (iii) the

reasons why the requested changes will not create a risk of the financial distress caused by the

Commonwealth’s prior defined benefit plans under which the Commonwealth and other

governmental employers accrued nearly $55 billion of unfunded pension obligations, (iv) the

means of funding the requested changes and reasons why there is little risk of such funding not

being carried out, (v) the reasons why the requested changes will not create a material risk of

defaults on any of the then outstanding obligations pursuant to the Plan, and (vi) the reasons why

the defined contribution plans are insufficient and defined benefit plans are both prudent and

required; and, provided, however, that, prior to the termination of the Oversight Board, the

Oversight Board shall not reduce any defined benefit pension payment or obligation to current or

future retirees from the benefits provided by the Plan.

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63. Appointments Related Litigation/Uniformity Litigation. Notwithstanding

anything contained herein or the Plan to the contrary, in the event that a Final Order is entered in

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

entry of this 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 Plan and documents and

instruments related hereto, and all Creditors or such other Entities receiving, or deemed to have

received, distributions pursuant to or as a result of the Plan or this Confirmation Order having

consented and agreed, such Final Order shall not in any way or manner reverse, affect or

otherwise modify the transactions contemplated in the Plan and this Confirmation Order,

including, without limitation, the releases, exculpations and injunctions provided pursuant to

article XCII of the Plan and herein; provided, however, that, to the extent that a plaintiff in the

Appointments Related Litigation or the Uniformity Litigation is a party to any of the GO/PBA

Plan Support Agreement, the HTA/CCDA Plan Support Agreement, the PRIFA Plan Support

Agreement, or the ERS Stipulation, within five (5) Business Days of the Effective Date, such

plaintiff shall take any and all actions to dismiss, with prejudice or, in the event other plaintiffs

are party to such litigations, withdraw from, with prejudice, such Appointments Related

Litigation or Uniformity Litigation, as the case may be, including, without limitation, filing

notices with the clerk of the court having jurisdiction thereof.

64. Bar Order. To the limited extent provided in the 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

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Parties, based upon, related to, or arising out of or in connection with any of the Released

Claims, confirmation and consummation of the Plan, the negotiation and consummation of

the GO/PBA Plan Support Agreement, HTA/CCDA Plan Support Agreement, PRIFA Plan

Support Agreement, AFSCME Plan Support Agreement, the Retiree Committee 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 Cases,

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 Cases,

either directly or indirectly by any Person for the direct or indirect benefit of any Released

Party arising from or related to the claims, acts, facts, transactions, occurrences,

statements, or omissions that are, could have been or may be alleged in the related actions

or any other action brought or that might be brought by, through, on behalf of, or for the

benefit of any of the Released Parties (whether arising under federal, state, or foreign law,

and regardless of where asserted); provided, however, that, without prejudice to the

exculpation rights set forth in section 92.7 of the Plan and decretal paragraph 61 hereof,

nothing contained in the Plan or this Confirmation Order is intended, nor shall it be

construed, to be a non-consensual third-party release of the PSA Creditors, AFSCME, and

of their respective Related Persons by Creditors of the Debtors.

65. Supplemental Injunction. Notwithstanding anything contained herein or in

the Plan to the contrary, except to the limited extent provided in the Plan, all Entities,

including Entities acting on their behalf, who currently hold or assert, have held or

asserted, or may hold or assert, or may control by enacting legislation, any Released

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Claims against any of the Released Parties based upon, attributable to, arising out of or

relating to the Title III Cases or any Claim against the Debtors, 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 including enacting legislation 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 for themselves or other entities,

arising prior to the Effective Date (including prior to the Petition Date), including, but not

limited to:

(a) Commencing or continuing in any manner any action or other proceeding of

any kind with respect to any such Released Claim against any of the Released Parties or the
assets or property of any Released Party;

(b) Enforcing, attaching, collecting, or recovering, by any manner or means, any

judgment, award, decree, or order against any of the Released Parties or the assets or
property of any Released Party with respect to any such Released Claim;

(c) Creating, perfecting, or enforcing any Lien of any kind against any of the
Released Parties or the assets or property of any Released Party with respect to any such
Released Claim;

(d) Except as otherwise expressly provided in the Plan or this 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;

(e) Enacting or adopting any statute, law, rule, resolution, or policy to cause,
directly or indirectly, any Released Party to have liability for any Released Claims; and

(f) Taking any act, in any manner, in any place whatsoever, that does not
conform to, or comply with, the provisions of the Plan or this Confirmation Order;
provided, however, that the Debtors’ compliance with the formal requirements of
Bankruptcy Rule 3016 shall not constitute an admission that the Plan provides for any
injunction against conduct not otherwise enjoined under the Bankruptcy Code;

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provided, however, that, without prejudice to the exculpation rights set forth in section 92.7
of the Plan and decretal paragraph 61 hereof, nothing contained in the Plan or this
Confirmation Order is intended, nor shall it be construed, to be a non-consensual third-
party release of the PSA Creditors, AFSCME, and of their respective Related Persons by
Creditors of the Debtors.

66. Term of Existing Injunctions or Stays. Unless otherwise provided in the Plan or

this Confirmation Order, all injunctions or stays in effect in the Title III Cases (pursuant to

sections 105, 362, or 922 of the Bankruptcy Code or any order of the Title III Court) and existing

on the Confirmation Date (excluding any injunctions or stays contained in the Plan or this

Confirmation Order) shall remain in full force and effect through the Effective Date, except that

each injunction imposed by a Court order shall remain in effect permanently unless the order

specifies a termination date or event, in which case, the specification set forth in such order shall

govern. All injunctions or stays contained in the Plan or this Confirmation Order shall remain in

full force and effect in accordance with their terms.

67. Prosecution of Claims. Except as settled and released herein, from and after the

Effective Date, the Avoidance Actions Trustee shall have the exclusive right and power to (a)

litigate any and all of the Avoidance Actions and (b) compromise and settle such Avoidance

Actions, upon approval of the Title III Court. The net proceeds of any such litigation or

settlement (after satisfaction of all costs and expenses incurred in connection therewith) shall be

transferred to the Avoidance Actions Trust for distribution in accordance with the Plan and the

Avoidance Actions Trust Agreement.

68. Indemnification and Reimbursement Obligations. For purposes of the Plan, (i) to

the extent executory in nature, the obligations of the Debtors, 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 Commonwealth Petition Date, the ERS

Petition Date, or the PBA Petition Date, as applicable, shall be deemed assumed as of the

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Effective Date and (ii) indemnification obligations of the Debtors arising from conduct of

officers and directors during the period from and after the Commonwealth Petition Date, the

ERS Petition Date, or the PBA Petition Date, as applicable, shall be Administrative Expense

Claims.

69. Compliance with Tax Requirements. Any party issuing any instrument or making

any distribution under the 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 Plan shall be subject to any such withholding or reporting

requirements; provided, however, that payments or redemptions made with respect to the CVIs

shall not be subject to any Commonwealth tax or withholding obligation imposed by the

Commonwealth now or in the future regardless of whether such payments or redemptions with

respect to the CVIs may be exempt from the payment of federal or state taxes, including, without

limitation, the twenty-nine percent (29%) Puerto Rico income tax withholding at source that may

otherwise be applicable to such payments or redemptions. Except as provided above, each

holder of an Allowed Claim that is to receive a distribution under the 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 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 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

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Agent or the trustee of the applicable trust may require, as a condition to the receipt of a

distribution (including the applicable trust certificates), that the holder complete the appropriate

Form W-8 or Form W-9, as applicable to each holder. If the holder fails to comply with such a

request within one year, such distribution shall be deemed an Unclaimed Distribution.

70. Documents and Instruments. Each federal, state, commonwealth, local, foreign,

or other governmental agency is hereby authorized to accept any and all documents and

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

contemplated by the Plan and this Confirmation Order.

71. Fiscal Plan. For so long as the Oversight Board is in existence, the Oversight

Board shall cause the Fiscal Plan in effect on the Effective Date, and any post-Effective Date

Fiscal Plan certified by the Oversight Board to include provisions requiring the certified budget

to provide for the payment in each FY of (a) principal and interest payable on the New GO

Bonds, including, without limitation, sinking fund payments due in such FY, and (b) to the

extent that the Outperformance Condition is satisfied in the prior FY, any amounts due and

owing on the CVIs in accordance with the terms of the CVI Indenture.

72. Claims Against the Commonwealth Based on Debt Issued by HTA, CCDA,

PRIFA, and MBA. The Claims asserted against the Debtors or the Reorganized Debtors based

on any bonds issued or guaranteed by or loans made to or guaranteed by HTA, CCDA, PRIFA,

or MBA shall, to the extent allowed, be allowed as a Claim arising prior to the Petition Date and

classified in Classes 59 through 62 (except Allowed ERS Bond Claims to the extent secured) and

are hereby discharged and the Debtors and the Reorganized Debtors have no further liability on

account of such Claims.

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73. GUC Reserve. On and after the Effective Date, the Debtors’ and Reorganized

Debtors’ liability to holders of Allowed CW General Unsecured Claims shall be limited to

funding the GUC Reserve in accordance with section 62.3 of the Plan as follows: subject to the

reductions provided therein, (a) Two Hundred Million Dollars ($200,000,000.00) on the

Effective Date; (b) One Hundred Million Dollars ($100,000,000.00) on or prior to December 31,

2022; (c) One Hundred Million Dollars ($100,000,000,00) on or prior to December 31, 2023; (d)

One Hundred Million Dollars ($100,000,000.00) on or prior to December 31, 2024; and (e)

Seventy-Five Million Dollars ($75,000,000.00) on or prior to December 31, 2025. Upon the

GUC Reserve being funded by the Commonwealth in accordance with section 62.3 of the Plan,

the Debtors and Reorganized Debtors shall have no further liability on account of such Allowed

CW General Unsecured Claims.

74. PROMESA 407 Claims. All Claims reserved by holders of bonds issued by

HTA, CCDA, PRIFA, or MBA under that certain Findings of Fact, Conclusions of Law, and

Order Approving the Qualifying Modification for the Government Development Bank for Puerto

Rico Pursuant to Section 601(m)(1)(D) of the Puerto Rico Oversight, Management, and

Economic Stability Act, including, without limitation, any claim under section 407 of

PROMESA, shall be automatically released on the Effective Date with no further notice or

action.

75. Dairy Producer Claims. Notwithstanding anything contained in the Plan or this

Confirmation Order to the contrary, (a) nothing contained herein shall adjust, enlarge,

compromise discharge or otherwise affect the respective parties’ rights or obligations pursuant to

the Dairy Producer Settlement except with respect to the Commonwealth’s payment obligation

under the Dairy Producer Settlement, (b) the Commonwealth’s obligation for the regulatory

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approval accrual set forth decretal paragraph 14 of the Dairy Producer Settlement shall be treated

and discharged in accordance with the Plan and shall not be recouped by a holder of a Dairy

Producer Claim from any other source, and (c) the Plan shall not affect the regulatory accrual

charge being assessed on and paid from the cost of milk pursuant to the Dairy Producer

Settlement.

76. Eminent Domain/Inverse Condemnation Claims. Notwithstanding anything

contained in the Plan or this Confirmation Order to the contrary, (a) nothing contained in the

Plan or this Confirmation Order shall impair or otherwise affect the treatment provided in Class

54 to holders of Allowed Eminent Domain/Inverse Condemnation Claims, (b) as of the Effective

Date, and upon the effective date of a Final Order of a court of competent jurisdiction

determining the validity of and amount of just compensation attributable to an Allowed Eminent

Domain Claim or Allowed Inverse Condemnation Claim, the holder of such a 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 Allowed Eminent Domain/Inverse Condemnation Claim, and

(c) Allowed Eminent Domain/Inverse Condemnation Claims shall not be treated in any way as

CW General Unsecured Claims for purposes of distribution. Nothing in the Plan or this

Confirmation Order shall be construed to prevent any determination of just compensation from

including, if and to the extent the tribunal deems appropriate, interest on an Allowed Eminent

Domain/Inverse Condemnation Claim. Notwithstanding the foregoing, in the event that (x) the

Oversight Board appeals from the Confirmation Order and the Findings of Fact and Conclusions

of Law regarding the Title III Court’s ruling that Allowed Eminent Domain/Inverse

Condemnation Claims must be paid in full or otherwise be rendered unimpaired pursuant to the

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Plan, (y) such appeal is successful, and (z) a Final Order is entered holding that Allowed

Eminent Domain/Inverse Condemnation Claims may be impaired, subject to the terms and

provisions of Articles LXXVII and LXXXII of the Plan, each 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, and the Reorganized Commonwealth shall make,

payments, in Cash, in an amount equal to the pro rata payments to be made to holders of

Allowed CW General Unsecured Claims up to the GUC Recovery Cap.

77. Oversight Board Termination and Post-Confirmation Powers. Neither the Plan

nor this Confirmation Order shall change the duration of the Oversight Board’s existence set

forth in section 209 of PROMESA, and neither the Plan nor this Confirmation Order shall alter

any of the Oversight Board’s powers and duties under each title of PROMESA. Until

termination of the Oversight Board pursuant to section 209 of PROMESA, the Oversight Board

may enforce the Plan. At all times, each party in interest may enforce Plan provisions directly

affecting the party in interest.

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

Sole Discretion. Nothing in the Plan and nothing in this Confirmation Order (a) alters the

powers of the Oversight Board granted by Titles I and II of PROMESA, including its rights in its

sole discretion, to amend the certified Fiscal Plan and budget in effect on the Effective Date and

to develop and certify new fiscal plans and budgets at any times, (b) grants the government of

Puerto Rico any entitlement to any provisions in certified fiscal plans and budgets, and (c) grants

the government of Puerto Rico any rights and powers barred by section 108(a) of PROMESA.

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

Oversight Board pursuant to section 209 of PROMESA, the Governor shall enforce the Plan. If

the Governor fails to enforce a Plan provision directly or indirectly impacting a party in interest

after being requested to do so by a party in interest, each party in interest that would reasonably

be prejudiced or injured by lack of enforcement may enforce the Plan provision. At no time

prior or subsequent to the termination of the Oversight Board shall the Governor or Legislature

enact, implement, or enforce any statute, resolution, policy, or rule reasonably likely, directly or

indirectly, to impair the carrying out of the Plan’s payment provisions, covenants, and other

obligations. Pursuant to section 1142(b) of the Bankruptcy Code, the Governor shall cause the

executive branch of the Commonwealth government to take all acts necessary for the

consummation of the Plan.

80. Legislation Authorizing Plan Debt Shall Not Be Repealed, Changed, Or Negated.

The Government of Puerto Rico, including without limitation, any Entity or Person acting for or

on behalf thereof, shall not enact any statute, resolution, policy, or rule that would repeal,

change, or negate any law currently existing that authorizes debt issued pursuant to the Plan or

any law pledging the full faith, credit, and taxing power of the Commonwealth to secure debt

issued pursuant to the Plan.

81. Non-Impairment of CVIs, SUT. Until all obligations with respect to the CVIs

have been paid or otherwise satisfied in accordance with their terms, the Commonwealth, or any

Entity or Person acting for or on behalf thereof, shall take no action that would: (a) limit or alter

the rights vested in the Commonwealth in accordance with the Plan and this Confirmation Order

to fulfill the terms of any agreements with the holders of CVIs; (b) impair the rights and

remedies of the holders of the CVIs; or (c) impair the ability of the holders of the CVIs to track

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performance of the Measured SUT and the Commonwealth Rum Tax Revenues available for the

payment of the CVIs in accordance with the terms and provisions of the Plan and as set forth in

the CVI Indenture; provided, however, that the foregoing shall not preclude the Commonwealth

from exercising its power, through a valid change in law, to eliminate the Measured SUT, or

replace the Measured SUT with a Substitute Measured Tax, each in accordance with the CVI

Indenture.

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

this Confirmation Order or a subsequent order issued by this Court or a higher court having

jurisdiction over an appeal of this Confirmation Order or over a certiorari proceeding in respect

of this Confirmation Order, if any or all of the provisions of this Confirmation Order are

hereafter reversed, modified, vacated, or stayed by subsequent order of this Court, or any other

court, such reversal, stay, modification, or vacatur shall not affect the validity or enforceability of

any act, obligation, indebtedness, liability, priority, or lien incurred or undertaken by the Debtors

or the Reorganized Debtors, as applicable, prior to the effective date of such reversal, stay,

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

this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, or in

reliance on, this Confirmation Order prior to the effective date of such reversal, stay,

modification, or vacatur shall be governed in all respect by the provisions of this Confirmation

Order and the Plan. To the extent not specifically reversed, modified, vacated, or stayed by an

order of this Court or an appellate court, all existing orders entered in the Title III Cases remain

in full force and effect.

83. Retention of Jurisdiction. Notwithstanding the entry of this Confirmation Order

or the occurrence of the Effective Date, subject to the terms and provisions of article XCI of the

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Plan, and except as otherwise provided in the Plan or herein, pursuant to sections 105, 945(a),

and 1142(b) of the Bankruptcy Code, for the time necessary for the successful implementation of

the Plan, this Court shall retain exclusive jurisdiction to the extent it has exclusive subject matter

jurisdiction, and concurrent jurisdiction to the extent it has concurrent subject matter jurisdiction,

over all matters arising under PROMESA, arising out of, and related to, the Title III Cases to the

fullest extent legally permissible, including, but not limited to, subject matter jurisdiction over

the matters set forth in article XCI of the Plan.

84. Conflicts Among Documents. The provisions of the Plan and this Confirmation

Order shall be construed in a manner consistent with each other so as to effect the purpose of

each; provided, however, that, in the event of any inconsistency between (a) the Plan or this

Confirmation Order and (b) the New GO Bond Legislation, the CVI Legislation, or any other

legislation implementing the Plan or otherwise in any manner, the terms and provisions of the

Plan or this Confirmation Order, as applicable, shall prevail; and, provided, further, that, in the

event of any irreconcilable inconsistency between the Plan and this Confirmation Order, the

documents shall control in the following order of priority: (i) this Confirmation Order, and (ii)

the Plan; and, provided, further, that, in the event of any inconsistency between this

Confirmation Order and any other order in the Commonwealth Title III Case, the ERS Title III

Case, the PBA Title III Case, the terms and provisions of this Confirmation Order shall control;

and, provided, further, that nothing contained herein is intended, nor shall be construed, to

modify the economic terms of the Plan.

85. PBA Leases. Notwithstanding anything contained herein or in the Plan to the

contrary, each of the Unexpired Leases to which PBA is a party (collectively, the “PBA Leases”)

shall be deemed rejected effective upon the earliest to occur of (a) June 30, 2022, (b) the date

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upon which such PBA Lease expires in accordance with its terms, (c) the date upon which PBA

enters into a new or amended lease with respect to the leased property subject to such PBA

Lease, (d) such other date of which PBA, as lessor, provides written notice to the counterparty to

a PBA Lease, and (e) the date upon which AAFAF, on behalf of the Commonwealth or any

Commonwealth agency, public corporation or instrumentality, that is a counterparty, as lessee,

with respect to a PBA Lease, provides written notice to PBA that such PBA Lease is rejected (in

each case, the earliest of (a) through (e), the “PBA Rejection Date”); provided, however, that,

during the period from the Effective Date up to, but not including, the applicable PBA Rejection

Date, with respect to any PBA Lease between PBA, as lessor, and the Commonwealth or any

Commonwealth agency, public corporation or instrumentality, as lessee, monthly lease payments

shall be limited to the lower of (y) the amount budgeted and approved pursuant to a certified

Fiscal Plan and (z) the monthly costs and expenses associated with the applicable leased

property; and, provided, further, that any accruals on the books of PBA or any of the

Commonwealth or an agency, public corporation, or instrumentality of the Commonwealth as

counterparty to a PBA Lease for the unpaid debt service component of rent under any PBA

Lease shall be deemed released, settled, and discharged as of the PBA Rejection Date.

86. Modifications. The modifications to the Seventh Amended Plan, as set forth in

the Plan, do not adversely change the treatment of the Claim of any Creditor that accepted the

Seventh Amended Plan and all such Creditors shall be deemed to have accepted the Plan. Before

substantial consummation of the Plan, the Oversight Board may modify the Plan at any time after

entry of this Confirmation Order, subject to any limitations set forth in the Plan (including

consent rights) and any stipulation approved by this Court in connection with the Plan; provided,

however, that the circumstances warrant such modification and the Court, after notice and a

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hearing, confirms such modified plan under the applicable legal requirements. For the avoidance

of doubt, the Plan shall not be modified except in accordance with Bankruptcy Code section 942

and the terms of this Confirmation Order.

87. Asserted Surety Claims. Notwithstanding anything contained in the Plan to the

contrary, to the extent that the Claim of a surety against any of the Debtors is determined to be a

secured claim and allowed in whole or in part, by Final Order, or by operation of section 502(a)

of the Bankruptcy Code following the expiration of the period to object to any such Claim in

accordance with the provisions of section 82.1 of the Plan, such Claim shall be paid in full, in

Cash; provided, however, that, in the event some or all of any such Claim is determined to be an

unsecured claim and allowed in whole or in part, by Final Order, such Claim shall be treated in

accordance with the provisions of section 17.1, 62.1 or 70.1 of the Plan, as the case may be.

88. Identification of Additional Retail Investors / Retail Support Fee. Within five (5)

Business Days of the date hereof, the Oversight Board shall cause the Balloting Agent to

distribute, by mail, electronic mail, or such other means customary, the form of Certification

Notice annexed hereto as Exhibit E (the “Certification Notice”) to all known holders, by and

through their respective Nominee(s), of (a) Vintage PBA Bond Claims, (b) 2011 PBA Bond

Claims, (c) 2012 PBA Bond Claims, (d) Vintage CW Bond Claims, (e) 2011 CW Bond Claims,

(f) 2011 CW Series D/E/PIB Bond Claims, (g) 2012 CW Bond Claims, and (h) 2014 CW Bond

Claims (collectively, the “Bonds”) who did not submit a vote that was not otherwise revoked by

such holder pursuant to the procedures set forth in the Disclosure Statement Order on or before

6:00 p.m. (Atlantic Standard Time) on October 18, 2021.

a. The record date to determine which beneficial owners of the Bonds (collectively,
the “Beneficial Owners”) are entitled to receive the Certification Notice and make
the Certification (as defined below) shall be 6:00 p.m. (Atlantic Standard Time)
on October 18, 2021 (the “Certification Record Date”).

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b. Promptly upon receipt of a Certification Notice, each Nominee (or such

Nominee’s agent) shall distribute such Certification Notice to the Beneficial
Owners eligible as of the Certification Record Date pursuant to such Nominee’s
(or such Nominee’s agent’s) customary practices for conveying such information.

c. If it is a Nominee’s (or such Nominee’s agent’s) customary and accepted business

practice to forward the Certification Notice to (and collect Certifications from)
Beneficial Owners by information form, email, telephone, or other customary
means of communications, as applicable, the Nominee (or such Nominee’s agent)
shall employ such method of communication in lieu of sending a paper copy of
the Certification Notice to Beneficial Owners; provided, however, that if the
Nominee’s (or such Nominee’s agent’s) customary internal practice is to provide
to Beneficial Owners an electronic link to the Certification Notice, the Nominee
(or such Nominee’s agent) may follow such customary practice in lieu of
forwarding paper copies of the Certification Notice to Beneficial Owners.

d. The Oversight Board shall cause the Balloting Agent to provide Beneficial
Owners of the Bonds as of the Certification Record Date a frozen “user CUSIP”
(or similarly appropriate non-tradeable identifier) for the purpose of making the
Certification.

e. Each Beneficial Owner of the Bonds who certifies that it is an individual who
held the Bonds as of the Certification Record Date in the aggregate outstanding
principal amount of One Million Dollars ($1,000,000.00) or less in one or more
brokerage account(s), trust account(s), custodial account(s), or separately
managed account(s) (the “Certification”) pursuant to the procedures set forth in
this decretal paragraph 88 hereof shall be deemed a Retail Investor for purposes
of distributions to be made pursuant to the Plan, and shall receive a distribution of
the Retail Support Fee through the “user CUSIP” in accordance with the terms
and provisions of the Plan.

f. Beneficial Owners of the Bonds must deliver their certification instructions to (or
otherwise coordinate with) their Nominee according to the instructions in the
Certification Notice in sufficient time for the Nominee to effectuate the Beneficial
Owner’s Certification through The Depository Trust Company’s (“DTC”)
Automated Tender Offer Program (“ATOP”) in accordance with the procedures
of DTC and be received on ATOP by 6:00 p.m. (Atlantic Standard Time) on the
first Business Day thirty (30) days from and after the date hereof (the
“Certification Deadline”); 10 provided, however, that any holder who has executed,
completed, and delivered through ATOP in accordance with the procedures of
DTC its Certification may revoke such Certification and withdraw any securities
that have been tendered with respect to a Certification through ATOP in
accordance with the procedures of DTC on or before the Certification Deadline.

10
6:00 PM (Atlantic Standard Time) is equivalent to 5:00 PM (Eastern Standard Time).

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g. All securities that are tendered with respect to a Certification shall be restricted
from further trading or transfer through the Effective Date of the Plan.

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

provisions of the Plan and this Confirmation Order, including the findings of fact and

conclusions of law set forth in the Findings of Fact and Conclusions of Law, are nonseverable

and mutually dependent.

90. Governing Law. Except to the extent that other federal law is applicable, or to the

extent that an exhibit to the Plan or any document to be entered into in connection with the Plan

provides otherwise, the rights, duties, and obligations arising under the 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.

91. PFC Reservation. Neither the Plan nor this Confirmation Order determine, affect,

or limit any claims or rights U.S. Bank Trust National Association and U.S. Bank National

Association, as Trustee for bonds issued by PFC, may have against GDB, DRA, or the

GDB/PET, including, without limitation, claims and rights in respect of letters of credit.

92. Applicable Nonbankruptcy Law. Pursuant to section 1123(a) of the Bankruptcy

Code, as applicable to the Title III Cases pursuant to section 301(a) of PROMESA, the

provisions of this Confirmation Order and the Plan shall apply and be enforceable

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

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

of this Confirmation Order and the Plan (as such documents may be further, amended,

supplemented, or modified and filed with the Court on or prior to the Effective Date), including,

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without limitation, the New GO Bonds, the New GO Bonds Indenture, the GO CVIs, the GO

CVI Indenture, the Clawback CVIs, the Clawback CVI Indenture, and the Avoidance Actions

Trust Agreement, provide adequate means for implementation of the Plan pursuant to section

1123(a)(5) of the Bankruptcy Code and, as of the occurrence of the Effective Date, shall

constitute legal, valid, and binding obligations of the Debtors, as applicable, and valid provisions

to pay and to secure payment of the New GO Bonds, the GO CVIs, and the Clawback CVIs, as

applicable, pursuant to section 944(b)(3) of the Bankruptcy Code, and be enforceable in

accordance with their terms.

93. Waiver of Filings. Any requirement pursuant to Bankruptcy Rule 1007 obligating

the Debtors to file any list, schedule, or statement with the Court or the Office of the U.S.

Trustee is hereby waived as to any such list, schedule, or statement not filed as of the Effective

Date.

94. Notice of Order. In accordance with Bankruptcy Rules 2002 and 3020(c), as soon

as reasonably practicable after the Effective Date, the Debtors shall serve notice of the entry of

this Confirmation Order and the occurrence of the Effective Date, substantially in the form

attached as Exhibit B hereto, to all parties who hold a Claim in the Commonwealth Title III

Case, the ERS Title III Case, the HTA Title III Case, and the PBA Title III Case, as well as the

Creditors’ Committee, the Retiree Committee, the U.S. Trustee, any party filing a notice

pursuant to Bankruptcy Rule 2002, the Securities and Exchange Commission, the Internal

Revenue Service, and the United States Attorney for the District of Puerto Rico. Such notice is

hereby approved in all respects and shall be deemed good and sufficient notice of entry of this

Confirmation Order.

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

Plan in this Confirmation Order shall not diminish the effectiveness of such provision nor

constitute a waiver thereof, it being the intent of this Court that the Plan is confirmed in its

entirety and incorporated herein by this reference.

SO ORDERED.

Dated: January 18, 2022

/s/ Laura Taylor Swain
LAURA TAYLOR SWAIN
United States District Judge

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Exhibit A

Plan

A-1
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UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

In re: PROMESA
Title III
THE FINANCIAL OVERSIGHT AND
MANAGEMENT BOARD FOR PUERTO RICO, No. 17 BK 3283-LTS

as representative of (Jointly Administered)

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,

Debtors.

MODIFIED EIGHTH AMENDED TITLE III JOINT PLAN OF ADJUSTMENT

OF THE COMMONWEALTH OF PUERTO RICO, ET AL.

PROSKAUER ROSE LLP O’NEILL & BORGES LLC

Eleven Times Square 250 Muñoz Rivera Ave., Suite 800
New York, New York 10036 San Juan, PR 00918-1813
Telephone: (212) 969-3000 Telephone: (787) 764-8181
Facsimile: (212) 969-2900 Facsimile: (787) 753-8944

Attorneys for the Financial Oversight and Management Board

as Representative for the Debtors in their Title III Cases

Dated: January 14, 2022

127565620v3
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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS ............................................................................................................1 

1.1  2011 CW Bond Claim..............................................................................................1 
1.2  2011 CW Bond Claim (Assured) .............................................................................1 
1.3  2011 CW Bond Claim (Taxable Election) ...............................................................1 
1.4  2011 CW Bond Recovery ........................................................................................1 
1.5  2011 CW Bonds .......................................................................................................1 
1.6  2011 CW Guarantee Bond Claim ............................................................................2 
1.7  2011 CW Guarantee Bond Claim (Taxable Election) .............................................2 
1.8  2011 CW Guarantee Bond Recovery .......................................................................2 
1.9  2011 CW Guarantee Taxable Bond Distribution .....................................................2 
1.10  2011 CW Series D/E/PIB Bond Claim ....................................................................2 
1.11  2011 CW Series D/E/PIB Bond Claim (Assured) ...................................................2 
1.12  2011 CW Series D/E/PIB Bond Claim (Taxable Election) .....................................2 
1.13  2011 CW Series D/E/PIB Bond Recovery...............................................................3 
1.14  2011 CW Series D/E/PIB Bonds .............................................................................3 
1.15  2011 CW Series D/E/PIB Taxable Bond Distribution .............................................3 
1.16  2011 CW Taxable Bond Distribution ......................................................................3 
1.17  2011 PBA Bond Claim ............................................................................................3 
1.18  2011 PBA Bond Recovery .......................................................................................3 
1.19  2011 PBA Bonds......................................................................................................4 
1.20  2012 CW Bond Claim..............................................................................................4 
1.21  2012 CW Bond Claim (Assured) .............................................................................4 
1.22  2012 CW Bond Claim (Taxable Election) ...............................................................4 
1.23  2012 CW Bond Recovery ........................................................................................4 
1.24  2012 CW Bonds .......................................................................................................4 
1.25  2012 CW Guarantee Bond Claim ............................................................................5 
1.26  2012 CW Guarantee Bond Claim (Taxable Election) .............................................5 
1.27  2012 CW Guarantee Bond Recovery .......................................................................5 
1.28  2012 CW Guarantee Taxable Bond Distribution .....................................................5 
1.29  2012 CW Taxable Bond Distribution ......................................................................5 
1.30  2012 PBA Bond Claim ............................................................................................5 
1.31  2012 PBA Bond Recovery .......................................................................................6 
1.32  2012 PBA Bonds......................................................................................................6 
1.33  2014 CW Bond Claim..............................................................................................6 
1.34  2014 CW Bond Claim (Taxable Election) ...............................................................6 
1.35  2014 CW Bond Recovery ........................................................................................6 
1.36  2014 CW Bonds .......................................................................................................6 
1.37  2014 CW Guarantee Bond Claim ............................................................................6 
1.38  2014 CW Guarantee Bond Claim (Taxable Election) .............................................7 
1.39  2014 CW Guarantee Taxable Bond Distribution .....................................................7 
1.40  2014 CW Taxable Bond Distribution ......................................................................7 
1.41  5.5% SUT .................................................................................................................7 
i
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Table of Contents
(Cont’d)

Page

1.42  AAFAF ....................................................................................................................7 

1.43  ACR Order ...............................................................................................................7 
1.44  Act 106 .....................................................................................................................7 
1.45  Act 106 Board ..........................................................................................................7 
1.46  Active and Retired Employee Benefit Claim...........................................................7 
1.47  Active ERS Participant Claim .................................................................................8 
1.48  Active JRS Participant Claim ..................................................................................8 
1.49  Active Participant.....................................................................................................8 
1.50  Active TRS Participant Claim .................................................................................8 
1.51  Administrative Claim Bar Date ...............................................................................8 
1.52  Administrative Expense Claim ................................................................................8 
1.53  ADR Order ...............................................................................................................8 
1.54  ADR Procedures ......................................................................................................8 
1.55  Affiliate ....................................................................................................................8 
1.56  AFICA......................................................................................................................9 
1.57  AFSCME..................................................................................................................9 
1.58  AFSCME CBAs .......................................................................................................9 
1.59  AFSCME Claims .....................................................................................................9 
1.60  AFSCME Plan Support Agreement .........................................................................9 
1.61  AFSCME Term Sheet ..............................................................................................9 
1.62  Allowed ....................................................................................................................9 
1.63  Allowed Claim .........................................................................................................9 
1.64  Ambac ......................................................................................................................9 
1.65  Ambac Acceleration Price .....................................................................................10 
1.66  Ambac Action ........................................................................................................10 
1.67  Ambac Certificates.................................................................................................10 
1.68  Ambac Commutation Consideration......................................................................10 
1.69  Ambac Commutation Treatment............................................................................10 
1.70  Ambac CW/HTA Bond Claims .............................................................................10 
1.71  Ambac Escrow Account ........................................................................................10 
1.72  Ambac Insured Bond Claims .................................................................................10 
1.73  Ambac Insured Bonds ............................................................................................10 
1.74  Ambac Insurance Policies ......................................................................................10 
1.75  Ambac Plan Consideration ....................................................................................10 
1.76  Ambac Trust...........................................................................................................11 
1.77  Ambac Trust Assets ...............................................................................................11 
1.78  Ambac CW/Convention Center Claims .................................................................11 
1.79  Ambac CW/HTA Bond Claims .............................................................................11 
1.80  Ambac CW/PRIFA Rum Tax Claims ....................................................................11 
1.81  AMPR ....................................................................................................................11 
1.82  Appointments Related Litigation ...........................................................................11 
1.83  Assets .....................................................................................................................11 
1.84  Assured ..................................................................................................................11 
1.85  Assured Acceleration Price ....................................................................................12 
ii
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Table of Contents
(Cont’d)

Page

1.86  Assured Acceleration Price Payment Option .........................................................12 

1.87  Assured Bondholder Elections ...............................................................................12 
1.88  Assured Bondholder Elections Form .....................................................................12 
1.89  Assured CVIs .........................................................................................................12 
1.90  Assured CW/Convention Center Claims ...............................................................12 
1.91  Assured CW/HTA Bond Claims ............................................................................12 
1.92  Assured CW/PRIFA Rum Tax Claims ..................................................................12 
1.93  Assured Election ....................................................................................................12 
1.94  Assured Election Notice ........................................................................................13 
1.95  Assured Insurance Policies ....................................................................................13 
1.96  Assured Insured Bond Claim .................................................................................13 
1.97  Assured Insured Bondholder..................................................................................13 
1.98  Assured Insured Bonds ..........................................................................................13 
1.99  Assured New GO Bonds ........................................................................................13 
1.100  Assured New Securities .........................................................................................13 
1.101  Assured Plan Consideration ...................................................................................13 
1.102  Assured Treatment .................................................................................................13 
1.103  Avoidance Actions .................................................................................................13 
1.104  Avoidance Actions CW Interests ...........................................................................14 
1.105  Avoidance Actions ERS Interests ..........................................................................14 
1.106  Avoidance Actions Trust .......................................................................................14 
1.107  Avoidance Actions Trust Agreement.....................................................................14 
1.108  Avoidance Actions Trust Assets ............................................................................14 
1.109  Avoidance Actions Trust Beneficiaries .................................................................15 
1.110  Avoidance Actions Trust Board.............................................................................15 
1.111  Avoidance Actions Trust Interests .........................................................................15 
1.112  Avoidance Actions Trustee ....................................................................................15 
1.113  Ballot Date .............................................................................................................15 
1.114  Ballot/Election Form ..............................................................................................15 
1.115  Bankruptcy Code ...................................................................................................15 
1.116  Bankruptcy Rules ...................................................................................................15 
1.117  Bar Date .................................................................................................................15 
1.118  Bar Date Orders .....................................................................................................15 
1.119  Base Contribution ..................................................................................................16 
1.120  Bond Claim ............................................................................................................16 
1.121  Bond Recovery Category .......................................................................................16 
1.122  Bondholder Election ..............................................................................................16 
1.123  Business Day ..........................................................................................................16 
1.124  Capital Improvements ............................................................................................16 
1.125  Cash........................................................................................................................16 
1.126  Causes of Action ....................................................................................................16 
1.127  CCDA ....................................................................................................................17 
1.128  CCDA Bonds .........................................................................................................17 
1.129  CCDA Bond Claims ..............................................................................................17 
iii
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1.130  CCDA Consummation Costs .................................................................................17 

1.131  CCDA Restriction Fee Creditors ...........................................................................17 
1.132  CCDA Restriction Fee Percentage.........................................................................17 
1.133  CCDA Trustee .......................................................................................................17 
1.134  Charging Lien ........................................................................................................17 
1.135  Claim ......................................................................................................................18 
1.136  Class .......................................................................................................................18 
1.137  Clawback Actions ..................................................................................................18 
1.138  Clawback CVI Indenture .......................................................................................18 
1.139  Clawback CVIs ......................................................................................................18 
1.140  Clawback Recovery ...............................................................................................18 
1.141  COFINA.................................................................................................................18 
1.142  COFINA Bonds .....................................................................................................19 
1.143  COFINA Bonds Indenture .....................................................................................19 
1.144  COFINA Bonds Legislation ..................................................................................19 
1.145  COFINA Confirmation Order ................................................................................19 
1.146  COFINA Plan.........................................................................................................19 
1.147  Committee Agreement ...........................................................................................19 
1.148  Commonwealth ......................................................................................................19 
1.149  Commonwealth Constitution .................................................................................19 
1.150  Commonwealth Election........................................................................................19 
1.151  Commonwealth Instrumentality Plan ....................................................................19 
1.152  Commonwealth Legislature ...................................................................................19 
1.153  Commonwealth Petition Date ................................................................................19 
1.154  Commonwealth Title III Case................................................................................19 
1.155  Comprehensive Cap ...............................................................................................19 
1.156  Confirmation Date .................................................................................................20 
1.157  Confirmation Hearing ............................................................................................20 
1.158  Confirmation Order ................................................................................................20 
1.159  Constitutional Debt Group .....................................................................................20 
1.160  Constitutional Debt Group Members .....................................................................20 
1.161  Consummation Costs .............................................................................................20 
1.162  Convenience Cap ...................................................................................................20 
1.163  Convenience Claim ................................................................................................20 
1.164  Creditor ..................................................................................................................21 
1.165  Creditors’ Committee.............................................................................................21 
1.166  CRIM .....................................................................................................................21 
1.167  CUSIP ....................................................................................................................21 
1.168  Custodial Trust Documents....................................................................................21 
1.169  CVIs .......................................................................................................................21 
1.170  CVI Indenture ........................................................................................................21 
1.171  CVI Legislation ......................................................................................................21 
1.172  CVI Payment Reserve ............................................................................................21 
1.173  CVI Trustee ............................................................................................................22 
iv
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1.174  CW Appropriations Claims....................................................................................22 

1.175  CW Bond Claims ...................................................................................................22 
1.176  CW Bond Claims (Insured) ...................................................................................22 
1.177  CW Fiscal Plan ......................................................................................................22 
1.178  CW General Unsecured Claim...............................................................................22 
1.179  CW Guarantee Bond Claims ..................................................................................23 
1.180  CW Guarantee Bond Claims (Insured) ..................................................................23 
1.181  CW GUC Recovery ...............................................................................................23 
1.182  CW/Convention Center Claim ...............................................................................23 
1.183  CW/Convention Center Clawback Recovery ........................................................24 
1.184  CW/HTA Claim .....................................................................................................24 
1.185  CW/HTA Clawback Recovery ..............................................................................24 
1.186  CW/MBA Claim ....................................................................................................24 
1.187  CW/MBA Clawback Recovery..............................................................................24 
1.188  CW/PRIFA Rum Tax Claim ..................................................................................24 
1.189  CW/PRIFA Rum Tax Clawback Recovery ...........................................................24 
1.190  Dairy Producer Claim ............................................................................................24 
1.191  Dairy Producer Settlement .....................................................................................25 
1.192  Debt ........................................................................................................................25 
1.193  Debt Management Policy .......................................................................................25 
1.194  Debtors ...................................................................................................................25 
1.195  Debt Policy Period .................................................................................................25 
1.196  Debt Policy Revenues ............................................................................................25 
1.197  Debt Related Objections ........................................................................................25 
1.198  Debt Responsibility Act .........................................................................................26 
1.199  Debt Service Fund..................................................................................................26 
1.200  Debtors ...................................................................................................................27 
1.201  Deemed Issuance Date ...........................................................................................27 
1.202  Definitive Documents ............................................................................................27 
1.203  Disallowed .............................................................................................................27 
1.204  Disbursing Agent ...................................................................................................27 
1.205  Disclosure Statement .............................................................................................27 
1.206  Disclosure Statement Hearing................................................................................27 
1.207  Disclosure Statement Order ...................................................................................27 
1.208  Disputed Claim ......................................................................................................28 
1.209  Distribution Date....................................................................................................28 
1.210  Distribution Record Date .......................................................................................28 
1.211  Effective Date ........................................................................................................28 
1.212  Eminent Domain/Inverse Condemnation Claim ....................................................28 
1.213  Eminent Domain Proceeding .................................................................................28 
1.214  Energy Incentive Act .............................................................................................28 
1.215  Energy Incentive Claims ........................................................................................29 
1.216  Entity ......................................................................................................................29 
1.217  ERS ........................................................................................................................29 
v
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1.218  ERS Bond Claim ....................................................................................................29 

1.219  ERS Bond Recovery ..............................................................................................29 
1.220  ERS Bonds .............................................................................................................29 
1.221  ERS Fiscal Agent ...................................................................................................29 
1.222  ERS General Unsecured Claim ..............................................................................30 
1.223  ERS GUC Pool ......................................................................................................30 
1.224  ERS Litigation .......................................................................................................30 
1.225  ERS Participant Claim ...........................................................................................31 
1.226  ERS Petition Date ..................................................................................................31 
1.227  ERS Portfolio Price ................................................................................................31 
1.228  ERS Private Equity Portfolio .................................................................................31 
1.229  ERS Recovery Actions ..........................................................................................31 
1.230  ERS Resolution ......................................................................................................31 
1.231  ERS Stipulation......................................................................................................31 
1.232  ERS Takings Action ..............................................................................................31 
1.233  ERS Title III Case ..................................................................................................32 
1.234  ERS Trust ...............................................................................................................32 
1.235  Excess Cash Surplus ..............................................................................................32 
1.236  Executory Contract ................................................................................................32 
1.237  Federal Claims .......................................................................................................32 
1.238  FGIC ......................................................................................................................32 
1.239  FGIC Action...........................................................................................................32 
1.240  FGIC Certificates ...................................................................................................32 
1.241  FGIC CW/Convention Center Claims ...................................................................32 
1.242  FGIC CW/HTA Bond Claims ................................................................................32 
1.243  FGIC CW/PRIFA Rum Tax Claims ......................................................................32 
1.244  FGIC Escrow Account ...........................................................................................32 
1.245  FGIC Insured Bond Claims ...................................................................................33 
1.246  FGIC Insured Bonds ..............................................................................................33 
1.247  FGIC Insured PRIFA Bond Claims .......................................................................33 
1.248  FGIC Insurance Policies ........................................................................................33 
1.249  FGIC Plan Consideration .......................................................................................33 
1.250  FGIC Rehabilitation Plan.......................................................................................33 
1.251  FGIC Treatment .....................................................................................................33 
1.252  FGIC Trust .............................................................................................................33 
1.253  Final Order .............................................................................................................33 
1.254  Fiscal Plan ..............................................................................................................34 
1.255  Fiscal Plan Surplus.................................................................................................34 
1.256  FY ..........................................................................................................................34 
1.257  GDB .......................................................................................................................34 
1.258  GDB HTA Loans ...................................................................................................34 
1.259  GDB Loan Priority Determination.........................................................................34 
1.260  General Fund ..........................................................................................................34 
1.261  General Unsecured Claims ....................................................................................34 
vi
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1.262  GO Bonds...............................................................................................................34 
1.263  GO CVIs ................................................................................................................34 
1.264  GO CVI Indenture..................................................................................................35 
1.265  GO Group...............................................................................................................35 
1.266  GO/PBA Annex Agreement ..................................................................................35 
1.267  GO/PBA Consummation Costs .............................................................................35 
1.268  GO/PBA Joinder Agreement .................................................................................35 
1.269  GO/PBA Joinder Creditors ....................................................................................35 
1.270  GO/PBA Joinder Deadline.....................................................................................35 
1.271  GO/PBA Plan Support Agreement ........................................................................35 
1.272  GO/PBA PSA Creditors.........................................................................................35 
1.273  GO/PBA PSA Restriction Fee ...............................................................................35 
1.274  GO/PBA Restriction Fee Percentage .....................................................................36 
1.275  Government Entity .................................................................................................36 
1.276  Government Parties ................................................................................................36 
1.277  Government Released Claims ................................................................................36 
1.278  Government Releasees ...........................................................................................36 
1.279  Gracia Gracia Claim ..............................................................................................37 
1.280  Gracia Gracia CW Action ......................................................................................37 
1.281  Gracia Gracia Federal Action ................................................................................37 
1.282  Gracia Gracia Settlement .......................................................................................37 
1.283  GSA Helicopter Loan ............................................................................................37 
1.284  GUC Recovery Cap ...............................................................................................37 
1.285  GUC Reserve .........................................................................................................37 
1.286  HTA .......................................................................................................................37 
1.287  HTA 68 Bonds .......................................................................................................37 
1.288  HTA 98 Bonds .......................................................................................................38 
1.289  HTA 98 Senior Bonds ............................................................................................38 
1.290  HTA 98 Sub Bonds ................................................................................................39 
1.291  HTA Bonds ............................................................................................................39 
1.292  HTA/CCDA Annex Agreement .............................................................................39 
1.293  HTA/CCDA Joinder Agreement............................................................................39 
1.294  HTA/CCDA Joinder Deadline ...............................................................................39 
1.295  HTA/CCDA Joinder Creditors ..............................................................................39 
1.296  HTA/CCDA Plan Support Agreement...................................................................39 
1.297  HTA/CCDA PSA Creditors ...................................................................................39 
1.298  HTA/CCDA PSA Restriction Fee Period ..............................................................40 
1.299  HTA/CCDA PSA Threshold Attainment...............................................................40 
1.300  HTA Clawback CVI ..............................................................................................40 
1.301  HTA Confirmation Order ......................................................................................40 
1.302  HTA Distribution Conditions ................................................................................40 
1.303  HTA Effective Date ...............................................................................................40 
1.304  HTA Fiscal Agent ..................................................................................................41 
1.305  HTA Petition Date .................................................................................................41 
vii
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1.306  HTA Plan ...............................................................................................................41 

1.307  HTA Title III Case .................................................................................................41 
1.308  Initial PSA Creditors ..............................................................................................41 
1.309  Initial GO/PBA PSA Creditors ..............................................................................41 
1.310  Initial GO/PBA PSA Restriction Fee Creditors .....................................................41 
1.311  Initial HTA/CCDA PSA Creditors ........................................................................41 
1.312  Initial PSA..............................................................................................................41 
1.313  Initial PSA Joinder Creditors .................................................................................41 
1.314  Initial PSA Threshold Attainment .........................................................................41 
1.315  Insured Bond Claim ...............................................................................................42 
1.316  Invalidity Actions...................................................................................................42 
1.317  IRC .........................................................................................................................42 
1.318  IRS .........................................................................................................................42 
1.319  JRS .........................................................................................................................42 
1.320  JRS Participant Claim ............................................................................................42 
1.321  LCDC .....................................................................................................................42 
1.322  LCDC Holders .......................................................................................................42 
1.323  Lien ........................................................................................................................42 
1.324  Lien Challenge Actions..........................................................................................42 
1.325  Lift Stay Motions ...................................................................................................42 
1.326  List of Creditors .....................................................................................................43 
1.327  Local Bankruptcy Rules .........................................................................................43 
1.328  Maximum Annual Debt Service ............................................................................43 
1.329  Maximum Taxable Bond Election Amount ...........................................................43 
1.330  Measured SUT .......................................................................................................43 
1.331  Med Centers ...........................................................................................................43 
1.332  Med Center Claims ................................................................................................44 
1.333  Med Center Litigation ............................................................................................44 
1.334  Med DC Action ......................................................................................................45 
1.335  MFA .......................................................................................................................45 
1.336  Monolines ..............................................................................................................45 
1.337  Monthly Benefit Modification ...............................................................................45 
1.338  National ..................................................................................................................45 
1.339  National Action ......................................................................................................45 
1.340  National Acceleration Price ...................................................................................45 
1.341  National Certificates ..............................................................................................45 
1.342  National Commutation Consideration ...................................................................45 
1.343  National Commutation Treatment .........................................................................45 
1.344  National CW/HTA Bond Claims ...........................................................................46 
1.345  National Escrow Account ......................................................................................46 
1.346  National Insurance Policies....................................................................................46 
1.347  National Insured Bond Claims ...............................................................................46 
1.348  National Insured Bonds..........................................................................................46 
1.349  National Non-Commutation Treatment .................................................................46 
viii
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1.350  National Plan Consideration ..................................................................................46 

1.351  National Treatment ................................................................................................46 
1.352  National Trust ........................................................................................................46 
1.353  Net Allowed ERS Bond Claims .............................................................................46 
1.354  Net CW Cash Consideration ..................................................................................46 
1.355  Net Tax-Supported Debt ........................................................................................47 
1.356  New GO 5.0% CABs .............................................................................................47 
1.357  New GO 5.375% CABs .........................................................................................47 
1.358  New GO Bonds ......................................................................................................47 
1.359  New GO Bonds Indenture......................................................................................47 
1.360  New GO Bonds Legislation ...................................................................................47 
1.361  New GO Bonds Trustee .........................................................................................47 
1.362  New GO CIBs ........................................................................................................48 
1.363  New GO Refunding Bonds ....................................................................................48 
1.364  New HTA Bonds....................................................................................................48 
1.365  New HTA Bonds Indenture ...................................................................................48 
1.366  Non-Own Source Revenues ...................................................................................48 
1.367  Notas de Ahorro .....................................................................................................48 
1.368  OGP........................................................................................................................48 
1.369  Ordinary Course Employee Claim .........................................................................48 
1.370  Outperformance Condition ....................................................................................48 
1.371  Outstanding ............................................................................................................49 
1.372  Oversight Board .....................................................................................................49 
1.373  Participant ..............................................................................................................49 
1.374  PayGo .....................................................................................................................49 
1.375  PBA ........................................................................................................................49 
1.376  PBA Administrative Expense Claim .....................................................................49 
1.377  PBA Bond Claims ..................................................................................................49 
1.378  PBA Bond Distribution ..........................................................................................49 
1.379  PBA Bonds.............................................................................................................49 
1.380  PBA Cash ...............................................................................................................49 
1.381  PBA/DRA Secured Claim......................................................................................49 
1.382  PBA/DRA Unsecured Claim .................................................................................49 
1.383  PBA General Unsecured Claim .............................................................................50 
1.384  PBA Litigation .......................................................................................................50 
1.385  PBA Petition Date ..................................................................................................50 
1.386  PBA Property .........................................................................................................50 
1.387  PBA Title III Case .................................................................................................50 
1.388  Pension Reserve Deed of Trust ..............................................................................50 
1.389  Pension Reserve Trust............................................................................................50 
1.390  Person .....................................................................................................................50 
1.391  PFC ........................................................................................................................50 
1.392  Plan ........................................................................................................................50 
1.393  Plan Supplement ....................................................................................................50 
ix
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1.394  Ports .......................................................................................................................51 

1.395  PRASA...................................................................................................................51 
1.396  PREPA ...................................................................................................................51 
1.397  PRIDCO .................................................................................................................51 
1.398  PRIFA ....................................................................................................................51 
1.399  PRIFA BANs .........................................................................................................51 
1.400  PRIFA BANs Commonwealth Guaranty ...............................................................51 
1.401  PRIFA BANs Litigation ........................................................................................51 
1.402  PRIFA BANs Trustee ............................................................................................51 
1.403  PRIFA Bond Claims ..............................................................................................51 
1.404  PRIFA Bonds .........................................................................................................51 
1.405  PRIFA Clawback CVI ...........................................................................................52 
1.406  PRIFA Distribution Conditions .............................................................................52 
1.407  PRIFA Order ..........................................................................................................52 
1.408  PRIFA Plan ............................................................................................................52 
1.409  PRIFA Plan Support Agreement ............................................................................52 
1.410  PRIFA PSA Creditors ............................................................................................52 
1.411  Professional ............................................................................................................52 
1.412  Professional Claim .................................................................................................53 
1.413  Projected Fiscal Plan Surplus.................................................................................53 
1.414  PROMESA.............................................................................................................53 
1.415  Pro Rata Share........................................................................................................53 
1.416  PSA Creditors ........................................................................................................53 
1.417  PSA Restriction Fees .............................................................................................53 
1.418  Puerto Rico Investor ..............................................................................................53 
1.419  QTCB Group..........................................................................................................54 
1.420  Related Persons ......................................................................................................54 
1.421  Released Claims .....................................................................................................54 
1.422  Released Parties .....................................................................................................55 
1.423  Releasing Parties ....................................................................................................55 
1.424  Reorganized Commonwealth .................................................................................55 
1.425  Reorganized Debtors ..............................................................................................55 
1.426  Reorganized Debtors’ By-Laws .............................................................................55 
1.427  Restriction Fee Creditors .......................................................................................55 
1.428  Retail 2011 CW Bond Claim .................................................................................56 
1.429  Retail 2011 CW Series D/E/PIB Bond Claim........................................................56 
1.430  Retail 2011 PBA Bond Claim ................................................................................56 
1.431  Retail 2012 CW Bond Claim .................................................................................56 
1.432  Retail 2012 PBA Bond Claim ................................................................................56 
1.433  Retail 2014 CW Bond Claim .................................................................................56 
1.434  Retail CW Bond Claims.........................................................................................56 
1.435  Retail Investor ........................................................................................................56 
1.436  Retail PBA Bond Claims .......................................................................................56 
1.437  Retail Support Fee..................................................................................................56 
x
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1.438  Retail Support Fee Return......................................................................................57 

1.439  Retail Vintage CW Bond Claim ............................................................................57 
1.440  Retail Vintage PBA Bond Claim ...........................................................................57 
1.441  Retired ERS Participant Above-Threshold Claim .................................................57 
1.442  Retired ERS Participant Below-Threshold Claim .................................................57 
1.443  Retired JRS Participant Above-Threshold Claim ..................................................57 
1.444  Retired JRS Participant Below-Threshold Claim ..................................................57 
1.445  Retired TRS Participant Above-Threshold Claim .................................................57 
1.446  Retired TRS Participant Below-Threshold Claim .................................................57 
1.447  Retiree ....................................................................................................................58 
1.448  Retiree Claim .........................................................................................................58 
1.449  Retiree Committee .................................................................................................58 
1.450  Retiree Committee Plan Support Agreement .........................................................58 
1.451  Rum Tax CVI .........................................................................................................58 
1.452  Rum Tax CVI Indenture ........................................................................................58 
1.453  Sales Tax ................................................................................................................58 
1.454  SCC Action ............................................................................................................58 
1.455  SEC ........................................................................................................................58 
1.456  Section 510(b) Subordinated Claim .......................................................................58 
1.457  Securities Act .........................................................................................................59 
1.458  Solicitation Agent ..................................................................................................59 
1.459  SPU ........................................................................................................................59 
1.460  Substitute Measured Tax........................................................................................59 
1.461  Syncora ..................................................................................................................59 
1.462  Syncora Acceleration Price ....................................................................................59 
1.463  Syncora Certificates ...............................................................................................59 
1.464  Syncora Commutation Consideration ....................................................................59 
1.465  Syncora Commutation Treatment ..........................................................................59 
1.466  Syncora Escrow Account .......................................................................................59 
1.467  Syncora Insured Bond Claims ...............................................................................59 
1.468  Syncora Insured Bonds ..........................................................................................60 
1.469  Syncora Insurance Policies ....................................................................................60 
1.470  Syncora Non-Commutation Treatment ..................................................................60 
1.471  Syncora Plan Consideration ...................................................................................60 
1.472  Syncora Treatment .................................................................................................60 
1.473  Syncora Trust .........................................................................................................60 
1.474  System 2000 ...........................................................................................................60 
1.475  System 2000 Participant Claim ..............................................................................60 
1.476  Taxable Bond Distributions ...................................................................................60 
1.477  Taxable Election CW Claims.................................................................................60 
1.478  Taxable New GO Bonds ........................................................................................60 
1.479  Tax Credit Claims ..................................................................................................61 
1.480  Tax-Supported Debt ...............................................................................................61 
1.481  Threshold ...............................................................................................................61 
xi
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1.482  Title III ...................................................................................................................61 

1.483  Title III Cases .........................................................................................................61 
1.484  Title III Court .........................................................................................................61 
1.485  TRS ........................................................................................................................61 
1.486  Trustee Fiscal Agent ..............................................................................................62 
1.487  TRS Participant Claim ...........................................................................................62 
1.488  Trust Documentation .............................................................................................62 
1.489  Unclaimed Distribution ..........................................................................................62 
1.490  Underwriter Actions...............................................................................................62 
1.491  Unexpired Lease ....................................................................................................62 
1.492  Uniformity Litigation .............................................................................................62 
1.493  UPR ........................................................................................................................62 
1.494  Vintage CW Bond Claim .......................................................................................62 
1.495  Vintage CW Bond Claim (Ambac) ........................................................................63 
1.496  Vintage CW Bond Claim (Assured) ......................................................................63 
1.497  Vintage CW Bond Claim (FGIC) ..........................................................................63 
1.498  Vintage CW Bond Claim (National)......................................................................63 
1.499  Vintage CW Bond Claim (Syncora) ......................................................................63 
1.500  Vintage CW Bond Claim (Taxable Election) ........................................................63 
1.501  Vintage CW Bond Recovery .................................................................................63 
1.502  Vintage CW Bonds ................................................................................................63 
1.503  Vintage CW Guarantee Bond Claim......................................................................65 
1.504  Vintage CW Guarantee Bond Claim (Ambac) ......................................................65 
1.505  Vintage CW Guarantee Bond Claim (Assured) .....................................................65 
1.506  Vintage CW Guarantee Bond Claim (FGIC) .........................................................65 
1.507  Vintage CW Guarantee Bond Claim (National) ....................................................65 
1.508  Vintage CW Guarantee Bond Claim (Syncora) .....................................................65 
1.509  Vintage CW Guarantee Bond Claim (Taxable Election) .......................................65 
1.510  Vintage CW Guarantee Bond Recovery ................................................................66 
1.511  Vintage CW Guarantee Taxable Bond Distribution ..............................................66 
1.512  Vintage PBA Bond Claim......................................................................................66 
1.513  Vintage PBA Bond Claim (Ambac) ......................................................................66 
1.514  Vintage PBA Bond Claim (Assured) .....................................................................66 
1.515  Vintage PBA Bond Claim (FGIC) .........................................................................66 
1.516  Vintage PBA Bond Claim (National) ....................................................................66 
1.517  Vintage PBA Bond Claim (Syncora) .....................................................................67 
1.518  Vintage PBA Bond Recovery ................................................................................67 
1.519  Vintage PBA Bonds ...............................................................................................67 
1.520  Vintage Taxable Bond Distribution .......................................................................68 
1.521  Voting Record Date ...............................................................................................68 
1.522  VTP Payroll Participant .........................................................................................68 
1.523  VTP Payroll Participant Claim ..............................................................................68 
1.524  VTP Payroll Participant Above-Threshold Claims................................................68 
1.525  VTP Payroll Participant Below-Threshold Claims ................................................68 
xii
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1.526  GDB/PET ...............................................................................................................68 

1.527  GDB/PET Claim ....................................................................................................68 
1.528  COSSEC ................................................................................................................68 
1.529  Other Definitions ...................................................................................................69 
1.530  Rules of Interpretation ...........................................................................................69 
ARTICLE II COMPROMISE AND SETTLEMENT OF
DISPUTES/RESTRUCTURING OF ENTITIES ..................................................69 
2.1  Litigation Resolution .............................................................................................69 
2.2  Allowance of Bond Claims ....................................................................................70 
2.3  Releases, Injunctions and Exculpation ..................................................................71 
2.4  Purchase and Sale of Certain ERS Assets..............................................................71 
ARTICLE III PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE
CLAIMS ................................................................................................................71 
3.1  Administrative Expense Claims .............................................................................71 
3.2  Professional Compensation and Reimbursement Claims ......................................72 
3.3  GO/PBA Consummation Costs .............................................................................72 
3.4  AFSCME and AMPR Professional Fees ...............................................................72 
3.5  GO/PBA PSA Restriction Fee ...............................................................................72 
3.6  Retail Support Fee..................................................................................................74 
3.7  ERS Restriction Fee ...............................................................................................74 
3.8  CCDA Consummation Costs .................................................................................74 
3.9  CCDA Restriction Fee ...........................................................................................75 
3.10  Non-Severability ....................................................................................................76 
ARTICLE IV CLASSIFICATION OF CLAIMS ..........................................................................76 
4.1  Claims are classified as follows .............................................................................76 
ARTICLE V PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND
CLAIMS (CLASS 1) .............................................................................................79 
5.1  Treatment of Vintage PBA Bond Claims ..............................................................79 
ARTICLE VI PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND
CLAIMS (ASSURED) (CLASS 2) .......................................................................79 
6.1  Treatment of Vintage PBA Bond Claims (Assured)..............................................79 
ARTICLE VII PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND
CLAIMS (NATIONAL) (CLASS 3) .....................................................................80 
7.1  Treatment of Vintage PBA Bond Claims (National) .............................................80 

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ARTICLE VIII PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND

CLAIMS (AMBAC) (CLASS 4) ...........................................................................80 
8.1  Treatment of Vintage PBA Bond Claims (Ambac) ...............................................80 
ARTICLE IX PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND
CLAIMS (FGIC) (CLASS 5).................................................................................80 
9.1  Treatment of Vintage PBA Bond Claims (FGIC)..................................................80 
ARTICLE X PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND
CLAIMS (SYNCORA) (CLASS 6).......................................................................80 
10.1  Treatment of Vintage PBA Bond Claims (Syncora)..............................................80 
ARTICLE XI PROVISIONS FOR TREATMENT OF RETAIL VINTAGE PBA
BOND CLAIMS (CLASS 7) .................................................................................81 
11.1  Treatment of Retail Vintage PBA Bond Claims ....................................................81 
ARTICLE XII PROVISIONS FOR TREATMENT OF 2011 PBA BOND CLAIMS
(CLASS 8) .............................................................................................................81 
12.1  Treatment of 2011 PBA Bond Claims ...................................................................81 
ARTICLE XIII PROVISIONS FOR TREATMENT OF RETAIL 2011 PBA BOND
CLAIMS (CLASS 9) .............................................................................................81 
13.1  Treatment of Retail 2011 PBA Bond Claims ........................................................81 
ARTICLE XIV PROVISIONS FOR TREATMENT OF 2012 PBA BOND CLAIMS
(CLASS 10) ...........................................................................................................82 
14.1  Treatment of 2012 PBA Bond Claims ...................................................................82 
ARTICLE XV PROVISIONS FOR TREATMENT OF RETAIL 2012 PBA BOND
CLAIMS (CLASS 11) ...........................................................................................82 
15.1  Treatment of Retail 2012 PBA Bond Claims ........................................................82 
ARTICLE XVI PROVISIONS FOR TREATMENT OF PBA/DRA SECURED
CLAIMS (CLASS 12) ...........................................................................................82 
16.1  Treatment of PBA/DRA Secured Claims ..............................................................82 
ARTICLE XVII PROVISIONS FOR TREATMENT OF PBA GENERAL
UNSECURED CLAIMS (CLASS 13) ..................................................................82 
17.1  Treatment of PBA General Unsecured Claims ......................................................82 

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ARTICLE XVIII PROVISIONS FOR TREATMENT OF PBA/DRA UNSECURED

CLAIMS (CLASS 14) ...........................................................................................83 
18.1  Treatment of PBA/DRA Unsecured Claims ..........................................................83 
ARTICLE XIX PROVISIONS FOR TREATMENT OF VINTAGE CW BOND
CLAIMS (CLASS 15) ...........................................................................................83 
19.1  Treatment of Vintage CW Bond Claims ................................................................83 
19.2  Right of Election to Vintage CW Bond Claims (Taxable Election) ......................83 
ARTICLE XX PROVISIONS FOR TREATMENT OF RETAIL VINTAGE CW
BOND CLAIMS (CLASS 16) ...............................................................................84 
20.1  Treatment of Retail Vintage CW Bond Claims .....................................................84 
20.2  Right of Election to Retail Vintage CW Bond Claims (Taxable
Election) .................................................................................................................84 
ARTICLE XXI PROVISIONS FOR TREATMENT OF VINTAGE CW BOND
CLAIMS (ASSURED) (CLASS 17) .....................................................................84 
21.1  Treatment of Vintage CW Bond Claims (Assured) ...............................................84 
ARTICLE XXII PROVISIONS FOR TREATMENT OF VINTAGE CW BOND
CLAIMS (NATIONAL) (CLASS 18) ...................................................................85 
22.1  Treatment of Vintage CW Bond Claims (National) ..............................................85 
ARTICLE XXIII PROVISIONS FOR TREATMENT OF VINTAGE CW BOND
CLAIMS (AMBAC) (CLASS 19) .........................................................................85 
23.1  Treatment of Vintage CW Bond Claims (Ambac) ................................................85 
ARTICLE XXIV PROVISIONS FOR TREATMENT OF VINTAGE CW BOND
CLAIMS (FGIC) (CLASS 20)...............................................................................85 
24.1  Treatment of Vintage CW Bond Claims (FGIC) ...................................................85 
ARTICLE XXV PROVISIONS FOR TREATMENT OF VINTAGE CW BOND
CLAIMS (SYNCORA) (CLASS 21).....................................................................85 
25.1  Treatment of Vintage CW Bond Claims (Syncora) ...............................................85 
ARTICLE XXVI PROVISIONS FOR TREATMENT OF VINTAGE CW BOND
CLAIMS (TAXABLE ELECTION) (CLASS 22) ................................................86 
26.1  Treatment of Vintage CW Bond Claims (Taxable Election) .................................86 
ARTICLE XXVII PROVISIONS FOR TREATMENT OF VINTAGE CW
GUARANTEE BOND CLAIMS (CLASS 23) .....................................................86 
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27.1  Treatment of Vintage CW Guarantee Bond Claims ..............................................86 

27.2  Right of Election to Vintage CW Guarantee Bond Claims (Taxable
Election) .................................................................................................................86 
ARTICLE XXVIII PROVISIONS FOR TREATMENT OF VINTAGE CW
GUARANTEE BOND CLAIMS (ASSURED) (CLASS 24) ................................86 
28.1  Treatment of Vintage CW Guarantee Bond Claims (Assured) .............................86 
ARTICLE XXIX PROVISIONS FOR TREATMENT OF VINTAGE CW
GUARANTEE BOND CLAIMS (NATIONAL) (CLASS 25) .............................87 
29.1  Treatment of Vintage CW Guarantee Bond Claims (National) .............................87 
ARTICLE XXX PROVISIONS FOR TREATMENT OF VINTAGE CW
GUARANTEE BOND CLAIMS (AMBAC) (CLASS 26) ...................................87 
30.1  Treatment of Vintage CW Guarantee Bond Claims (Ambac) ...............................87 
ARTICLE XXXI PROVISIONS FOR TREATMENT OF VINTAGE CW
GUARANTEE BOND CLAIMS (FGIC) (CLASS 27) .........................................87 
31.1  Treatment of Vintage CW Guarantee Bond Claims (FGIC) .................................87 
ARTICLE XXXII PROVISIONS FOR TREATMENT OF VINTAGE CW
GUARANTEE BOND CLAIMS (SYNCORA) (CLASS 28) ...............................87 
32.1  Treatment of Vintage CW Guarantee Bond Claims (Syncora) .............................87 
ARTICLE XXXIII PROVISIONS FOR TREATMENT OF VINTAGE CW
GUARANTEE BOND CLAIMS (TAXABLE ELECTION) (CLASS
29) ..........................................................................................................................88 
33.1  Treatment of Vintage CW Guarantee Bond Claims (Taxable
Election) .................................................................................................................88 
ARTICLE XXXIV PROVISIONS FOR TREATMENT OF 2011 CW BOND
CLAIMS (CLASS 30) ...........................................................................................88 
34.1  Treatment of 2011 CW Bond Claims ....................................................................88 
34.2  Right of Election to 2011 CW Bond Claims (Taxable Election)...........................88 
ARTICLE XXXV PROVISIONS FOR TREATMENT OF RETAIL 2011 CW
BOND CLAIMS (CLASS 31) ...............................................................................88 
35.1  Treatment of Retail 2011 CW Bond Claims ..........................................................88 
35.2  Right of Election to Retail 2011 CW Bond Claims (Taxable
Election) .................................................................................................................89 

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ARTICLE XXXVI PROVISIONS FOR TREATMENT OF 2011 CW BOND

CLAIMS (ASSURED) (CLASS 32) .....................................................................89 
36.1  Treatment of 2011 CW Bond Claims (Assured)....................................................89 
ARTICLE XXXVII PROVISIONS FOR TREATMENT OF 2011 CW BOND
CLAIMS (TAXABLE ELECTION) (CLASS 33) ................................................89 
37.1  Treatment of 2011 CW Bond Claims (Taxable Election) .....................................89 
ARTICLE XXXVIII PROVISIONS FOR TREATMENT OF 2011 CW
GUARANTEE BOND CLAIMS (CLASS 34) .....................................................90 
38.1  Treatment of 2011 CW Guarantee Bond Claims ...................................................90 
38.2  Right of Election to 2011 CW Guarantee Bond Claims (Taxable
Election) .................................................................................................................90 
ARTICLE XXXIX PROVISIONS FOR TREATMENT OF 2011 CW GUARANTEE
BOND CLAIMS (TAXABLE ELECTION) (CLASS 35) ....................................90 
39.1  Treatment of 2011 CW Guarantee Bond Claims (Taxable Election) ....................90 
ARTICLE XL PROVISIONS FOR TREATMENT OF 2011 CW SERIES D/E/PIB
BOND CLAIMS (CLASS 36) ...............................................................................90 
40.1  Treatment of 2011 CW Series D/E/PIB Bond Claims ...........................................90 
40.2  Right of Election to 2011 CW Series D/E/PIB Bond Claims
(Taxable Election) ..................................................................................................91 
ARTICLE XLI PROVISIONS FOR TREATMENT OF 2011 CW SERIES D/E/PIB
BOND CLAIMS (ASSURED) (CLASS 37) ........................................................91 
41.1  Treatment of 2011 CW Series D/E/PIB Bond Claims (Assured) ..........................91 
ARTICLE XLII PROVISIONS FOR TREATMENT OF RETAIL 2011 CW SERIES
D/E/PIB BOND CLAIMS (CLASS 38) ................................................................91 
42.1  Treatment of Retail 2011 CW Series D/E/PIB Bond Claims ................................91 
42.2  Right of Election to Retail 2011 CW Series D/E/PIB Bond Claims
(Taxable Election) ..................................................................................................91 
ARTICLE XLIII PROVISIONS FOR TREATMENT OF 2011 CW SERIES D/E/PIB
BOND CLAIMS (TAXABLE ELECTION) (CLASS 39) ...................................92 
43.1  Treatment of 2011 CW Series D/E/PIB Bond Claims (Taxable
Election) .................................................................................................................92 
ARTICLE XLIV PROVISIONS FOR TREATMENT OF 2012 CW BOND CLAIMS
(CLASS 40) ...........................................................................................................92 

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44.1  Treatment of 2012 CW Bond Claims ....................................................................92 

44.2  Right of Election to 2012 CW Bond Claims (Taxable Election)...........................92 
ARTICLE XLV PROVISIONS FOR TREATMENT OF RETAIL 2012 CW BOND
CLAIMS (CLASS 41) ...........................................................................................93 
45.1  Treatment of Retail 2012 CW Bond Claims ..........................................................93 
45.2  Right of Election to Retail 2012 CW Bond Claims (Taxable
Election) .................................................................................................................93 
ARTICLE XLVI PROVISIONS FOR TREATMENT OF 2012 CW BOND
CLAIMS (ASSURED) (CLASS 42) .....................................................................93 
46.1  Treatment of 2012 CW Bond Claims (Assured)....................................................93 
ARTICLE XLVII PROVISIONS FOR TREATMENT OF 2012 CW BOND
CLAIMS (TAXABLE ELECTION) (CLASS 43) ................................................94 
47.1  Provisions for Treatment of 2012 CW Bond Claims (Taxable
Election) .................................................................................................................94 
ARTICLE XLVIII PROVISIONS FOR TREATMENT OF 2012 CW GUARANTEE
BOND CLAIMS (CLASS 44) ...............................................................................94 
48.1  Treatment of 2012 CW Guarantee Bond Claims ...................................................94 
48.2  Right of Election to 2012 CW Guarantee Bond Claims (Taxable
Election) .................................................................................................................94 
ARTICLE XLIX PROVISIONS FOR TREATMENT OF 2012 CW GUARANTEE
BOND CLAIMS (TAXABLE ELECTION) (CLASS 45) ....................................94 
49.1  Treatment of 2012 CW Guarantee Bond Claims (Taxable Election) ....................94 
ARTICLE L PROVISIONS FOR TREATMENT OF 2014 CW BOND CLAIMS
(CLASS 46) ...........................................................................................................95 
50.1  Treatment of 2014 CW Bond Claims ....................................................................95 
50.2  Right of Election to 2014 CW Bond Claims (Taxable Election)...........................95 
ARTICLE LI PROVISIONS FOR TREATMENT OF RETAIL 2014 CW BOND
CLAIMS (CLASS 47) ...........................................................................................95 
51.1  Treatment of Retail 2014 Bond Claims .................................................................95 
51.2  Right of Election to Retail 2014 CW Bond Claims (Taxable
Election) .................................................................................................................95 
ARTICLE LII PROVISIONS FOR TREATMENT OF 2014 CW BOND CLAIMS
(TAXABLE ELECTION) (CLASS 48).................................................................96 

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52.1  Provisions for Treatment of 2014 CW Bond Claims (Taxable

Election) .................................................................................................................96 
ARTICLE LIII PROVISIONS FOR TREATMENT OF 2014 CW GUARANTEE
BOND CLAIMS (CLASS 49) ...............................................................................96 
53.1  Treatment of 2014 CW Guarantee Bond Claims ...................................................96 
53.2  Right of Election to 2014 CW Guarantee Bond Claims (Taxable
Election) .................................................................................................................96 
ARTICLE LIV PROVISIONS FOR TREATMENT OF 2014 CW GUARANTEE
BOND CLAIMS (TAXABLE ELECTION) (CLASS 50) ....................................96 
54.1  Treatment of 2014 CW Guarantee Bond Claims (Taxable Election) ....................96 
ARTICLE LV PROVISIONS FOR TREATMENT OF ACTIVE AND RETIRED
EMPLOYEE RETIREMENT BENEFIT CLAIMS (CLASS 51A
THROUGH 51L) ...................................................................................................97 
55.1  Treatment of Retired ERS Participant Below-Threshold Claims
(Class 51A) ............................................................................................................97 
55.2  Treatment of Retired JRS Participant Below-Threshold Claims
(Class 51B).............................................................................................................97 
55.3  Treatment of Retired TRS Participant Below-Threshold Claims
(Class 51C).............................................................................................................97 
55.4  Treatment of Retired ERS Participant Above-Threshold Claims
(Class 51D) ............................................................................................................98 
55.5  Treatment of Retired JRS Participant Above-Threshold Claims
(Class 51E) .............................................................................................................98 
55.6  Treatment of Retired TRS Participant Above-Threshold Claims
(Class 51F) .............................................................................................................98 
55.7  Treatment of Active ERS Participant Claims (Class 51G) ....................................99 
55.8  Treatment of Active JRS Participant Claims (Class 51H) .....................................99 
55.9  Treatment of Active TRS Participant Claims (Class 51I) ...................................100 
55.10  Treatment of System 2000 Participant Claims (Class 51J) .................................101 
55.11  Treatment of VTP Payroll Participant Below-Threshold Claims
(Class 51K): .........................................................................................................102 
55.12  Treatment of VTP Payroll Participant Above-Threshold Claims
(Class 51L): ..........................................................................................................102 
ARTICLE LVI PROVISIONS FOR TREATMENT OF AFSCME CLAIMS
(CLASS 52) .........................................................................................................103 
56.1  Treatment of AFSCME Claims ...........................................................................103 
ARTICLE LVII PROVISIONS FOR TREATMENT OF DAIRY PRODUCER
CLAIMS (CLASS 53) .........................................................................................104 
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57.1  Treatment of Dairy Producer Claims ...................................................................104 

ARTICLE LVIII PROVISIONS FOR TREATMENT OF CW EMINENT
DOMAIN/INVERSE CONDEMNATION CLAIMS (CLASS 54) ....................104 
58.1  Treatment of Eminent/Inverse Condemnation Domain Claims...........................104 
ARTICLE LIX PROVISIONS FOR TREATMENT OF ENERGY INCENTIVE
CLAIMS (CLASS 55) .........................................................................................105 
59.1  Treatment of Energy Incentive Claims ................................................................105 
ARTICLE LX PROVISIONS FOR TREATMENT OF MED CENTER CLAIMS
(CLASS 56) .........................................................................................................105 
60.1  Treatment of Med Center Claims ........................................................................105 
60.2  Dismissal of Med Center Litigation.....................................................................106 
ARTICLE LXI PROVISIONS FOR TREATMENT OF TAX CREDIT CLAIMS
(CLASS 57) .........................................................................................................106 
61.1  Treatment of Tax Credit Claims ..........................................................................106 
ARTICLE LXII PROVISIONS FOR TREATMENT OF CW GENERAL
UNSECURED CLAIMS AND GDB/PET CLAIM (CLASSES 58
AND 58A)............................................................................................................106 
62.1  Treatment of CW General Unsecured Claims .....................................................106 
62.2  Limitation on Recovery .......................................................................................107 
62.3  GUC Reserve .......................................................................................................107 
62.4  Treatment of GDB/PET Claims ...........................................................................108 
ARTICLE LXIII PROVISIONS FOR TREATMENT OF CW/HTA CLAIMS
(CLASS 59) .........................................................................................................108 
63.1  Treatment of CW/HTA Claims ............................................................................108 
63.2  Distribution of the CW/HTA Clawback Recovery ..............................................108 
ARTICLE LXIV PROVISIONS FOR TREATMENT OF CW/CONVENTION
CENTER CLAIMS (CLASS 60) .........................................................................109 
64.1  Treatment of CW/Convention Center Claims......................................................109 
ARTICLE LXV PROVISIONS FOR TREATMENT OF CW/PRIFA RUM TAX
CLAIMS (CLASS 61) .........................................................................................109 
65.1  Treatment of CW/PRIFA Rum Tax Claims.........................................................109 
65.2  Distribution of the Beneficial Interests in the PRIFA Trust ................................110 

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ARTICLE LXVI PROVISIONS FOR TREATMENT OF CW/MBA CLAIMS

(CLASS 62) .........................................................................................................110 
66.1  Treatment of CW/MBA Claims ...........................................................................110 
ARTICLE LXVII PROVISIONS FOR TREATMENT OF CW APPROPRIATIONS
CLAIMS (CLASS 63) .........................................................................................110 
67.1  Treatment of CW Appropriations Claims ............................................................110 
ARTICLE LXVIII PROVISIONS FOR TREATMENT OF SECTION 510(b)
SUBORDINATED CLAIMS (CLASS 64) .........................................................110 
68.1  Treatment of Section 510(b) Subordinated Claims .............................................110 
ARTICLE LXIX PROVISIONS FOR TREATMENT OF ERS BOND CLAIMS
(CLASS 65) .........................................................................................................111 
69.1  Treatment of ERS Bond Claims ..........................................................................111 
69.2  ERS Private Equity Portfolio ...............................................................................111 
69.3  Dismissal of Litigation.........................................................................................112 
ARTICLE LXX PROVISIONS FOR TREATMENT OF ERS GENERAL
UNSECURED CLAIMS (CLASS 66) ................................................................112 
70.1  Treatment of ERS General Unsecured Claims ....................................................112 
70.2  Limitation on Recovery .......................................................................................113 
ARTICLE LXXI PROVISIONS FOR TREATMENT OF GRACIA GRACIA
CLAIMS (CLASS 67) .........................................................................................113 
71.1  Treatment of Gracia Gracia Claims .....................................................................113 
ARTICLE LXXII PROVISIONS FOR TREATMENT OF CONVENIENCE
CLAIMS (CLASS 68) .........................................................................................113 
72.1  Treatment of Convenience Claims.......................................................................113 
ARTICLE LXXIII PROVISIONS FOR TREATMENT OF FEDERAL CLAIMS
(CLASS 69) .........................................................................................................114 
73.1  Treatment of Federal Claims: ..............................................................................114 
ARTICLE LXXIV PROVISIONS REGARDING NEW GO BONDS, CVIS AND
ADDITIONAL INDEBTEDNESS ......................................................................114 
74.1  Issuance and Distribution of the New GO Bonds ................................................114 
74.2  Issuance and Distribution of the CVIs .................................................................118 
74.3  Tax-Exempt Treatment of the New GO Bonds ...................................................119 
74.4  Comprehensive Cap on All Net Tax-Supported Debt .........................................120 
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74.5  Adoption and Maintenance of a Debt Management Policy .................................121 

ARTICLE LXXV PROVISIONS REGARDING ASSURED INSURED BONDS,
NATIONAL INSURED BONDS, SYNCORA INSURED BONDS,
AMBAC INSURED BONDS AND FGIC INSURED BONDS .........................122 
75.1  Treatment of Assured Insured Bond Claims ........................................................122 
75.2  Treatment of National Insured Bond Claims .......................................................125 
75.3  Treatment of Syncora Insured Bond Claims ........................................................127 
75.4  Treatment of FGIC Insured Bond Claims ............................................................129 
(a)  FGIC Insured Bond Claims Treatment: ...............................................................129 
75.5  Treatment of Ambac Insured Bond Claims .........................................................131 
ARTICLE LXXVI TREATMENT OF EXECUTORY CONTRACTS AND
UNEXPIRED LEASES .......................................................................................134 
76.1  Rejection or Assumption of Remaining Executory Contracts and
Unexpired Leases .................................................................................................134 
76.2  Approval of Rejection or Assumption of Executory Contracts and
Unexpired Leases .................................................................................................134 
76.3  Inclusiveness ........................................................................................................134 
76.4  Cure of Defaults ...................................................................................................135 
76.5  Insurance Policies ................................................................................................135 
76.6  Rejection Damage Claims....................................................................................135 
76.7  Indemnification and Reimbursement Obligations ...............................................135 
76.8  Nonoccurrence of Effective Date.........................................................................136 
76.9  Reservation of Rights...........................................................................................136 
76.10  Collective Bargaining Agreements ......................................................................136 
ARTICLE LXXVII PROVISIONS GOVERNING DISTRIBUTIONS .....................................136 
77.1  Time and Manner of Distribution ........................................................................136 
77.2  Timeliness of Payments .......................................................................................137 
77.3  Distributions by the Disbursing Agent ................................................................137 
77.4  Manner of Payment under the Plan ......................................................................138 
77.5  Delivery of Distributions .....................................................................................138 
77.6  Cancellation of Notes, Instruments, Certificates, and Other
Documents ...........................................................................................................138 
77.7  Undeliverable/Reserved Distributions .................................................................139 
77.8  Withholding and Reporting Requirements ..........................................................140 
77.9  Time Bar to Cash Payments .................................................................................140 
77.10  Distributions After Effective Date .......................................................................140 
77.11  Setoffs ..................................................................................................................140 
77.12  Allocation of Plan Distributions Between Principal and Interest ........................141 
77.13  Payment of Trustee Fees and Expenses ...............................................................141 
77.14  Beneficial Owner .................................................................................................141 
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77.15  Value of Distributions ..........................................................................................142 

ARTICLE LXXVIII AVOIDANCE ACTIONS TRUST ............................................................142 
78.1  Execution of Avoidance Actions Trust Agreement .............................................142 
78.2  Purpose of the Avoidance Actions Trust .............................................................142 
78.3  Avoidance Actions Trust Assets ..........................................................................142 
78.4  Administration of the Avoidance Actions Trust ..................................................143 
78.5  The Avoidance Actions Trustee...........................................................................143 
78.6  Role of the Avoidance Actions Trustee ...............................................................143 
78.7  Avoidance Actions Trustee’s Tax Power for Debtors .........................................143 
78.8  Transferability of Avoidance Actions Trust Interests ..........................................143 
78.9  Cash......................................................................................................................143 
78.10  Distribution of Avoidance Actions Trust Assets .................................................144 
78.11  Funding, Costs and Expenses of the Avoidance Actions Trust ...........................144 
78.12  Compensation of the Avoidance Actions Trustee ...............................................144 
78.13  Retention of Professionals/Employees by the Avoidance Actions
Trustee..................................................................................................................144 
78.14  Federal Income Tax Treatment of the Avoidance Actions Trust ........................144 
78.15  Indemnification of Avoidance Actions Trustee and Members of
Avoidance Actions Trust Bond ............................................................................147 
ARTICLE LXXIX PROSECUTION AND EXTINGUISHMENT OF CLAIMS
HELD BY THE DEBTORS ................................................................................148 
79.1  Prosecution of Claims ..........................................................................................148 
ARTICLE LXXX ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF
REJECTION BY ONE OR MORE CLASSES OF CLAIMS .............................148 
80.1  Impaired Classes to Vote .....................................................................................148 
80.2  Acceptance by Class of Creditors ........................................................................148 
80.3  Cramdown ............................................................................................................148 
ARTICLE LXXXI RIGHTS AND POWERS OF DISBURSING AGENT ...............................149 
81.1  Exculpation ..........................................................................................................149 
81.2  Powers of the Disbursing Agent ..........................................................................149 
81.3  Fees and Expenses Incurred From and After the Effective Date .........................149 
ARTICLE LXXXII PROCEDURES FOR TREATMENT OF DISPUTED CLAIMS
AND CLAIMS SUBJECT TO ACR PROCEDURES ........................................149 
82.1  Objections to Claims; Prosecution of Disputed Claims .......................................149 
82.2  Estimation of Claims............................................................................................150 
82.3  Payments and Distributions on Disputed Claims.................................................151 
82.4  Authority to Amend Lists of Creditors ................................................................151 

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82.5  Non-Accrual of Interest .......................................................................................152 

82.6  Disallowance of Claims .......................................................................................152 
82.7  Claims Subject to ACR Procedures .....................................................................152 
82.8  National Action Claims........................................................................................152 
ARTICLE LXXXIII GOVERNANCE AND PROVISIONS REGARDING
PENSION RESERVE AND PENSION SYSTEM..............................................153 
83.1  Formation and Responsibilities of the Pension Reserve ......................................153 
83.2  Funding of the Pension Reserve Trust .................................................................153 
83.3  Non-Impairment Covenant ..................................................................................154 
83.4  Maintenance of Pension .......................................................................................154 
ARTICLE LXXXIV IDENTIFICATION OF CLAIMS IMPAIRED BY THE PLAN
AND NOT IMPAIRED BY THE PLAN.............................................................155 
84.1  Impaired Classes ..................................................................................................155 
84.2  Unimpaired Classes .............................................................................................155 
ARTICLE LXXXV CONDITIONS PRECEDENT TO CONFIRMATION OF THE
PLAN ...................................................................................................................155 
85.1  Conditions Precedent to Confirmation of the Plan ..............................................155 
85.2  Waiver of Conditions Precedent to Confirmation ...............................................156 
ARTICLE LXXXVI CONDITIONS PRECEDENT TO THE EFFECTIVE DATE ..................157 
86.1  Conditions Precedent to the Effective Date .........................................................157 
86.2  Waiver of Conditions Precedent ..........................................................................160 
86.3  Effect of Non-Occurrence of Conditions to Effective Date.................................161 
ARTICLE LXXXVII MODIFICATION, REVOCATION, OR WITHDRAWAL OF
THE PLAN ..........................................................................................................161 
87.1  Modification of Plan ............................................................................................161 
87.2  Revocation or Withdrawal ...................................................................................161 
87.3  Amendment of Plan Documents ..........................................................................161 
87.4  No Admission of Liability ...................................................................................161 
ARTICLE LXXXVIII CORPORATE GOVERNANCE AND MANAGEMENT OF
REORGANIZED DEBTORS ..............................................................................162 
88.1  Corporate Action ..................................................................................................162 
88.2  Dissolution of ERS ..............................................................................................163 
88.3  Officers of Reorganized Debtors .........................................................................163 
88.4  PBA and CCDA Governance Structure ...............................................................163 

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Table of Contents
(Cont’d)

Page

ARTICLE LXXXIX PROVISIONS REGARDING OVERSIGHT BOARD AND

COMPLIANCE WITH PROMESA ....................................................................163 
89.1  Effect of Confirmation .........................................................................................163 
89.2  Ongoing Role of the Oversight Board .................................................................163 
89.3  Preemption of Laws .............................................................................................163 
ARTICLE XC PROVISIONS REGARDING COMMITTEES ..................................................164 
90.1  Dissolution of Committees ..................................................................................164 
ARTICLE XCI RETENTION OF JURISDICTION ...................................................................164 
91.1  Retention of Jurisdiction ......................................................................................164 
ARTICLE XCII MISCELLANEOUS PROVISIONS.................................................................166 
92.1  Title to Assets ......................................................................................................166 
92.2  Discharge and Release of Claims and Causes of Action .....................................167 
92.3  Injunction on Claims ............................................................................................170 
92.4  Integral to Plan .....................................................................................................170 
92.5  Releases by the Debtors and Reorganized Debtors .............................................170 
92.6  Injunction Related to Releases .............................................................................170 
92.7  Exculpation ..........................................................................................................171 
92.8  Appointments Related Litigation/Uniformity Litigation .....................................173 
92.9  Bar Order .............................................................................................................174 
92.10  No Waiver ............................................................................................................174 
92.11  Supplemental Injunction ......................................................................................174 
92.12  Post-Effective Date Fees and Expenses ...............................................................175 
92.13  Securities Act Exemption ....................................................................................175 
92.14  Severability ..........................................................................................................176 
92.15  Governing Law ....................................................................................................176 
92.16  Closing Case ........................................................................................................176 
92.17  Section Headings .................................................................................................176 
92.18  Inconsistencies .....................................................................................................176 
92.19  Document Retention ............................................................................................176 
92.20  Immediate Binding Effect ....................................................................................176 
92.21  Additional Documents .........................................................................................177 
92.22  Reservation of Rights...........................................................................................177 
92.23  Successors and Assigns........................................................................................177 
92.24  Notices .................................................................................................................177 
92.25  Term of Injunctions or Stays................................................................................180 
92.26  Entire Agreement .................................................................................................180 
92.27  Plan Supplement ..................................................................................................180 

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The Financial Oversight and Management Board for Puerto Rico, as Title III representative
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 pursuant to
Section 315(b) of the Puerto Rico Oversight, Management and Economic Stability Act, hereby
proposes the following joint plan of adjustment.

ARTICLE I

DEFINITIONS

As used in the 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 2011 CW Bond Claim: A Claim against the Commonwealth on account of 2011
CW Bonds, other than a 2011 CW Bond Claim (Assured) or a Retail 2011 CW Bond Claim.

1.2 2011 CW Bond Claim (Assured): A Claim against the Commonwealth on

account of 2011 CW Bonds, the payment of principal and interest of which has been insured by
Assured, including pursuant to a secondary market insurance policy.

1.3 2011 CW Bond Claim (Taxable Election): A 2011 CW Bond Claim or Retail
2011 CW Bond Claim, the holder of which is a Puerto Rico Investor and has affirmatively elected
to receive a Taxable Bond Distribution; provided, however, that, in the event that Taxable Bond
Distributions are elected by Puerto Rico Investors holding CW Bond Claims and CW Guarantee
Bond Claims in excess of the Maximum Taxable Bond Election Amount, such 2011 CW Bond
Claim shall be a 2011 CW Bond Claim (Taxable Election) up to such 2011 CW Bond Claim’s
ratable share of the Maximum Taxable Bond Election Amount and the remainder thereof shall be a
2011 CW Bond Claim.

1.4 2011 CW Bond Recovery: The aggregate recovery by holders of Allowed 2011
CW Bond Claims, Allowed 2011 CW Bond Claims (Assured), and Allowed Retail 2011 CW Bond
Claims on account of any such Claims, consisting of (a) One Hundred Forty-Eight Million Eight
Hundred Thirty-Three Thousand Seven Hundred Thirty Dollars and Ninety-Five Cents
($148,833,730.95) in Cash, (b) One Hundred Seventy-Nine Million One Hundred Ninety-Three
Thousand Four Hundred Twenty-Five Dollars ($179,193,425.00) in original principal amount of
New GO CIBs, (c) Eleven Million Eight Hundred Sixty-Four Thousand Five Hundred Ten Dollars
and Ninety-Five Cents ($11,864,510.95) in original principal amount of New GO 5.375% CABs,
(d) Seven Million Seven Hundred Twenty-Eight Thousand Three Hundred Sixty Dollars and
Thirty-Five Cents ($7,728,360.35) in original principal amount of New GO 5.0% CABs, and (e)
two and four hundred seventy-nine one thousandths percent (2.479%) of the GO CVIs.

1.5 2011 CW Bonds: Collectively, (a) the Public Improvement Refunding Bonds,
Series 2011 C, issued by the Commonwealth in the original principal amount of Four Hundred
Forty-Two Million Fifteen Thousand Dollars ($442,015,000.00), and (b) Notas de Ahorro issued
in 2011 in the aggregate outstanding principal amount of Fifty-Three Thousand Eight Hundred
Dollars ($53,800.00).

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1.6 2011 CW Guarantee Bond Claim: A Claim against the Commonwealth on

account of the Commonwealth’s full faith, credit and taxing power guarantee, as authorized by
action, legislation, or resolution of the Commonwealth Legislature, of (a) an affiliate, agency, or
instrumentality indebtedness, which guarantee was executed, delivered or enacted pursuant to
legislation or resolution during the period from January 1, 2011 up to and including December 31,
2011, and (b) the 2011 PBA Bonds; provided, however, that, solely for purposes of distribution in
accordance with, but not voting with respect to, the Plan, the amount of a holder’s 2011 CW
Guarantee Bond Claim with respect to the Commonwealth’s guarantee of such 2011 PBA Bond
Claim shall be calculated as the amount of such holder’s 2011 PBA Bond Claim minus the amount
of such holder’s 2011 PBA Bond Recovery.

1.7 2011 CW Guarantee Bond Claim (Taxable Election): A 2011 CW Guarantee

Bond Claim, the holder of which is a Puerto Rico Investor and has affirmatively elected to receive
a Taxable Bond Distribution; provided, however, that, in the event that Taxable Bond Distributions
are elected by Puerto Rico Investors holding CW Bond Claims and CW Guarantee Bond Claims
in excess of the Maximum Taxable Bond Election Amount, such 2011 CW Guarantee Bond Claim
shall be a 2011 CW Guarantee Bond Claim (Taxable Election) up to such 2011 CW Guarantee
Bond Claim’s ratable share of the Maximum Taxable Bond Election Amount and the remainder
thereof shall be a 2011 CW Guarantee Bond Claim.

1.8 2011 CW Guarantee Bond Recovery: The aggregate recovery by holders of

Allowed 2011 CW Guarantee Bond Claims, consisting of (a) Three Hundred Twenty-Three
Million Five Hundred Twenty-Three Thousand Nine Hundred Two Dollars and Fifty Cents
($323,523,902.50) in Cash, (b) Three Hundred Eighty-Nine Million Five Hundred Seventeen
Thousand Five Hundred Ninety-Two Dollars ($389,517,592.00) in original principal amount of
New GO CIBs, (c) Twenty-Five Million Seven Hundred Ninety Thousand Two Hundred Eight
Dollars and Forty-Six Cents ($25,790,208.46) in original principal amount of New GO 5.375%
CABs, (d) Sixteen Million Seven Hundred Ninety-Nine Thousand Three Hundred Forty-Six
Dollars and Seventy-Seven Cents ($16,799,346.77) in original principal amount of New GO 5.0%
CABs, and (e) seven and five hundred fifty-two one thousandths percent (7.552%) of the GO
CVIs.

1.9 2011 CW Guarantee Taxable Bond Distribution: The distribution to be made

to each holder of an Allowed 2011 CW Guarantee Bond Claim (Taxable Election) in accordance
with the terms and provisions of Section 39.1 hereof.

1.10 2011 CW Series D/E/PIB Bond Claim: A Claim against the Commonwealth on
account of 2011 CW Series D/E/PIB Bonds, other than a 2011 CW Series D/E/PIB Bond Claim
(Assured) or a Retail 2011 CW Series D/E/PIB Bond Claim.

1.11 2011 CW Series D/E/PIB Bond Claim (Assured): A Claim against the
Commonwealth on account of 2011 CW Series D/E/PIB Bonds, the payment of principal and
interest of which has been insured by Assured, including pursuant to a secondary market policy.

1.12 2011 CW Series D/E/PIB Bond Claim (Taxable Election): A 2011 CW Series
D/E/PIB Bond Claim or Retail 2011 CW Series D/E/PIB Bond Claim, the holder of which is a

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Puerto Rico Investor and has affirmatively elected to receive a Taxable Bond Distribution;
provided, however, that, in the event that Taxable Bond Distributions are elected by Puerto Rico
Investors holding CW Bond Claims and CW Guarantee Bond Claims in excess of the Maximum
Taxable Bond Election Amount, such 2011 CW Series D/E/PIB Bond Claim shall be a 2011 CW
Series D/E/PIB Bond Claim (Taxable Election) up to such 2011 CW Series D/E/PIB Bond Claim’s
ratable share of the Maximum Taxable Bond Election Amount and the remainder thereof shall be a
2011 Series D/E/PIB CW Bond Claim.

1.13 2011 CW Series D/E/PIB Bond Recovery: The aggregate recovery by holders
of Allowed 2011 CW Series D/E/PIB Bond Claims, Allowed 2011 CW Series D/E/PIB Bond
Claims (Assured) and Allowed Retail 2011 CW Series D/E/PIB Bond Claims on account of such
Claims, consisting of (a) Two Hundred Eleven Million Three Hundred Fifty-Five Thousand
Thirty-Five Dollars and Seventy-Four Cents ($211,355,035.74) in Cash, (b) Two Hundred Fifty-
Four Million Four Hundred Sixty-Eight Thousand Seventy-Four Dollars ($254,468,074.00) in
original principal amount of New GO CIBs, (c) Sixteen Million Eight Hundred Forty-Eight
Thousand Four Hundred Ninety-Three Dollars and Eighty-Four Cents ($16,848,493.84) in original
principal amount of New GO 5.375% CABs, (d) Ten Million Nine Hundred Seventy-Four
Thousand Eight Hundred Fifty Dollars and Thirty Cents ($10,974,850.30) in original principal
amount of New GO 5.0% CABs, and (e) three and five hundred fourteen one thousandths percent
(3.514%) of the GO CVIs.

1.14 2011 CW Series D/E/PIB Bonds: Collectively, (a) the Public Improvement
Bonds of 2011, issued by the Commonwealth in the original principal amount of Three Hundred
Four Million Dollars ($304,000,000.00), (b) the Public Improvement Refunding Bonds, Series
2011D, issued by the Commonwealth in the original principal amount of Fifty-Two Million One
Hundred Ninety Thousand Dollars ($52,190,000.00), and (c) the Public Improvement Refunding
Bonds, Series 2011E, issued by the Commonwealth in the original principal amount of Two
Hundred Forty-Five Million Nine Hundred Fifteen Thousand Dollars ($245,915,000.00).

1.15 2011 CW Series D/E/PIB Taxable Bond Distribution: The distribution to be

made to each holder of an Allowed 2011 CW Series D/E/PIB Bond Claim (Taxable Election) in
accordance with the terms and provisions of Section 43.1 hereof.

1.16 2011 CW Taxable Bond Distribution: The distribution to be made to each

holder of an Allowed 2011 CW Bond Claim (Taxable Election) in accordance with the terms and
provisions of Section 37.1 hereof.

1.17 2011 PBA Bond Claim: A Claim against PBA on account of the 2011 PBA
Bonds, other than a Retail 2011 PBA Bond Claim.

1.18 2011 PBA Bond Recovery: The aggregate recovery by holders of Allowed 2011
PBA Bond Claims and Allowed Retail 2011 PBA Bond Claims totaling Three Hundred Six
Million Seven Hundred Sixty-Eight Thousand Nine Hundred Eleven Dollars and Seventy-Two
Cents ($306,768,911.72) in Cash.

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1.19 2011 PBA Bonds: Collectively, (a) the Government Facilities Revenue Bonds,
Series R, (Qualified School Construction Bonds), issued by PBA in the original principal amount
of Seven Hundred Fifty-Six Million Four Hundred Forty-Nine Thousand Dollars
($756,449,000.00), (b) the Government Facilities Revenue Bonds, Series S, issued by PBA in the
original principal amount of Three Hundred Three Million Nine Hundred Forty-Five Thousand
Dollars ($303,945,000.00), and (c) the Government Facilities Revenue Bonds, Series T (Qualified
Zone Academy Bonds), issued by PBA in the original principal amount of One Hundred Twenty-
One Million Five Hundred Twenty-Eight Thousand Dollars ($121,528,000.00), the repayment of
which is guaranteed by the Commonwealth.

1.20 2012 CW Bond Claim: A Claim against the Commonwealth on account of 2012
CW Bonds, other than a 2012 CW Bond Claim (Assured) or a Retail 2012 CW Bond Claim.

1.21 2012 CW Bond Claim (Assured): A Claim against the Commonwealth on

account of 2012 CW Bonds, the payment of principal and interest of which has been insured by
Assured, including pursuant to a secondary market insurance policy.

1.22 2012 CW Bond Claim (Taxable Election): A 2012 CW Bond Claim and Retail
2012 CW Bond Claim, the holder of which is a Puerto Rico Investor and has affirmatively elected
to receive a Taxable Bond Distribution; provided, however, that, in the event that Taxable Bond
Distributions are elected by Puerto Rico Investors holding CW Bond Claims and CW Guarantee
Bond Claims in excess of the Maximum Taxable Bond Election Amount, such 2012 CW Bond
Claim shall be a 2012 CW Bond Claim (Taxable Election) up to such 2012 CW Bond Claim’s
ratable share of the Maximum Taxable Bond Election Amount and the remainder thereof shall be a
2012 CW Bond Claim.

1.23 2012 CW Bond Recovery: The aggregate recovery by holders of Allowed 2012
CW Bond Claims, Allowed 2012 CW Bond Claims (Assured), and Allowed Retail 2012 CW Bond
Claims on account of any such Claims, consisting of (a) Nine Hundred Nine Million Nine Hundred
Twelve Thousand Six Hundred Seventy-Nine Dollars and Seventy-Three Cents ($909,912,679.73)
in Cash, (b) One Billion Ninety-Five Million Five Hundred Twenty Thousand Two Hundred
Seventy-Seven Dollars ($1,095,520,277.00) in original principal amount of New GO CIBs, (c)
Seventy-Two Million Five Hundred Thirty-Five Thousand Ninety-Six Dollars and Ninety-Six
Cents ($72,535,096.96) in original principal amount of New GO 5.375% CABs, (d) Forty-Seven
Million Two Hundred Forty-Eight Thousand Two Hundred Fifty-One Dollars ($47,248,251.00) in
original principal amount of New GO 5.0% CABs, and (e) fifteen and one hundred fifty-seven one
thousandths percent (15.157%) of the GO CVIs.

1.24 2012 CW Bonds: Collectively, (a) the Public Improvement Refunding Bonds,
Series 2012 A, issued by the Commonwealth in the original principal amount of Two Billion Three
Hundred Eighteen Million One Hundred Ninety Thousand Dollars ($2,318,190,000.00), (b) the
Public Improvement Refunding Bonds, Series 2012 B, issued by the Commonwealth in the
original principal amount of Four Hundred Fifteen Million Two Hundred Seventy Thousand
Dollars ($415,270,000.00), (c) the GSA Helicopter Loan, (d) Hacienda loans (Loan ID Nos.
200017-215-001-003-47, 200017-215-001-003-48, 200017-215-001-003-53 and 200017-215-001-
003-56), which, as of the Commonwealth Petition Date, were in the aggregate outstanding

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principal amount of One Hundred Sixty-Nine Million Four Hundred Thirty-Eight Thousand
Thirty-Seven Dollars and Seventy-Six Cents ($169,438,037.76) and (e) Notas de Ahorro issued in
2012 in the outstanding principal amount of Two Million Five Hundred Thirty-Three Thousand
Fifty Dollars ($2,533,050.00).

1.25 2012 CW Guarantee Bond Claim: A Claim against the Commonwealth on

account of the Commonwealth’s full faith, credit and taxing power guarantee, as authorized by
action, legislation or resolution of the Commonwealth Legislature, of (a) an affiliate, agency or
instrumentality indebtedness, which guarantee was executed, delivered or enacted pursuant to
legislation or resolution during the period from January 1, 2012 up to and including December 31,
2013, and (b) the 2012 PBA Bonds; provided, however, that, solely for purposes of distribution
under, but not voting with respect to, the Plan, the amount of a holder’s 2012 CW Guarantee Bond
Claim in respect of the Commonwealth’s guarantee of such 2012 PBA Bonds shall be measured as
the amount of such holder’s 2012 PBA Bond Claim minus the amount of such holder’s PBA Bond
Distribution on account of 2012 PBA Bonds.

1.26 2012 CW Guarantee Bond Claim (Taxable Election): A 2012 CW Guarantee

Bond Claim, the holder of which is a Puerto Rico Investor and has affirmatively elected to receive
a Taxable Bond Distribution; provided, however, that, in the event that Taxable Bond Distributions
are elected by Puerto Rico Investors holding CW Bond Claims and CW Guarantee Bond Claims in
excess of the Maximum Taxable Bond Election Amount, such 2012 CW Guarantee Bond Claim
shall be a 2012 CW Guarantee Bond Claim (Taxable Election) up to such 2012 CW Guarantee
Bond Claim’s ratable share of the Maximum Taxable Bond Election Amount and the remainder
thereof shall be a 2012 CW Guarantee Bond Claim.

1.27 2012 CW Guarantee Bond Recovery: The aggregate recovery by holders of

Allowed 2012 CW Guarantee Bond Claims, consisting of (a) One Hundred Forty-Nine Million
Seven Hundred Thousand Twenty-Seven Dollars and Twenty-Four Cents ($149,700,027.24) in
Cash, (b) One Hundred Eighty Million Two Hundred Thirty-Six Thousand Four Hundred Thirty-
Four Dollars ($180,236,434.00) in original principal amount of New GO CIBs, (c) Eleven Million
Nine Hundred Thirty-Three Thousand Five Hundred Sixty-Nine Dollars and Fifty-Four Cents
($11,933,569.54) in original principal amount of New GO 5.375% CABs, (d) Seven Million Seven
Hundred Seventy-Three Thousand Three Hundred Forty-Four Dollars and Thirty Cents
($7,773,344.30) in original principal amount of New GO 5.0% CABs, and (e) three and five
hundred ninety-four one thousandths percent (3.594%) of the GO CVIs.

1.28 2012 CW Guarantee Taxable Bond Distribution: The distribution to be made

to each holder of an Allowed 2012 CW Guarantee Bond Claim (Taxable Election) in accordance
with the terms and provisions of Section 49.1 hereof.

1.29 2012 CW Taxable Bond Distribution: The distribution to be made to each

holder of an Allowed 2012 CW Bond Claim (Taxable Election) in accordance with the terms and
provisions of Section 47.1 hereof.

1.30 2012 PBA Bond Claim: A Claim against PBA on account of 2012 PBA Bonds,
other than a Retail 2012 PBA Bond Claim.

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1.31 2012 PBA Bond Recovery: The aggregate recovery by holders of Allowed 2012
PBA Bond Claims, and Allowed Retail 2012 PBA Bond Claims on account of such Claims, One
Hundred Fifty-Four Million Eight Hundred Ninety-Nine Thousand Nine Hundred Two Dollars and
Twenty-Three Cents ($154,899,902.23) in Cash.

1.32 2012 PBA Bonds: Collectively, the Government Facilities Revenue Refunding
Bonds, Series U, issued by PBA in the original principal amount of Five Hundred Eighty-Two
Million Three Hundred Forty-Five Thousand Dollars ($582,345,000.00).

1.33 2014 CW Bond Claim: A Claim against the Commonwealth on account of the
2014 CW Bonds, other than a Retail 2014 CW Bond Claim.

1.34 2014 CW Bond Claim (Taxable Election): A 2014 CW Bond Claim and Retail
2014 CW Bond Claim, the holder of which is a Puerto Rico Investor and has affirmatively elected
to receive a Taxable Bond Distribution; provided, however, that, in the event that Taxable Bond
Distributions are elected by Puerto Rico Investors holding CW Bond Claims and CW Guarantee
Bond Claims in excess of the Maximum Taxable Bond Election Amount, such 2014 CW Bond
Claim shall be a 2014 CW Bond Claim (Taxable Election) up to such 2014 CW Bond Claim’s
ratable share of the Maximum Taxable Bond Election Amount and the remainder thereof shall be a
2014 CW Bond Claim.

1.35 2014 CW Bond Recovery: The aggregate recovery by holders of Allowed 2014
CW Bond Claims, Allowed 2014 CW Guarantee Bond Claims and Allowed Retail 2014 CW Bond
Claims on account of any such Claims, consisting of (a) One Billion Two Hundred Thirteen
Million Four Hundred Seventy-Eight Thousand Eight Hundred Seventy-Seven Dollars and Thirty-
Five Cents ($1,213,478,877.35) in Cash, (b) One Billion Four Hundred Sixty-One Million Nine
Thousand One Hundred Twelve Dollars ($1,461,009,112.00) in original principal amount of New
GO CIBs, (c) Ninety-Six Million Seven Hundred Thirty-Four Thousand Three Hundred Forty-Six
Dollars ($96,734,346.00) in original principal amount of New GO 5.375% CABs, (d) Sixty-Three
Million Eleven Thousand Two Hundred Seventy Dollars and Ninety-One Cents ($63,011,270.91)
in original principal amount of New GO 5.0% CABs, and (e) twenty and two hundred sixty-six
one thousandths percent (20.266%) of the GO CVIs.

1.36 2014 CW Bonds: Collectively, the General Obligation Bonds of 2014, Series A,
issued by the Commonwealth in the original principal amount of Three Billion Five Hundred
Million Dollars ($3,500,000,000.00).

1.37 2014 CW Guarantee Bond Claim: A Claim against the Commonwealth on

account of the Commonwealth’s full faith, credit and taxing power guarantee, as authorized by
action, legislation or resolution of the Commonwealth Legislature, of (a) an affiliate, agency or
instrumentality, which guarantee was executed, delivered or enacted during the period from
January 1, 2014 up to, but not including, the Commonwealth Petition Date, (b) the Ports bond,
which, as of the Commonwealth Petition Date, was in the outstanding principal amount of Two
Hundred Twenty-Five Million Five Hundred Thirty-Three Thousand Seven Hundred Dollars and
Forty-Five Cents ($225,533,700.45), and (c) PRIFA BANs, Series 2015, which, as of the

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Commonwealth Petition Date, were in the outstanding principal amount of Seventy-Eight Million
One Hundred Forty-Five Thousand Dollars ($78,145,000.00).

1.38 2014 CW Guarantee Bond Claim (Taxable Election): A 2014 CW Guarantee

Bond Claim, the holder of which is a Puerto Rico Investor and has affirmatively elected to receive
a Taxable Bond Distribution; provided, however, that, in the event that Taxable Bond Distributions
are elected by Puerto Rico Investors holding CW Bond Claims and CW Guarantee Bond Claims in
excess of the Maximum Taxable Bond Election Amount, such 2014 CW Guarantee Bond Claim
shall be a 2014 CW Guarantee Bond Claim (Taxable Election) up to such 2014 CW Guarantee
Bond Claim’s ratable share of the Maximum Taxable Bond Election Amount and the remainder
thereof shall be a 2014 CW Guarantee Bond Claim.

1.39 2014 CW Guarantee Taxable Bond Distribution: The distribution to be made

to each holder of an Allowed 2014 CW Guarantee Bond Claim (Taxable Election) in accordance
with the terms and provisions of Section 54.1 hereof.

1.40 2014 CW Taxable Bond Distribution: The distribution to be made to each

holder of an Allowed 2014 CW Bond Claim (Taxable Election) in accordance with the terms and
provisions of Section 52.1 hereof.

1.41 5.5% SUT: The present and future revenues and collections generated by the
portion of the Sales Tax that corresponds to a tax rate of five and one-half percent (5.5%).

1.42 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.

1.43 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].

1.44 Act 106: Act 106 of 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 3-2013, as
amended, and Act 160-2013, as amended.

1.45 Act 106 Board: The board created in accordance with Act 106.

1.46 Active and Retired Employee Benefit Claim: A Retired ERS Participant
Below-Threshold Claim, a Retired JRS Participant Below-Threshold Claim, a Retired TRS
Participant Below-Threshold Claim, a Retired ERS Participant Above-Threshold Claim, a Retired
JRS Participant Above-Threshold Claim, a Retired TRS Participant Above-Threshold Claim, an
Active ERS Participant Claim, an Active JRS Participant Claim, an Active TRS Participant Claim,
a System 2000 Participant Claim, a VTP Payroll Participant Below-Threshold Claim, and a VTP
Payroll Participant Above-Threshold Claim.

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1.47 Active ERS Participant Claim: An ERS Participant Claim held by an Active
Participant, expressly excluding, however, any Participant benefitting from the provisions of either
Act 70-2010 or Act 211-2015.

1.48 Active JRS Participant Claim: A JRS Participant Claim held by an Active
Participant.

1.49 Active Participant: A Participant that is not a Retiree.

1.50 Active TRS Participant Claim: A TRS Participant Claim held by an Active
Participant.

1.51 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 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 Effective Date, after which date, any Administrative Expense Claim, proof of which
has not been filed, shall be deemed forever barred, and the Debtors and Reorganized Debtors 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 any of the Debtors during the period from and after
the Commonwealth Petition Date, the ERS Petition Date or the PBA Petition Date, as applicable,
or (e) is the subject of a pending motion seeking allowance of an administrative expense pursuant
to Bankruptcy Code section 503(b) as of the entry of the Confirmation Order.

1.52 Administrative Expense Claim: A Claim against the Debtors or their Assets
constituting a cost or expense of administration of the Title III Cases 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 Effective Date,
and otherwise complying with applicable Puerto Rico law, including, without limitation, subject to
the occurrence of the Effective Date, and except as provided in Section 3.5 hereof, Consummation
Costs and PSA Restriction Fees; provided, however, that, under no circumstances shall an
Administrative Expense Claim include the PBA Administrative Expense Claim.

1.53 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].

1.54 ADR Procedures: The alternative dispute resolution procedures authorized

pursuant to the ADR Order.

1.55 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.

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

Environmental Control Facilities Financing Authority.

1.57 AFSCME: American Federation of State, County and Municipal Employees, for
itself and on behalf of its two local chapters, SPU, AFSCME Council 95 and Capitulo de Retirados
de SPU and their fourteen affiliated local unions in Puerto Rico.

1.58 AFSCME CBAs: Those certain collective bargaining agreements between

AFSCME and the Commonwealth, and listed on Exhibit “G” hereto.

1.59 AFSCME Claims: A Claim arising from or related to the AFSCME CBAs.

1.60 AFSCME Plan Support Agreement: That certain Plan Support Agreement,
dated as of June 7, 2019, by and among the Oversight Board, the Commonwealth and AFSCME,
as may be amended from time to time.

1.61 AFSCME Term Sheet: The term sheet annexed as Exhibit “A” to the AFSCME
Plan Support Agreement.

1.62 Allowed: With respect to any Claim, 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 Debtors 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 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 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 Commonwealth
Petition Date and any Claim that the Debtors 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 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 Plan, “Allowed” shall not include interest, penalties, or late charges arising
from or relating to the period from and after the Petition Date, and (z) “Allowed” shall not include
any Claim subject to disallowance in accordance with section 502(d) of the Bankruptcy Code.

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

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

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1.65 Ambac Acceleration Price: A price equal to the outstanding principal amount of
an Ambac Insured Bond plus accrued and unpaid interest thereon, or, in the case of any capital
appreciation bonds, the compounded amount thereof.

1.66 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.

1.67 Ambac Certificates: The certificate(s) or receipt(s) to be issued by Ambac to

beneficial holders of GO Bonds which are deposited into the Ambac Trust.

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

following selected at Ambac’s sole discretion no later than twenty-one (21) days prior to the Ballot
Date: (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
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.

1.69 Ambac Commutation Treatment: The treatment set forth in Section 75.5(a)
hereof.

1.70 Ambac CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising
from the HTA Bonds insured by Ambac.

1.71 Ambac Escrow Account: A single escrow account that may be formed, on or
prior to the Effective Date, by the Commonwealth or PBA, as the case may be, for the benefit of
the beneficial holders of Ambac Insured Bonds whose Ambac Plan Consideration is deposited
therein, the terms of which shall be set forth in the Plan Supplement.

1.72 Ambac Insured Bond Claims: Collectively, the Claims against the
Commonwealth or PBA, as applicable, arising from the Ambac Insured Bonds, including, any
Vintage CW Bond Claims (Ambac), Vintage CW Guarantee Bond Claims (Ambac), and Vintage
PBA Bond Claims (Ambac).

1.73 Ambac Insured Bonds: Collectively, the Vintage CW Bonds and the Vintage
PBA Bonds that have been insured or are otherwise owned (by subrogation or otherwise) by
Ambac, including, without limitation, pursuant to a secondary market insurance policy.

1.74 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.

1.75 Ambac Plan Consideration: The consideration allocable or distributable to

holders of Allowed Ambac Insured Bond Claims, the CW/HTA Clawback Recovery allocable to
holders of the Allowed Ambac CW/HTA Claims, the CW/CCDA Clawback Recovery allocable to
holders of Allowed Ambac CW/CCDA Claims, and the CW/PRIFA Clawback Recovery allocable
to holders of Allowed Ambac CW/PRIFA Rum Tax Claims, as the case may be.

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1.76 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 Effective Date, by the
Commonwealth, at the sole cost and expense of Ambac and for the benefit of the beneficial holders
of such Ambac Insured Bonds.

1.77 Ambac Trust Assets: Collectively, the assets to be deposited into the Ambac
Trust(s), consisting of (a) the Ambac Insured Bonds, (b) distributions to be made in respect of such
Ambac Insured Bonds, and (c) the Ambac Insurance Policies.

1.78 Ambac CW/Convention Center Claims: Collectively, the CW/Convention

Center Claims arising from CCDA Bonds insured or otherwise owned (by subrogation or
otherwise) by Ambac, including pursuant to a secondary market insurance policy.

1.79 Ambac CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising
from HTA Bonds insured or otherwise owned (by subrogation or otherwise) by Ambac, including
pursuant to a secondary market insurance policy.

1.80 Ambac CW/PRIFA Rum Tax Claims: Collectively, the CW/PRIFA Rum Tax
Claims arising from PRIFA Bonds insured or otherwise owned (by subrogation or otherwise by
Ambac including pursuant to a secondary market insurance policy.

1.81 AMPR: Collectively, the American Federation of Teachers, Asociacion de

Maestros de Puerto Rico, and Asociacion de Maestros de Puerto Rico – Local Sindical.

1.82 Appointments Related Litigation: Collectively, the litigation styled (a) Pinto
Lugo, et al. v. United States 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-
Montanez, et al. v. 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 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.

1.83 Assets: With respect to the Debtors, (i) all “property” of the Debtors, including,
without limitation, such property as it may be reflected on the Debtors’ books and records and the
Confirmation Order as of the Effective Date and (ii) all Causes of Action, and any subsequent
proceeds thereof, that have been or may be commenced by the Debtors or other authorized
representative for the benefit of the Debtors and its Creditors, unless modified or released pursuant
to the Plan or a Final Order, including, without limitation, any Avoidance Action.

1.84 Assured: Assured Guaranty Corp. and Assured Guaranty Municipal Corp.,
together with their respective successors or designees.

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1.85 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.

1.86 Assured Acceleration Price Payment Option: Assured’s option in accordance

with Section 75.1 hereof, if either (a) at or prior to the time of pricing of Assured New GO Bonds
with respect to which Assured has exercised the Assured Election, Assured determines, based on
its good faith evaluation of the circumstances, that Assured New GO Bonds cannot be sold into the
market on terms acceptable to Assured, or (b) such Assured New GO Bonds are not issued to the
underwriter(s) for any reason, to elect, in its sole discretion, to pay the applicable Assured
Acceleration Price to the holders of any Assured Insured Bonds with respect to which Assured has
exercised the Assured Election and to receive, on the Effective Date, the Assured New GO Bonds
in respect of which the Assured Acceleration Price Payment Option is exercised and any Cash or
other Assured New Securities allocable to the relevant Assured Insured Bonds, which Assured
New GO Bonds may, at Assured’s election, be insured in accordance with a new insurance policy
issued by Assured on terms acceptable to it.

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

Insured Bondholders pursuant to Section 75.1 hereof in the event Assured does not exercise the
Assured Election.

1.88 Assured Bondholder Elections Form: The “Form of Election Notice for
Certain Bondholders with Respect to Classes 2, 17, 24 and 42” attached as Schedule 5(a) to the
Disclosure Statement Order.

1.89 Assured CVIs: Collectively, the CVIs allocable to holders of Assured Insured
Bond Claims.

1.90 Assured CW/Convention Center Claims: Collectively, the CW/Convention

Center Claims arising from CCDA Bonds insured by Assured, including pursuant to a secondary
market insurance policy.

1.91 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.

1.92 Assured CW/PRIFA Rum Tax Claims: Collectively, the CW/PRIFA Rum Tax
Claims arising from PRIFA Bonds insured by Assured including pursuant to a secondary market
insurance policy.

1.93 Assured Election: Assured’s rights, as set forth in Section 75.1 hereof, to receive
the Cash and the CVIs 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, in full, on the 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 Effective Date from (a) the
proceeds of all or any portion of the Assured New GO Bonds allocable to holders of Assured

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Insured Bonds, which Assured New GO Bonds shall be (i) insured, at Assured’s election, in
accordance with a new insurance policy issued by Assured on terms acceptable to Assured, (ii)
underwritten in an “offering” within the meaning of SEC Rule 15c2-12 and (iii) sold into the
market such that they are issued and delivered to such underwriter(s) on the Effective Date, and (b)
to the extent such proceeds of the Assured New GO Bonds are not sufficient to pay the
Acceleration Price, cause amounts equal to such deficiency to be paid by Assured in accordance
with the Assured Insurance Policies insuring the Assured Insured Bonds.

1.94 Assured Election Notice: The “Assured Election Notice” attached as Schedule
5(b) to the Disclosure Statement Order.

1.95 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.

1.96 Assured Insured Bond Claim: A Claim against the Commonwealth or the PBA,
as applicable, on account of an Assured Insured Bond, including a Vintage CW Bond Claim
(Assured), 2011 CW Bond Claim (Assured), 2011 CW Series D/E/PIB Bond Claim (Assured)
2012 CW Bond Claim (Assured), Vintage CW Guarantee Bond Claim (Assured), or a Vintage
PBA Bond Claim (Assured).

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

Bond.

1.98 Assured Insured Bonds: Collectively, the GO Bonds and the PBA 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

1.99 Assured New GO Bonds: The New GO Bonds allocable to holders of Assured
Insured Bond Claims.

1.100 Assured New Securities: Collectively, the Assured New GO Bonds and the
Assured CVIs.

1.101 Assured Plan Consideration: The consideration allocable or distributable to

holders of Allowed Assured Insured Bond Claims.

1.102 Assured Treatment: The treatment of Assured Insured Bond Claims set forth in
Section 75.1 hereof.

1.103 Avoidance Actions: Collectively, (a) those avoidance, recovery, subordination

or other actions or remedies identified on Exhibit “A” hereto, as such Exhibit “A” may be
amended or modified up to and including the Effective Date in accordance with the terms and
conditions of the Committee Agreement, against any Entity that have been brought by or on behalf
of the Debtors against an Entity under sections 510, 544, 545, 547, 548, 549, 550, 551, 552 and

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553 of the Bankruptcy Code, applicable to the Title III Cases 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 Debtors seeking affirmative recoveries, and which actions are set forth on Exhibit
“B” hereto, as such Exhibit “B” may be amended or modified up to and including the Effective
Date in accordance with the terms and conditions of the Committee Agreement, and (c) all similar
Causes of Action that are currently subject to tolling agreements with the Commonwealth and/or
ERS; provided, however, that under no circumstances shall “Avoidance Actions” include (x) any
Claim or Cause of Action against any Entity relating to CW Bond Claims, PBA Bond Claims, CW
Guarantee Bond Claims, or PRIFA BANs (other than the Claims and Causes of Action in the SCC
Action and the related tolling agreements), (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 shall terminate upon entry of the
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 shall terminate upon entry of the Confirmation
Order.

1.104 Avoidance Actions CW Interests: The tranche of beneficial interests in the

Avoidance Actions Trust allocated in accordance with the terms and provisions of the Plan to the
CW GUC Recovery and relating only to net recoveries attributable to Avoidance Actions relating
to the Commonwealth Title III Case.

1.105 Avoidance Actions ERS Interests: The tranche of beneficial interests in the
Avoidance Actions Trust allocated in accordance with the terms and provisions of the Plan to the
ERS GUC Pool and relating only to net recoveries attributable to Avoidance Actions relating to the
ERS Title III Case.

1.106 Avoidance Actions Trust: The trust to be created on or prior to the Effective
Date into which on the Effective Date shall be transferred the authority to litigate or compromise
and settle the Avoidance Actions.

1.107 Avoidance Actions Trust Agreement: The agreement to be executed and

delivered on or prior to the Effective Date providing for, among other things, the ongoing litigation
of the Avoidance Actions, which agreement shall be in form and substance reasonably acceptable
to the Creditors’ Committee.

1.108 Avoidance Actions Trust Assets: Collectively, (a) the Avoidance Actions, (b)
funds held in escrow as of the Effective Date relating to the compromise and settlement of certain
avoidance actions prior to the Effective Date (net of expenses incurred by the escrow agent with
respect thereto), and (c) such other actions that have been brought by or on behalf of the Debtors
seeking affirmative recoveries, and which actions are set forth in the respective litigations listed on
Exhibit “B” hereto.

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1.109 Avoidance Actions Trust Beneficiaries: Collectively, the holders of Avoidance

Actions CW Interests and Avoidance Actions ERS Interests.

1.110 Avoidance Actions Trust Board: The three (3) member board appointed as of
the Effective Date to govern the Avoidance Actions Trust, with (a) two (2) directors selected by
the Creditors’ Committee and (b) one (1) director selected by the Oversight Board.

1.111 Avoidance Actions Trust Interests: Collectively, the Avoidance Actions CW

Trust Interests and the Avoidance Actions ERS Trust Interests.

1.112 Avoidance Actions Trustee: The trustee appointed by the Avoidance Actions
Trust Board, by a simple majority vote of such board, on or prior to the Effective Date in
accordance with the terms and provisions of the Avoidance Actions Trust Agreement, including,
without limitation, any successor thereto.

1.113 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 Plan.

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

1.115 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 Cases.

1.116 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
applicable to the Title III Cases.

1.117 Bar Date: The respective dates established by the Title III Court by which proofs
of Claim must have been filed with respect to such Claims against a Debtor, pursuant to (a) the Bar
Date Orders, (b) a Final Order of the Title III Court, or (c) the Plan.

1.118 Bar Date Orders: The orders of the Title III Court establishing the dates by
which proofs of Claim against the Debtors or their 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], (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], and (c) Order (A)
Establishing Deadlines and Procedures for Filing Proofs of Claim and (B) Approving Form and
Manner of Notice Thereof [Case No. 19-5523-LTS, ECF No. 55].

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1.119 Base Contribution: One Hundred Seventy-Five Million Dollars

($175,000,000.00), the amount the Commonwealth shall contribute, or cause to be contributed, to
the Pension Reserve in accordance with the terms and provisions of Section 83.2 of the Plan;
provided, however, that, in the event that, for any of (a) the FY in which the Effective Date occurs
and (b) the following nine (9) FYs, the Projected Fiscal Plan Surplus is equal to or greater than
One Billion Seven Hundred Fifty Million Dollars ($1,750,000,000.00), such contribution amount
shall increase to an amount equal to fifty percent (50%) of the Projected Fiscal Plan Surplus.

1.120 Bond Claim: A Claim on account of a GO Bond, a PBA Bond, a CW Guarantee

Bond Claim, or an ERS Bond with the amount of such Claim being calculated as the outstanding
principal amount of such bonds plus any, accrued and unpaid interest thereon, up to, but not
including, the respective Petition Date for (a) a GO Bond, the Commonwealth Petition Date, (b) a
PBA Bond, the PBA Petition Date, (c) a CW Guarantee Bond Claim, the Commonwealth Petition
Date, and (d) an ERS Bond, the ERS Petition Date.

1.121 Bond Recovery Category: Collectively, the categories set forth on Exhibit “L”
hereto relating to the respective Classes of Claims and the distributions to be made thereto
pursuant to the terms and provisions of the Plan.

1.122 Bondholder Election: The right of holders of Allowed ERS Bond Claims to
purchase the ERS Private Equity Portfolio and the interests in the ERS Trust in accordance with
the provisions of Section 69.2(b) hereof.

1.123 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.

1.124 Capital Improvements: Any project or projects 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, including, without limitation,
buildings, park facilities, 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.

1.125 Cash: Lawful currency of the United States, including, but not limited to, bank
deposits, checks representing good funds, and legal equivalents thereof.

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

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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 Effective Date.

1.127 CCDA: Puerto Rico Convention Center District Authority.

1.128 CCDA Bonds: Collectively, the non-recourse bonds issued by CCDA, in the
original principal amount of Four Hundred Sixty-Eight Million Eight Hundred Thousand Dollars
($468,800,000.00), in accordance with the terms of that certain Trust Agreement, dated as of
March 24, 2006, between CCDA and JPMorgan Chase Bank, N.A., as trustee, as supplemented
and amended from time to time.

1.129 CCDA Bond Claims: Collectively, the Claims against CCDA arising from or
relating to the CCDA Bonds.

1.130 CCDA Consummation Costs: Collectively, the amounts set forth in Section 3.8
hereof to be paid, in Cash, on the Effective Date, or as soon as practicable thereafter, but in no
event later than ten (10) Business Days following the Effective Date, to the applicable Initial
HTA/CCDA PSA Creditors in accordance with the terms and conditions of the HTA/CCDA Plan
Support Agreement, Article III hereof and the Confirmation Order.

1.131 CCDA Restriction Fee Creditors: Collectively, the Initial HTA/CCDA PSA
Creditors and the HTA/CCDA Joinder Creditors holding and/or insuring (without duplication)
CCDA Bond Claims that execute, or have executed, the HTA/CCDA Plan Support Agreement, the
HTA/CCDA Joinder Agreement or the HTA/CCDA Annex Agreement relating thereto at or prior
to the expiration of the HTA/CCDA PSA Restriction Fee Period; provided, however, that all
entities executing an HTA/CCDA Joinder Agreement or an HTA/CCDA Annex Agreement on the
date the HTA/CCDA Threshold Attainment is reached with respect to CCDA Bond Claims shall
be considered CCDA Restriction Fee Creditors.

1.132 CCDA Restriction Fee Percentage: The percentage equal to (a) Fifteen Million
Dollars ($15,000,000.00) minus such amount as may be payable on account of CCDA
Consummation Costs divided by (b) the aggregate amount of CCDA Bond Claims held, or in the
case of Assured, holds or insures and is authorized to vote in accordance with Section 301(c)(3) of
PROMESA, governing documents and applicable law, by CCDA Restriction Fee Creditors.

1.133 CCDA Trustee: The Bank of New York Mellon, solely in its capacity as
successor trustee with respect to the CCDA Bonds.

1.134 Charging Lien: A lien or right to priority of payment to which any

Trustee/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 Plan for payment of reasonable compensation, indemnification,
fees, expenses and disbursements incurred prior or subsequent to the Effective Date.

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1.135 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.

1.136 Class: A category of holders of Claims set forth in Article IV of the Plan.

1.137 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
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.

1.138 Clawback CVI Indenture: The indenture to be executed and delivered on or

prior to the Effective Date pursuant to which the Commonwealth shall issue 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, which
indenture may be part of, or included in, the CVI Indenture.

1.139 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, to be issued on the Effective
Date by the Commonwealth in accordance with the terms and conditions of the Plan, including,
without limitation, Exhibit “J” hereto, the Confirmation Order, the Clawback CVI Indenture and
the CVI Legislation.

1.140 Clawback Recovery: The aggregate recovery by holders of Allowed

CW/Convention Center Claims, Allowed CW/HTA Claims, Allowed CW/MBA Claims, and
Allowed CW/PRIFA Rum Tax Claims, consisting of Clawback CVIs distributed to holders of such
Claims hereunder and subject to the Annual Payment Waterfall, as defined in Exhibit “J” hereto
and as set forth in Section 74.2(a) hereof and Exhibit “J” hereto.

1.141 COFINA: Puerto Rico Sales Tax Financing Corporation, a public corporation
and instrumentality of the Commonwealth constituting a corporate and political entity independent
and separate from the Commonwealth.

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1.142 COFINA Bonds: Collectively, the securities issued by COFINA pursuant to the
COFINA Plan, the COFINA Confirmation Order, the COFINA Bonds Legislation and the
COFINA Bonds Indenture.

1.143 COFINA Bonds Indenture: The trust indenture pursuant to which COFINA
issued the COFINA Bonds, as it may be amended, supplemented or modified from time to time, in
accordance with its terms and conditions.

1.144 COFINA Bonds Legislation: Act 241 of the Legislative Assembly of Puerto
Rico, approved November 15, 2018, amending Act 91 of the Legislative Assembly of Puerto Rico,
approved May 13, 2006, as amended.

1.145 COFINA Confirmation Order: That certain Amended Order and Judgment
Confirming the Third Amended Title III Plan of Adjustment of Puerto Rico Sales Tax Financing
Corporation, dated February 5, 2019 [Case No. 17-3284-LTS, ECF. No. 561].

1.146 COFINA Plan: That certain Third Amended Title III Plan of Adjustment of
Puerto Rico Sales Tax Financing Corporation, dated January 9, 2019 [Case No. 17-3284-LTS,
ECF. No. 436].

1.147 Committee Agreement: That certain letter agreement, dated July 12, 2021,
between the Creditors’ Committee and the Oversight Board.

1.148 Commonwealth: The Commonwealth of Puerto Rico.

1.149 Commonwealth Constitution: The Constitution of the Commonwealth of

Puerto Rico.

1.150 Commonwealth Election: The right of the Commonwealth to purchase the

Private Equity Portfolio and the interest in the ERS Trust in accordance with the provisions of
Section 66.2(a) hereof.

1.151 Commonwealth Instrumentality Plan: A plan of adjustment or Title VI

Qualifying Modification for an instrumentality of the Commonwealth, including any plan of
adjustment or Title VI Qualifying Modification for HTA, CCDA, or PRIFA.

1.152 Commonwealth Legislature: The Legislative Assembly of Puerto Rico.

1.153 Commonwealth Petition Date: May 3, 2017.

1.154 Commonwealth Title III Case: The Title III case under PROMESA pending for
the Commonwealth in the Title III Court, captioned as In re Financial Oversight & Management
Board for Puerto Rico, as representative of The Commonwealth of Puerto Rico, et al., Case No.
17-3283-LTS (D.P.R.).

1.155 Comprehensive Cap: The limitation on Maximum Annual Debt Service payable
on Net Tax-Supported Debt, established pursuant to the Debt Responsibility Act and the Debt

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Management Policy, which shall apply in addition to the limitation imposed on the incurrence of
public Debt established pursuant to the Article VI, Section 2 of the Commonwealth Constitution.

1.156 Confirmation Date: The date on which the Clerk of the Title III Court enters the
Confirmation Order on the docket.

1.157 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 Plan, as such hearing may be adjourned or continued from time to time.

1.158 Confirmation Order: The order of the Title III Court confirming the Plan in
accordance with Section 314 of PROMESA and section 1129 the Bankruptcy Code, made
applicable in the Title III cases in accordance with Section 301 of PROMESA, which order shall
be in form and substance reasonably satisfactory to the Initial PSA Creditors.

1.159 Constitutional Debt Group: The Ad Hoc Group of Constitutional Debtholders

consisting of the Constitutional Debt Group Members, as such membership may change from time
to time.

1.160 Constitutional Debt Group Members: BlackRock Financial Management Inc.,

Brigade Capital Management, EMSO Asset Management Limited, Mason Capital Management,
LLC, Silver Point Capital, L.P., and VR Advisory Services Ltd., each on behalf of itself or on
behalf of its participating clients or certain of its respective managed funds and, in each case, their
respective successors and assigns with respect to transfers made in accordance with the terms and
conditions of the GO/PBA Plan Support Agreement.

1.161 Consummation Costs: Collectively, the CCDA Consummation Costs and the
GO/PBA Consummation Costs.

1.162 Convenience Cap: Sixty-Five Million Dollars ($65,000,000.00), the aggregate

amount of consideration to be made available to holders of Allowed Convenience Claims (whether
against the Commonwealth or ERS), unless such limitation is otherwise waived by the Creditors’
Committee at or prior to the commencement of the Confirmation Hearing.

1.163 Convenience Claim: An Allowed CW General Unsecured Claim or Allowed

ERS 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 CW General Unsecured Claim or Allowed ERS General Unsecured Claim, as the
case may be, to Twenty Thousand Dollars ($20,000.00) in accordance with terms and provisions
set forth in Section 72.1 hereof; provided, however, that, notwithstanding the foregoing, a holder
of multiple Allowed CW General Unsecured Claims or Allowed ERS General Unsecured Claims
that are greater than Forty Thousand Dollars ($40,000.00) 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 (whether against
the Commonwealth or ERS) shall be Sixty-Five Million Dollars ($65,000,000.00), which
Convenience Cap may be waived by the Creditors’ Committee at or prior to the commencement of

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the Confirmation Hearing in its sole and absolute discretion; and, provided, further, that, in the
event that such Convenience Cap is exceeded and not waived by the Creditors’ Committee at or
prior to the commencement of the Confirmation Hearing, holders of Allowed Convenience Claims
shall receive a Pro Rata Share of the Convenience Cap.

1.164 Creditor: Any Entity holding a Claim against the Debtors or any Debtor’s
Assets or, pursuant to section 102(2) of the Bankruptcy Code, against any other property of the
Debtors, including, without limitation, a Claim against the Debtors 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.

1.165 Creditors’ Committee: The statutory committee of unsecured claimholders

appointed in, among other cases, the Commonwealth Title III Case, the ERS Title III Case and the
HTA Title III Case.

1.166 CRIM: Centro de Recaudacion de Ingresos Municipales or Municipal Revenue

Collection Center.

1.167 CUSIP: The Committee on Uniform Securities Identification procedures nine-

digit numeric or nine-digit character alphanumeric code.

1.168 Custodial Trust Documents: Collectively, the trust agreements and other
documents and instruments attendant to the custodial trusts to be created as of (a) the HTA
Effective Date and relating to (i) the HTA Bonds insured by Assured and National, if applicable,
and the distributions to be made in accordance with the HTA Plan and the Plan, which trust
agreements shall be in form and substance reasonably satisfactory to the Oversight Board,
Assured, and National, as the case may be, and (ii) the HTA Bonds insured by FGIC and Ambac
and the distributions to be made in accordance with the HTA Plan and the Plan, which trust
agreements shall be in form and substance satisfactory to the Oversight Board, FGIC, and Ambac,
as the case may be, and (b) the PRIFA Effective Date and relating to (i) the PRIFA Bonds insured
by Ambac, Assured and FGIC, if applicable, and the distributions to be made in accordance with
the PRIFA Plan and the Plan, which trust agreements shall be in form and substance reasonably
satisfactory to the Oversight Board, Ambac, and FGIC.

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

1.170 CVI Indenture: Collectively, the GO CVI Indenture and the Clawback CVI
Indenture.

1.171 CVI Legislation: Act 53-2021, the legislation enacted authorizing certain
transactions contemplated by, and consistent with, the Plan, including, without limitation,
legislation authorizing the issuance of the GO CVIs and the Clawback CVIs, which legislation
may be part of, or included in, the New GO Bonds Legislation.

1.172 CVI Payment Reserve: To the extent payments become due to holders and
insurers of HTA 98 Senior Bond Claims and/or HTA 98 Sub Bond Claims in accordance with the

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terms and provisions of the Plan, the Clawback CVI Indenture and the HTA Clawback CVI
Priority Distribution Waterfall of the Settlement Summary annexed to the HTA/CCDA Plan
Support Agreement as Exhibit “J”, pending entry of a Final Order with respect to the GDB Loan
Priority Determination, Cash payable from the HTA Clawback CVI to be held in reserve by the
Clawback CVI paying agent or the CVI Trustee, as the case may be, pursuant to the Trust
Documentation and the Clawback CVI Indenture in an amount equal to the difference of (a) the
amount of Cash that would be due to holders and insurers of HTA 98 Senior Bond Claims and
HTA 98 Sub Bond Claims to the extent that payment with respect to the GDB HTA Loans is
subordinated to payment with respect to the HTA 98 Bonds minus (b) the amount of Cash that
would be due to holders and insurers of HTA 98 Senior Bond Claims and HTA 98 Sub Bond
Claims to the extent that payment with respect to the GDB HTA Loans is pari passu with respect
to payment on account of the HTA 98 Bonds.

1.173 CVI Trustee: The trustee or replacement trustee, as the case may be, appointed
in accordance with the terms and conditions of the CVI Indenture.

1.174 CW Appropriations Claims: Collectively, the Claims against the

Commonwealth arising from or related to indebtedness only payable from appropriations of the
Commonwealth Legislature under existing loans or legislative resolutions, including, without
limitation, (a) notes from the Commonwealth or its agencies or instrumentalities held by PFC for
the repayment of PFC indebtedness and (b) loans only payable from appropriations by the
Commonwealth Legislature under existing laws or legislative resolutions held by the GDB Debt
Recovery Authority or the GDB Public Entity Trust; provided, however, that “CW Appropriations
Claims” shall not include the PBA Administrative Expense Claim.

1.175 CW Bond Claims: Collectively, the Claims against the Commonwealth arising
from or relating to the GO Bonds, including the Vintage CW Bond Claims, the 2011 CW Bond
Claims, the 2011 CW Series D/E/PIB Bond Claims, the 2012 CW Bond Claims, the 2014 CW
Bond Claims, the CW Bond Claims (Insured), and the Retail CW Bond Claims.

1.176 CW Bond Claims (Insured): Collectively, the Vintage CW Bond Claims

(Ambac), the Vintage CW Bond Claims (Assured), the Vintage CW Bond Claims (National), the
Vintage CW Bond Claims (FGIC), the Vintage CW Bond Claims (Syncora), the 2011 CW Bond
Claims (Assured), the 2011 CW Series D/E/PIB Bond Claims (Assured), and the 2012 CW Bond
Claims (Assured).

1.177 CW Fiscal Plan: That certain Fiscal Plan of the Commonwealth, certified by the
Oversight Board on May 27, 2020.

1.178 CW General Unsecured Claim: A Claim against the Commonwealth; provided,

however, that, under all circumstances, “CW General Unsecured Claim” shall not include (a) a
PBA Bond Claim, (b) a CW Bond Claim, (c) a CW Guarantee Bond Claim, (d) an Active and
Retired Employee Benefits Claim, (e) an AFSCME Claim, (f) a CW/HTA Claim, (g) a
CW/Convention Center Claim, (h) a CW/PRIFA Rum Tax Claim, (i) a CW/MBA Claim, (j) an
Energy Incentive Claim, (k) an Eminent Domain/Inverse Condemnation Claim, (l) a Med Center
Claim, (m) a Dairy Producer Claim, (n) a Tax Credit Claim, (o) a CW Appropriations Claim, (p) a

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Section 510(b) Subordinated Claim, (q) a Gracia Gracia Claim, (r) a Late-Filed Claim, (s) a
Convenience Claim, (t) a Federal Claim, (u) any Claim that is eligible to be transferred into or
administered through the ACR process, (v) the Proof of Claim No. 161091 filed by Concilio
Nacional de Policias Inc. and any related proofs of claim asserting claims related to the litigation
styled Frente Unido de Policias Organizados, et al. v. Puerto Rico Police Department, Case No.
KAC-2007-4170, (w) all 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, (x) all Claims against the Commonwealth 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 though the GDB Debt Recovery
Authority, (y) any unsecured deficiency claims with respect to asserted priority and/or secured
claims, or (z) such other Claim determined by the Title III Court not to be a CW General
Unsecured Claim.

1.179 CW Guarantee Bond Claims: Collectively, the Vintage CW Guarantee Bond

Claims, the 2011 CW Guarantee Bond Claims, the 2012 CW Guarantee Bond Claims, the 2014
CW Guarantee Bond Claims and the CW Guarantee Bond Claims (Insured).

1.180 CW Guarantee Bond Claims (Insured): Collectively, the Vintage CW

Guarantee Bond Claims (Ambac), the Vintage CW Guarantee Bond Claims (Assured), the Vintage
CW Guarantee Bond Claims (National), the Vintage CW Guarantee Bond Claims (FGIC), and the
Vintage CW Guarantee Bond Claims (Syncora).

1.181 CW GUC Recovery: The aggregate recovery available to holders of Allowed

CW General Unsecured Claims, consisting of (a) Net CW Cash Consideration (funded in
accordance with the terms and provisions of Section 62.3 hereof, including, without limitation, any
adjustments in accordance with the terms of the final proviso thereof) plus (b) the net recoveries by
the Avoidance Actions Trust allocable to the Avoidance Actions CW Interests.

1.182 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.

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1.183 CW/Convention Center Clawback Recovery: The aggregate recovery by

holders or insurers of Allowed CW/Convention Center Claims, consisting of four percent (4.0%)
of the Clawback CVIs, as presented within Annex 4 of Exhibit “J” annexed hereto.

1.184 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.

1.185 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” annexed hereto.

1.186 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.

1.187 CW/MBA Clawback Recovery: The aggregate recovery by holders of Allowed

CW/MBA Claims, consisting of four-tenths of one percent (0.4%) of the Clawback CVIs, as
presented within Annex 4 of Exhibit “J” annexed hereto.

1.188 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, 3 L.P.R.A. §1914, and Commonwealth of Puerto Rico
Administrative Bulletin Nos. OE-2015-46, OE-2016-27, and OE-2016-30, and (b) 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.

1.189 CW/PRIFA Rum Tax Clawback Recovery: The aggregate recovery by holders
or insurers of Allowed CW/PRIFA Rum Tax Claims, consisting of twenty-seven percent (27.0%)
of the Clawback CVIs, as presented within Annex 4 of Exhibit “J” annexed hereto, as may be
adjusted in accordance with the Rum Tax CVI pursuant to the terms and conditions of the CVI
Indenture.

1.190 Dairy Producer Claim: Collectively, the Claims of Suiza Dairy, Inc. and
Vaquería Tres Monjitas, Inc. arising from and relating to the Dairy Producer Settlement, which, as
of the Effective Date, shall be (a) allowed in the aggregate amount of Sixty-Two Million Three

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Hundred Twenty-Three Thousand Six Hundred Thirty-Nine Dollars and Twenty-Two Cents
($62,323,639.22), and (b) allocated to Suiza Dairy, Inc. and Vaquería Tres Monjitas, Inc. in the
amounts of Forty-Five Million Three Hundred Twenty-Five Thousand One Hundred Fifty-One
Dollars and Twenty-Two Cents ($45,325,151.22) and Sixteen Million Nine Hundred Ninety-Eight
Thousand Four Hundred Eighty-Eight Dollars ($16,998,488.00), respectively.

1.191 Dairy Producer Settlement: The Final Settlement Agreement and

Memorandum of Understanding Between the Parties, filed October 29, 2013, in the litigation
styled Vaquería Tres Monjitas, Inc. and Suiza Dairy, Inc. v. Naftali Soto Santiago, et al., Civil
Case No.: 04-1840 (DRD), then pending in the United States District Court for the District of
Puerto Rico.

1.192 Debt: Collectively, bonds, notes, loans and other evidences of indebtedness for
borrowed money.

1.193 Debt Management Policy: The policy developed by AAFAF, relating to the
issuance of indebtedness, as more fully described in the Debt Responsibility Act and herein.

1.194 Debtors: Collectively, the Commonwealth, ERS and PBA.

1.195 Debt Policy Period: The period commencing on the first (1st) calendar day
immediately following the Effective Date and ending on the date on which there are no New GO
Bonds Outstanding.

1.196 Debt Policy Revenues: Collectively, without duplication, (a) revenues derived
from taxes, fees, permits, licenses, fines or other charges imposed, approved or authorized by the
Commonwealth Legislature, including, without limitation, any such revenue assigned to, or owned
by, COFINA or any other instrumentality of the Commonwealth, (b) all other revenues or monies
deposited in the General Fund or any debt service or other governmental fund of the
Commonwealth, and (c) all other revenues or funds identified as “Debt Policy Revenues” in the
Debt Management Policy; provided, however, that, “Debt Policy Revenues” shall exclude (x)
revenues and funds of (i) the Entities listed on Exhibit 132 to the CW Fiscal Plan, (ii)
Commonwealth municipalities, and (iii) the Puerto Rico Municipal Finance Corporation, (y)
proceeds from the issuance of bonds and other borrowings permitted under applicable law, and (z)
funds transferred or received from the federal government other than federal excise tax revenues
from rum produced in the Commonwealth and covered over to the General Fund; and, provided,
further, that the Debt Management Policy may establish additional provisions or clarifications
regarding which revenues constitute Debt Policy Revenues consistent with the principles and
objectives set forth therein, and which provisions or clarifications shall be consistent with the
terms and provisions of the GO/PBA Plan Support Agreement; and, provided, further, that, for
purposes of illustration, with respect to FY2020, and as reflected in the CW Fiscal Plan, “Debt
Policy Revenues” were Fifteen Billion One Hundred Forty-Six Million Six Hundred Thousand
Dollars ($15,146,600,000.00).

1.197 Debt Related Objections: Collectively, that certain (a) Omnibus Objection of
(I) Financial Oversight and Management Board, Acting through Its Special Claims Committee,

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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
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.

1.198 Debt Responsibility Act: Act No. 101-2020, as the same may be amended,
modified or supplemented to the extent necessary to provide, among other things, for a
Comprehensive Cap consistent with the terms of the GO/PBA Plan Support Agreement.

1.199 Debt Service Fund: The fund to be created pursuant to the New GO Bonds
Indenture, and held by the New GO Bonds Trustee in trust for the benefit of the holders of the
New GO Bonds, into which the Commonwealth shall deposit monthly such amounts equal to (a)
one-sixth (1/6) of the semi-annual obligation with respect to the payment of interest to accrue on

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the New GO Bonds through the next interest payment date, and (b) one-twelfth (1/12) of the
annual obligation with respect to the payment of principal and accreted value on the New GO
Bonds.

1.200 Debtors: Collectively, the Commonwealth, ERS and PBA.

1.201 Deemed Issuance Date: The earlier to occur of (a) July 1, 2021 and (b) the
Effective Date.

1.202 Definitive Documents: Collectively, the definitive documents and agreements

contemplated by the Plan, including, without limitation, (a) the Plan (including any amendments,
modifications and supplements thereto) and any documentation or agreements related thereto, (b)
the Disclosure Statement, the Disclosure Statement Order, the Confirmation Order, and pleadings
in support of entry thereof, (c) the New GO Bonds Indenture and documents or agreements related
thereto, (d) the form of bonds for the New GO Bonds, (e) the CVI Indenture and documents or
agreements related thereto, (f) the form of the CVIs, (g) the documents or agreements related to the
Pension Reserve and the governance thereof, and (h) 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, the Constitutional
Debt Group, the GO Group, the LCDC, the QTCB Group, Assured, National, Ambac, FGIC, and
Syncora, and, in the case of clauses (a) and (b) above, reasonably acceptable to the Creditors’
Committee.

1.203 Disallowed: With respect to any Claim, 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.

1.204 Disbursing Agent: Such Entity or Entities designated by the Oversight Board,
upon consultation with AAFAF, on or prior to the Effective Date to make or to facilitate
distributions in accordance with the provisions of the Plan.

1.205 Disclosure Statement: The disclosure statement relating to the Plan and
approved by the Title III Court pursuant to section 1125 of the Bankruptcy Code, applicable to the
Title III Cases pursuant to Section 301 of PROMESA.

1.206 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.

1.207 Disclosure Statement Order: The order of the Title III Court (a) approving the
form of the Disclosure Statement as containing adequate information in accordance with the
provisions of section 1125 of the Bankruptcy Code, applicable to the Title III Cases pursuant to

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Section 301 of PROMESA, and (b) authorizing, among other things, the form and manner of
solicitation of (i) acceptances and rejections to the Plan, and (ii) elections, if applicable, of
distributions hereunder, which order shall be in form and substance reasonably satisfactory to the
Initial PSA Creditors.

1.208 Disputed Claim: A Claim against the Debtors or their Assets, to the extent the
allowance of such Claim is the subject of a timely objection or request for estimation in
accordance with the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Confirmation Order,
or is otherwise disputed by the Debtors 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.

1.209 Distribution Date: Except as otherwise set forth herein, the date or dates
determined by the Commonwealth, on or after the Effective Date, upon which the Disbursing
Agent shall make distributions to holders of Allowed Claims entitled to receive distributions under
the Plan.

1.210 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 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 Plan through The Depository Trust Company.

1.211 Effective Date: The first (1st) Business Day on which (i) all the conditions
precedent to confirmation of the Plan specified in Section 85.1 of the Plan shall have been satisfied
or waived, as provided in Section 85.2 of the Plan, and (ii) all the conditions precedent to the
substantial consummation of the Plan and occurrence of the Effective Date specified in Section
86.1 of the Plan shall have been satisfied or waived as provided in Section 86.2 of the Plan.

1.212 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 one of the Debtors without due process of law and without having received just compensation,
including, without limitation, through the imposition of development restrictions or use limitations.

1.213 Eminent Domain Proceeding: A condemnation action or proceeding

commenced by the Commonwealth 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.

1.214 Energy Incentive Act: The Puerto Rico Green Energy Incentives Act, Act No.
83-2010, as incorporated under the New Incentives Code, Act 60-2019.

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1.215 Energy Incentive Claims: Collectively, any and all Claims arising from or
related to the Energy Incentive Act, also known as the Puerto Rico Green Energy Incentives Act,
in connection with promoting the production of the renewable energy.

1.216 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.

1.217 ERS: Employees Retirement System of the Government of the Commonwealth

of Puerto Rico.

1.218 ERS Bond Claim: A Claim arising from or related to the ERS Bonds, including,
without limitation, interest accrued thereon during the period up to, but not including, the ERS
Petition Date.

1.219 ERS Bond Recovery: The aggregate recovery by holders of Allowed ERS Bond
Claims, consisting of (a) Three Hundred Seventy-Three Million Dollars ($373,000,000.00), (b) the
right to receive the proceeds of the ERS Private Equity Portfolio or the interests of the ERS Trust,
as the case may be, in the event the Commonwealth or one or more holders of Allowed ERS Bond
Claims purchases the ERS Private Equity Portfolio or the interests of the ERS Trust, as the case
may be, in accordance with the terms and provisions of Section 69.2 hereof, and (c) in the event
the Commonwealth does not elect to purchase such assets in accordance with Section 69.2(a)
hereof, the option to purchase the ERS Private Equity Portfolio or the interests of the ERS Trust, as
the case may be, for Seventy Million Seven Hundred Fifty Thousand Dollars ($70,750,000.00),
plus such amount as may be necessary to reimburse the Commonwealth for any funded shortfall
amounts in connection with the ERS Private Equity Portfolio.

1.220 ERS Bonds: Collectively, (a) the non-recourse Senior Pension Funding Bonds,
Series A, issued by ERS in the original principal amount of One Billion Five Hundred Eighty-
Eight Million Eight Hundred Ten Thousand Seven Hundred Ninety-Nine Dollars and Sixty Cents
($1,588,810,799.60), (b) the non-recourse Senior Pension Funding Bonds, Series B, issued by ERS
in the original principal amount of One Billion Fifty-Eight Million Six Hundred Thirty-Four
Thousand Six Hundred Thirteen Dollars and Five Cents ($1,058,634,613.05) and (c) the non-
recourse Senior Pension Funding Bonds, Series C, issued by ERS in the original principal amount
of Three Hundred Million Two Hundred Two Thousand Nine Hundred Thirty Dollars
($300,202,930.00), which, as of the ERS Petition Date, inclusive of compounded amounts, were in
the aggregate outstanding principal amount of Three Billion One Hundred Sixty-Eight Million Six
Hundred Ninety-Eight Thousand Seven Hundred Seventy-Six Dollars and Fifty-Five Cents
($3,168,698,776.55).

1.221 ERS Fiscal Agent: The Bank of New York Mellon, solely in its capacity as
fiscal agent with respect to the ERS Bonds.

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1.222 ERS General Unsecured Claim: A Claim against ERS other than an ERS Bond
Claim.

1.223 ERS GUC Pool: The sum of (a) Five Hundred Thousand Dollars ($500,000.00)
in Cash plus (b) the net recoveries by the Avoidance Actions Trust allocable to the Avoidance
Actions ERS Interests; provided, however, that, under no circumstances, shall such aggregate
amount of consideration, including, without limitation, net recoveries from the Avoidance Actions
Trust allocable to the Avoidance Actions ERS Interests, exceed Five Million Dollars
($5,000,000.00); and, provided, further, that, in the event that the aggregate amount of the ERS
GUC Pool (y) exceeds the aggregate amount of Allowed ERS General Unsecured Claims or (z)
would exceed Five Million Dollars ($5,000,000.00) but for the limitation on recovery above, such
excess amount or Avoidance Actions ERS Interests, as the case may be, shall be reallocated, on a
pro rata basis, for the benefit of holders of Allowed CW General Unsecured Claims.

1.224 ERS Litigation: Collectively, the litigation styled (a) Financial Oversight &
Management Board for Puerto Rico, as representative of the Employees Retirement System of the
Government of the Commonwealth of Puerto Rico v. Andalusian Global Designated Activity Co.,
et al., Case Nos, 19-1699, 19-1700 (appealed from Adv. Proc. No. 17-00213), currently pending in
the United States Court of Appeals for the First Circuit, (b) Financial Oversight & Management
Board for Puerto Rico, as representative of the Employees Retirement System of the Government
of the Commonwealth of Puerto Rico, et al. v. Andalusian Global Designated Activity Co., et al.,
Adv. Proc. No. 19-00366, currently pending in the Title III Court, (c) Omnibus Objection of
Official Committee of Unsecured Creditors to Claims Asserted by Holders of Bonds Issued by
Employees Retirement System of Government of Puerto Rico, dated March 12, 2019 [Case No.
17-3283-LTS, ECF No. 5580], currently pending in the Title III Court, (d) Omnibus Objection of
the Official Committee of Retired Employees of the Commonwealth of Puerto Rico, Pursuant to
Bankruptcy Code Section 502 and Bankruptcy Rule 3007, to Claims Filed or Asserted by Holders
of ERS Bonds Against ERS and the Commonwealth, dated April 23, 2019 [Case No. 17-3283-
LTS, ECF No. 6482], currently pending in the Title III Court, (e) Special Claims Committee of the
Financial Oversight & Management Board for Puerto Rico, et al., v. Jefferies, LLC, et al., Adv.
Proc. No. 19-00355, currently pending in the Title III Court, (f) Objection of Financial Oversight
and Management Board, Pursuant to Bankruptcy Code Section 502 and Bankruptcy Rule 3007, to
Claims Filed or Asserted Against the Commonwealth by the Bank of New York Mellon, as Fiscal
Agent (Claim No. 16775), dated May 22, 2019, and as supplemental on January 6, 2020 [Case No.
17-3283-LTS, ECF Nos. 7075 and 9700], currently pending in the Title III Court, (g) Andalusian
Global Designated Activity Co., et al., v. Financial Oversight & Management Board for Puerto
Rico, et al., Case No. 20-1065, currently pending in the United States Court of Appeals for the
First Circuit, (h) Financial Oversight & Management Board for Puerto Rico, as representative of
the Employees Retirement System of the Government of the Commonwealth of Puerto Rico, et al.
v. Glendon Opportunities Fund, L.P. et al., Adv. Proc. No. 19-00367, currently pending in the Title
III Court, (i) Objection of Financial Oversight and Management Board Pursuant to Bankruptcy
Code Section 502 and Bankruptcy Rule 3007 to Proof of Claim Against ERS by The Bank of New
York Mellon, as Fiscal Agent (Claim No. 16777), dated January 6, 2020 [Case No. 17-3283-LTS,
ECF No. 9701], currently pending in the Title III Court, (j) Andalusian Global Designated Activity
Co., et al. v. Commonwealth of Puerto Rico, et al., Adv. Proc. No. 17-00219, currently pending in

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the Title III Court, (k) Andalusian Global Designated Activity Co., et al. v. Commonwealth of
Puerto Rico, et al., Adv. Proc. No. 17-00220, currently pending in the Title III Court, and (l) ERS
Bondholders’ Motion and Request for Allowance and Payment of Post-Petition and Administrative
Expense Claims, dated November 21, 2019, as joined by The Bank of New York Mellon [Case
No. 17-3283-LTS, ECF Nos. 9285, 9294, and 9298], currently pending the Title III Court.

1.225 ERS Participant Claim: A Claim on account of being or having been a

participant in ERS for retiree benefits that accrued through the date of implementation of Act 106;
provided, however, that “ERS Participant Claim” shall not include Claims held by a Participant in
ERS, whose hire date was on or after January 1, 2000, based on participation in System 2000.

1.226 ERS Petition Date: May 21, 2017, the date on which the ERS Title III Case was
commenced.

1.227 ERS Portfolio Price: Seventy Million Seven Hundred Fifty Thousand Dollars
($70,750,000.00), the base price to be paid for the ERS Private Equity Portfolio.

1.228 ERS Private Equity Portfolio: Collectively, the portfolio of private equity
interests held by ERS as of the Effective Date.

1.229 ERS Recovery Actions: Collectively, the litigations styled: (a) Special Claims
Committee of The Financial Oversight & Management Board for Puerto Rico, et al. v. Jefferies
LLC, et al., Adv. Proc. No. 19-00355; (b) Special Claims Committee of The Financial Oversight &
Management Board for Puerto Rico, et al. v. Defendant 1M, et al., Adv., Proc. No. 19-00356; (c)
Special Claims Committee of The Financial Oversight & Management Board for Puerto Rico, et
al. v. Stoever Glass & Co., et al., Adv. Proc. No. 19-00357; (d) Special Claims Committee of The
Financial Oversight & Management Board for Puerto Rico, et al. v. Defendant 1F et al., Adv. Proc.
No. 19-00358; (e) Special Claims Committee of The Financial Oversight & Management Board
for Puerto Rico, et al. v. Defendant 1H et al., Adv. Proc. No. 19-00359; (f) Special Claims
Committee of The Financial Oversight & Management Board for Puerto Rico, et al. v. Wells Fargo
Securities, LLC et al., Adv. Proc. No. 19-00360; and (g) Special Claims Committee of The
Financial Oversight & Management Board for Puerto Rico, et al. v. Defendant 1G, et al., Adv.
Proc. No. 19-00361 each pending in the Title III Court.

1.230 ERS Resolution: That certain Pension Funding Bond Resolution, adopted
January 24, 2008, relating to the issuance of the ERS Bonds.

1.231 ERS Stipulation: That certain Amended and Restated Stipulation (A) Allowing
Claims of ERS Bondholders, (B) Staying Pending Litigation, and (C) Providing for Treatment of
Claims of ERS Bondholders and Dismissal of Pending Litigation Pursuant to a Plan of
Adjustment, dated April 2, 2021.

1.232 ERS Takings Action: The litigation styled Altair Global Credit Opportunities
Fund (A) LLC v. United States, Case No. 21-1577, currently pending in the United States Court of
Appeals for the Federal Circuit.

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1.233 ERS Title III Case: The Title III case under PROMESA pending for ERS in the
Title III Court, captioned as In re Financial Oversight & Management Board for Puerto Rico, as
representative of the Employee Retirement System of the Government of the Commonwealth of
Puerto Rico, Case No. 17 3566-LTS (D.P.R.).

1.234 ERS Trust: The trust created in accordance with the terms and provisions of the
ERS Stipulation to hold ERS’ interests in the ERS Private Equity Portfolio and pursuant to which
ERS shall continue to manage such assets up to and including the purchase thereof in accordance
with the terms and provisions of Section 69.2 hereof.

1.235 Excess Cash Surplus: The amount of actual cash surplus above and beyond the
projected Fiscal Plan Surplus contained in the Fiscal Plan for the Commonwealth certified by the
Oversight Board and being in effect as of the Effective Date.

1.236 Executory Contract: A contract to which one or more of the Debtors 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.

1.237 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 Housing and Urban Development, the United States Department of Homeland
Security and the United States Department of Labor.

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

1.239 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.

1.240 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.

1.241 FGIC CW/Convention Center Claims: Collectively, the CW/Convention

Center Claims arising from the CCDA Bonds insured by FGIC, including pursuant to a secondary
market insurance policy.

1.242 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.

1.243 FGIC CW/PRIFA Rum Tax Claims: Collectively, the CW/PRIFA Rum Tax
Claims arising from the PRIFA Bonds insured by FGIC, including pursuant to a secondary market
insurance policy.

1.244 FGIC Escrow Account: The escrow account(s) that may be formed, on or prior
to the Effective Date, by the Commonwealth or PBA, for the benefit of the beneficial holders of

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FGIC Insured Bonds whose FGIC Plan Consideration is deposited therein, the terms of which shall
be set forth in the Plan Supplement.

1.245 FGIC Insured Bond Claims: Collectively, the Claims arising from the FGIC
Insured Bonds, including, for the avoidance of doubt, any Vintage CW Bond Claims (FGIC),
Vintage CW Guarantee Claims (FGIC), and Vintage PBA Bond Claims (FGIC).

1.246 FGIC Insured Bonds: Collectively, the GO Bonds and the PBA Bonds that have
been insured by FGIC, including, without limitation, pursuant to a secondary market insurance
policy.

1.247 FGIC Insured PRIFA Bond Claims: Collectively, the Claims, arising from the
PRIFA Bonds that have been insured by FGIC, including, without limitation, pursuant to a
secondary market insurance policy.

1.248 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.

1.249 FGIC Plan Consideration: The consideration allocable or distributable in

accordance with Sections 9.1, 24.1 and 31.1 of the Plan to holders of Allowed FGIC Insured Bond
Claims.

1.250 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.

1.251 FGIC Treatment: The treatment of FGIC Insured Bond Claims set forth in
Section 75.4(a) hereof.

1.252 FGIC Trust: With respect to each FGIC Insured Bond, the trust(s) which may
be formed, on or prior to the Effective Date, by the Commonwealth or PBA, 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 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.

1.253 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

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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.

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

1.255 Fiscal Plan Surplus: The amount set forth on the line entitled “Surplus/ (Deficit)
Post Measures (excl. Debt Payments)” of the Fiscal Plan for the Commonwealth certified by the
Oversight Board and being in effect as of the Effective Date.

1.256 FY: A fiscal year of the Commonwealth, commencing on July 1st and concluding
th
on June 30 of the following calendar year.

1.257 GDB: The Government Development Bank for Puerto Rico.

1.258 GDB HTA Loans: Collectively, the loans, if any, made to HTA by GDB and
now held by the Governmental Development Bank 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.

1.259 GDB Loan Priority Determination: The determination, in either the

Commonwealth Title III Case or the HTA Tile 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 Government Development Bank
Debt Recovery Authority does not possess an allowable claim or entitlement to recover with
respect to the HTA Clawback CVI based upon such GDB HTA Loans.

1.260 General Fund: The Commonwealth’s primary operating fund.

1.261 General Unsecured Claims: Collectively, CW General Unsecured Claims and

ERS General Unsecured Claims.

1.262 GO Bonds: Collectively, the currently outstanding general obligation bonds

issued by the Commonwealth.

1.263 GO 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, to be issued on the Effective Date by
the Commonwealth in accordance with the terms and conditions of the Plan, the Confirmation
Order, the GO CVI Indenture and the CVI Legislation.

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1.264 GO CVI Indenture: The indenture to be executed and delivered on or prior to

the Effective Date pursuant to which the Commonwealth shall issue the GO 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, which indenture may be
part of, or included in, the CVI Indenture.

1.265 GO Group: The Ad Hoc Group of General Obligation Bondholders consisting of

Aurelius Capital Management, LP, and Autonomy Capital (Jersey) L.P., each on behalf of itself or
on behalf of its participating clients or certain of its respective managed funds and, in each case,
their respective successors and assigns with respect to transfers made in accordance with the terms
and conditions of the Plan Support Agreement.

1.266 GO/PBA Annex Agreement: That certain Annex Agreement annexed as Exhibit
“G” to the GO/PBA Plan Support Agreement pursuant to which certain holders of CW Bond
Claims, CW Guarantee Bond Claims, and PBA Bond Claims may become GO/PBA PSA
Creditors.

1.267 GO/PBA Consummation Costs: Collectively, the amounts set forth in Section
3.3 hereof to be paid, in Cash, on the Effective Date, or as soon as practicable thereafter, but in no
event later than ten (10) Business Days following the Effective Date, to the Initial GO/PBA PSA
Creditors in accordance with the terms and conditions of the GO/PBA Plan Support Agreement,
Article III hereof and the Confirmation Order.

1.268 GO/PBA Joinder Agreement: That certain Joinder Agreement annexed as

Exhibit “F” to the GO/PBA Plan Support Agreement pursuant to which certain holders of CW
Bond Claims, CW Guarantee Bond Claims and PBA Bond Claims may become GO/PBA PSA
Creditors.

1.269 GO/PBA Joinder Creditors: Collectively, those GO/PBA PSA Creditors that
executed and delivered either the GO/PBA Joinder Agreement or the GO/PBA Annex Agreement
prior to the GO/PBA Joinder Deadline.

1.270 GO/PBA Joinder Deadline: July 30, 2021.

1.271 GO/PBA Plan Support Agreement: That certain Amended and Restated Plan
Support Agreement, dated as of July 12, 2021, by and among the Oversight Board and the
GO/PBA PSA Creditors, as it may be amended, modified, or supplemented in accordance with the
terms thereof.

1.272 GO/PBA PSA Creditors: Collectively, the parties to the GO/PBA Plan Support
Agreement, other than the Government Parties.

1.273 GO/PBA PSA Restriction Fee: Collectively, the fee to be paid, in Cash, on the
Effective Date in accordance with the terms and conditions of the GO/PBA Plan Support
Agreement, Section 3.5 hereof and the Confirmation Order, in an amount equal to the product of
(a) the Restriction Fee Percentage times (b) the outstanding principal amount of GO Bonds and

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PBA Bonds, plus interest accrued thereon during the period up to, but not including the
Commonwealth Petition Date and the PBA Petition Date, respectively, (i) tendered for exchange in
accordance with the terms and provisions of Section 2.2 of the GO/PBA Plan Support Agreement,
in the case of GO/PBA PSA Creditors required to tender and exchange their bonds pursuant to the
terms and provisions of Section 2.2 of the GO/PBA Plan Support Agreement, (ii) constituting
Assured Insured Bonds, in the case of Assured, and (iii) constituting National Insured Bonds, in
the case of National.

1.274 GO/PBA Restriction Fee Percentage: One and three hundred twenty-one
thousandths percent (1.321%).

1.275 Government Entity: Any agency, department, office, public corporation, trust,
fund, system, instrumentality, political subdivision, taxing authority, or municipality of the
Government of Puerto Rico.

1.276 Government Parties: Collectively, (a) the Oversight Board, as the representative
of the Debtors, (b) committees and subcommittees of the Oversight Board, including, without
limitation, the Special Claims Committee of the Oversight Board, (c) the Debtors, including,
without limitation, any of its agencies, and (d) AAFAF; provided, however, that, notwithstanding
the foregoing, for the avoidance of doubt, “Government Parties” shall not include AFICA, CCDA,
COFINA, HTA, MBA, MFA, PFC, PRASA, PRIDCO, PRIFA, UPR and PREPA solely with
respect to any Claims against or bonds issued by such Entities.

1.277 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 Debtors, Claims (including, without limitation, Claims arising from or relating to the PBA
Bonds and the GO Bonds), the Debt Related Objections, the PBA Litigation, and the ERS
Litigation, and arising prior to the 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 Debtors (or their
successors, including Reorganized Commonwealth) or COFINA arising from or relating to the
Debtors’ obligations pursuant to the Plan or the securities to be issued pursuant to the Plan or that
were issued pursuant to the COFINA Plan, or (ii) a Government Releasee unrelated to the Debtors
or the Claims discharged pursuant to the terms and provisions of the 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 AFICA, CCDA,
HTA, MBA, MFA, PFC, PRASA, PRIDCO, PRIFA, UPR and PREPA, other than
CW/Convention Center Claims, CW/HTA Claims, CW/MBA Claims, CW/PRIFA Rum Tax
Claims, and the CW Appropriations Claims.

1.278 Government Releasees: Collectively, the Government Parties and the Debtors,
including all instrumentalities, municipalities, public corporations and public agencies of the
Commonwealth, together with their respective current or former board members, directors,

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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 Cases in their capacities as such; provided, however, that, notwithstanding the foregoing,
“Government Releasees” shall not include AFICA, CCDA, COFINA, HTA, MBA, MFA, PFC,
PRASA, PRIDCO, PRIFA, UPR and PREPA solely with respect to any Claims against or bonds
issued by such Entities, other than CW/Convention Center Claims, CW/HTA Claims, CW/MBA
Claims, CW/PRIFA Rum Tax Claims, and related to the CW Appropriations Claims.

1.279 Gracia Gracia Claim: A Claim of a member of the class of vehicle owners who
purchased private insurance after paying the compulsory insurance premium, certified in the
Gracia Gracia CW Action and Gracia Gracia Federal Action.

1.280 Gracia Gracia CW Action: The litigation styled García Rubiera, et al. v.
Asociación de Subcripcion Conjunta del Seguro de Responsabilidad Obligatorio, et al., Civil
Núm.: KDP2001-1441(801), currently pending in the Puerto Rico Court of First Instance.

1.281 Gracia Gracia Federal Action: The litigation styled García Rubiera, et al. v.
Fortuño, et al., Case No.: 02-1179-GAG, currently pending in the United States District Court for
the District of Puerto Rico.

1.282 Gracia Gracia Settlement: Collectively, the settlement reached and approved in
(a) the Gracia Gracia CW Action pursuant to that certain Joint Motion on Partial Agreement and
Stipulation, dated March 29, 2016, as approved pursuant to that certain Partial Judgment, dated
July 8, 2016 and (b) the Gracia Gracia Federal Action pursuant to that certain Stipulation for
Permanent Injunction, dated February 29, 2016, as approved pursuant to that certain Judgment,
dated March 1, 2016.

1.283 GSA Helicopter Loan: The loan extended pursuant to that certain Credit
Agreement, dated as of December 26, 2013, between the General Services Administration of the
Commonwealth and Scotiabank de Puerto Rico, which, as of the Commonwealth Petition Date,
was in the outstanding principal amount of approximately Twenty-Three Million Seven Hundred
Sixty-Four Thousand Six Hundred Seven Dollars ($23,764,607.00).

1.284 GUC Recovery Cap: Forty percent (40%); provided, however, that, for purposes
of calculation, any net recoveries by the Avoidance Actions Trust shall not count towards attaining
the forty percent (40%) cap.

1.285 GUC Reserve: The reserve to be created on or prior to the Effective Date, and
held by an independent, non-Commonwealth government entity selected jointly by the Oversight
Board and the Creditors’ Committee, solely for the benefit of holders of Allowed CW General
Unsecured Claims.

1.286 HTA: Puerto Rico Highways and Transportation Authority.

1.287 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

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

1.288 HTA 98 Bonds: Collectively, the HTA 98 Senior Bonds and the HTA 98 Sub
Bonds.

1.289 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 2005Transportation 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

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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).

1.290 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).

1.291 HTA Bonds: Collectively, the HTA 68 Bonds, the HTA 98 Senior Bonds, and
the HTA 98 Sub Bonds.

1.292 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 may become HTA/CCDA PSA Creditors.

1.293 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 may become HTA/CCDA PSA Creditors.

1.294 HTA/CCDA Joinder Deadline: With respect to (a) HTA 68 Bond Claims and
CCDA Bond Claims, May 17, 2021, at 11:59 p.m. (Eastern Daylight Time), and (b) HTA 98
Senior Bond Claims, 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 Plan.

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

Bonds or CCDA Bonds that execute and deliver either the HTA/CCDA Joinder Agreement or the
HTA/CCDA Annex Agreement, the forms of which are annexed to the HTA/CCDA Plan Support
Agreement as Exhibits “H” and “I”, respectively, prior to the HTA/CCDA Joinder Deadline.

1.296 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.

1.297 HTA/CCDA PSA Creditors: Collectively, the parties to the HTA/CCDA Plan
Support Agreement, other than the Oversight Board.

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1.298 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.

1.299 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 of the
aggregate amount of HTA 68 Bond Claims, 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, 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.

1.300 HTA Clawback CVI: The CVI to be issued on account of Allowed CW/HTA
Claims in accordance with the terms and provisions of the Plan, the CVI Indenture, the
HTA/CCDA Plan Support Agreement and the Settlement Summary annexed thereto as Exhibit “J”.

1.301 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.

1.302 HTA Distribution Conditions: Collectively, (a) the 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.

1.303 HTA Effective Date: The date on which the transactions contemplated by the
HTA Plan and authorized by the Title III Court pursuant to the HTA Confirmation Order have
been substantially consummated, but, under all circumstances, shall be the date no later than the
tenth (10th) calendar day following the date on which all conditions to the effectiveness of the HTA
Plan have been satisfied or waived in accordance with its terms.

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1.304 HTA Fiscal Agent: The Bank of New York Mellon, solely in its capacity as
fiscal agent with respect to the HTA Bonds.

1.305 HTA Petition Date: May 21, 2017.

1.306 HTA Plan: The plan of adjustment to be filed by the Oversight Board, as
representative of HTA in the HTA Title III Case, in form and substance reasonably acceptable to
Assured and National, and consistent with the terms of the Settlement Summary annexed to the
HTA/CCDA Plan Support Agreement as Exhibit “J”, and, with respect to HTA Bonds insured by
FGIC and Ambac, containing provisions consistent with the terms and provisions set forth in
Sections 74.4 and 74.5 hereof, respectively.

1.307 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.).

1.308 Initial PSA Creditors: Collectively, the Initial GO/PBA PSA Creditors and the
Initial HTA/CCDA PSA Creditors.

1.309 Initial GO/PBA PSA Creditors: Collectively, those creditors that executed the
Initial PSA on February 22, 2021.

1.310 Initial GO/PBA PSA Restriction Fee Creditors: Collectively, the Initial
GO/PBA PSA Creditors and the Initial GO/PBA PSA Joinder Creditors that executed and
delivered the Initial PSA, a joinder or annex agreement, as applicable, at or prior to the Initial PSA
Threshold Attainment.

1.311 Initial HTA/CCDA PSA Creditors: The “Initial PSA Creditors” as defined in
the HTA/CCDA Plan Support Agreement.

1.312 Initial PSA: That certain Plan Support Agreement, dated as of February 22,
2021, by and among the Oversight Board and the Initial GO/PBA PSA Creditors.

1.313 Initial PSA Joinder Creditors: Collectively, those Entities holding GO Bonds
or PBA Bonds, that executed and delivered a Joinder Agreement or an Annex Agreement to the
Initial PSA, the forms of which were annexed to the Initial PSA as Exhibits “F” and “G”,
respectively, prior to the Initial PSA Threshold Attainment.

1.314 Initial PSA Threshold Attainment: The date and time which the Initial
GO/PBA PSA Restriction Fee Creditors owned or had due investment management responsibility
and authority for funds or accounts which owned, or, with respect to Assured, Syncora 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, seventy percent (70%) of the
aggregate amount of CW Bond Claims, CW Guarantee Bond Claims, and PBA Bond Claims
(without duplication and, to the extent such claims are Insured Bond Claims, to the extent a PSA

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Creditor is authorized to vote any such claim in accordance with Section 301(c)(3) of PROMESA,
the definitive insurance documents and applicable law).

1.315 Insured Bond Claim: Collectively, the 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.

1.316 Invalidity Actions: Collectively, the adversary proceedings challenging the

validity of certain GO Bonds, PBA Bonds, and PRIFA BANs listed on Exhibit “C” hereto.

1.317 IRC: The United States Internal Revenue Code of 1986, as amended from time
to time.

1.318 IRS: The Internal Revenue Service, an agency of the United States Department
of Treasury.

1.319 JRS: Judiciary Retirement System.

1.320 JRS Participant Claim: A Claim on account of being or having been a

Participant in JRS for (a) retiree benefits accrued as of May 3, 2017, and (b) any right to accrue
additional retiree benefits in JRS from and after the Effective Date.

1.321 LCDC: The LCDC Holders, as such membership may change from time to time.

1.322 LCDC Holders: The Lawful Constitutional Debt Coalition consisting of

Aristeia Capital, LLC, Farmstead Capital Management, FCO Advisors LP, GoldenTree Asset
Management LP, Monarch Alternative Capital LP, Taconic Capital Advisors L.P., and Whitebox
Advisors L.L.C., each on behalf of itself or certain of its respective managed funds and, in each
case, their respective successors GO/PBA and assigns with respect to transfers made in accordance
with the terms and conditions of the GO/PBA Plan Support Agreement.

1.323 Lien: Any charge against or interest in property to secure payment of a debt or
performance on an obligation.

1.324 Lien Challenge Actions: Collectively, the adversary proceedings listed on

Exhibit “D” hereto.

1.325 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 PROMESA Proceeding [Dkt. No. 10104], (c)
Ambac Assurance Corporation, et al. v. The Financial Oversight and Management Board, filed in
the Commonwealth PROMESA Proceeding [Dkt. No. 10602], (d) AmeriNational Community
Services, LLC, et al. v. The Financial Oversight Management Board of Puerto Rico, filed in the
HTA 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.,

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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 (i) 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.

1.326 List of Creditors: The Creditor List (together with all summaries, notes, and
schedules) attached as Exhibit A to the (a) Notice of Filing of Creditor List for the Commonwealth
of Puerto Rico filed in the Commonwealth Title III Case [Case No. 17-3283-LTS, ECF No. 1215],
(b) Notice of Filing of Creditor List for the Employees Retirement System of the Government of the
Commonwealth of Puerto Rico filed in the ERS Title III Case [Case No. 17-3566-LTS, ECF No.
207], and (c) Notice of Filing of Creditor List for The Puerto Rico Public Buildings Authority filed
in the PBA Title III Case [Case No. 19-5523-LTS, ECF No. 34] 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 Debtors.

1.327 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.

1.328 Maximum Annual Debt Service: The maximum scheduled annual debt service
(including principal and interest payments due and payable on bonds bearing current interest and,
in the case of capital appreciation bonds or similar instruments, the maturity value due and payable
on such instruments) for any FY on Net Tax-Supported Debt; provided, however, that, in the case
of variable rate Debt, the calculation shall assume that such Debt bears interest at the maximum
annual rate permitted by law; and, provided, further, that, to the extent no provision or clarification
increases the Comprehensive Cap, including the secured and/or securitized debt sublimit above the
levels set forth in Section 74.4 hereof, the Debt Management Policy may establish additional
provisions or clarifications regarding the calculation of the Maximum Annual Debt Service
consistent with the principles and objectives set forth therein.

1.329 Maximum Taxable Bond Election Amount: The amount of New GO Bonds
required, after consultation with Section 103 tax counsel and determination by Internal Revenue
Service, to be issued as non-exempt for federal income tax purposes.

1.330 Measured SUT: The 5.5% SUT, less CINE funds of Three Million Two
Hundred Forty Thousand Dollars ($3,240,000.00), as set forth in the Settlement Summary annexed
as Exhibit “I” to the GO/PBA Plan Support Agreement.

1.331 Med Centers: Collectively, the following federally qualified health centers: (a)
Atlantic Medical Center, Inc.; (b) Camuy Health Services, Inc.; (c) HPM Foundation, Inc.; (d)
Centro de Salud de Lares, Inc.; (e) Centro de Salud Familiar Dr. Julio Palmieri Ferri, Inc.; (f)
Ciales Pumay Health Care Services, Inc.; (g) Concilio de Salud Integral de Loiza, Inc.; (h)
Corporacion de Servicios Medicos Primarios Prevencion de Hatillo, Inc.; (i) Corporacion de
Servicios de Salud y Medicina de Avandaza; (j) NeoMed Center, Inc.; (k) Hospital Center

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Exhibit A - Plan Page 71 of 305

Castaner, Inc.; (l) Migrant Health Center, Inc.; (m) Morovis Community Health Center, Inc.; (n)
Centro de Servicios Primarios de Salud de Patillas, Inc.; (o) Costa Salud, Inc.; (p) Salud Integral en
la Montana, Inc. (SIM), f/k/a Corporacion de Servicios Integrales de Salud del Area de
Barranquitas, Comerro, Corozal, Narajito y Orocovis; (q) Corporacion SANOS; (r) San Juan
Comprehensive Health Care for the Homeless Program; (s) Centro de Servicios Primarios de Salud
de Florida; (t) Puerto Rico Community Network for Clinical Research (CONCRA); and (u) Rio
Grande Community Health Center, Inc.

1.332 Med Center Claims: Collectively, any and all Claims of the Med Centers arising
from or relating to the Medicaid Act, 42 U.S.C. § 139 6a(bb), including, without limitation, (a) any
claims and causes of action asserted or which could have been asserted in the Med Center
Litigation against the Commonwealth, (b) any amounts asserted to be due and owing by the
Commonwealth, or which could have been asserted as due and owing by the Commonwealth, in
the Med Center proofs of claim, and (c) any amounts asserted to be owing by the Commonwealth
and relating to the period from the Commonwealth Petition Date up to and including the Effective
Date; provided, however, that “Med Center Claims” expressly excludes any claims asserted by any
Med Center against the Municipality of San Juan in the litigation styled Asociacion de Salud
Primaria de Puerto Rico, Inc. v. Estado Libre Asociado de Puerto Rico, et al., Civil No. KPE02-
1037 (2002), currently pending in the Commonwealth of First Instance.

1.333 Med Center Litigation: Collectively, the litigation styled (a) Asociacion de
Salud Primaria de Puerto Rico, Inc. v. Estado Libre Asociado de Puerto Rico, et al., Civil No.
KPE02-1037 (2002), currently pending in the Commonwealth Court of First Instance, together
with the following appeals therefrom: (i) Appeal No. KLCE2017-0147; (ii) Appeal No.
KLCE2017-00094; and (iii) Appeal No. KLCE2017-00105, but, expressly excluding therefrom
any claims asserted in the foregoing litigation by any Med Centers against the Municipality of San
Juan, (b) Rio Grande Cmty. Health Ctr. Inc., et al. v. Commonwealth of Puerto Rico, et al., Case
No. 03-1640(GAG), currently pending in the United States District Court for the District of Puerto
Rico, together with following appeals therefrom: (i) Case No. 17-1731; (ii) Case No. 17-1812; (iii)
Case No. 17-1822; (iv) Case No. 18-1083; and (v) Case No. 19-1336, (c) Atlantic Medical Center
Inc. et al. v. The Commonwealth of Puerto Rico, et al., Case No. 06-1291, currently pending in the
United States District Court for the District of Puerto Rico, (d) Asociacion de Salud Primaria de
P.R., et al. v. Commonwealth of Puerto Rico, et al., Adv. Proc. No. 17-00227, currently pending in
the Title III Court, (e) Atlantic Med. Ctr., Inc., et al. v. Commonwealth of Puerto Rico, et al., Adv.
Proc. No. 17-00278, currently pending in the Title III Court, (f) Corporacion de Servicios
Integrales de Salud del Area de Barranquitas, Comerio, Corozal, Naranjito y Orocovis v.
Commonwealth of Puerto Rico, Adv. Pro. No. 17-00292, currently pending in the Title III Court,
(g) Corporacion de Servicios Integrals de Salud del Area de Barranquitas, Comerio, Corozal,
Naanjito y Orocovis v. Commonwealth of Puerto Rico, Adv. Proc. No. 17-00298, currently
pending in the Title III Court, (h) Motion of Salud Integral en la Montana, Corporacion de
Servicios de Salud y Medicina Avanzada, Neomed Center, Mgmt. Health Center, HPM
Foundation, Morovis Community Health Center and Concilio de Salud Integral de Loiza for
Allowance and Payment of Administrative Expense Claim, or in the Alternative, Relief from the
Automatic Stay, filed in the Commonwealth Title III Case [ECF No. 13582], (i) Motion of Atlantic
Medical Center, Inc., Camuy Health Services, Inc., Centro de Salud familiar Dr. Julio Palmieri

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Ferri, Inc., Ciales Primary Health Care Services, Inc., Corp. de Serv. Medicos Primarios y
Prevencion de Hatillo, Inc., Costa Salud, Inc., Centro de Salud de Lares, Inc., Centro de Servicios
Primarios de Salud de Patillas, Inc. and Hospital General Costoner, Inc. Seeking (I) Enforcement
of the Court’s Prior Order and (II) Relief from the Automatic Stay, filed in the Commonwealth
Title III Case [ECF. No. 12918], (j) Motion for Relief from Stay, filed in the Commonwealth Title
III Case [ECF No. 13748], and (k) any litigation, adversary proceeding or motion with respect to
the Med Center Claims at issue in the Commonwealth Title III Case or any of the above-
referenced Med Center Litigations.

1.334 Med DC Action: The litigation styled Rio Grande Cmty. Health Ctr. Inc., et al.
v. Commonwealth of Puerto Rico, et al., Case No. 03-1640 (GAG), currently pending in the
United States District Court for the District of Puerto Rico.

1.335 MFA: Puerto Rico Municipal Finance Agency.

1.336 Monolines: Collectively, Ambac, Assured, FGIC, National and Syncora, as

insurers of GO Bonds, PBA Bonds, HTA Bonds, CCDA Bonds, PRIFA Bonds or other Claims or
securities issued by the Debtors, as applicable.

1.337 Monthly Benefit Modification: Zero Dollars ($0.00).

1.338 National: National Public Finance Guarantee Corporation.

1.339 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.

1.340 National Acceleration Price: With respect to any National Insured Bonds, an
amount equal to the outstanding principal amount of such National 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 Effective Date.

1.341 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.

1.342 National Commutation Consideration: A combination of some or all of the

following, to be selected at National’s sole discretion 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 PSA Restriction Fee allocable 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.

1.343 National Commutation Treatment: The treatment set forth in Section 72.2(a)
hereof.

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1.344 National CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising
from HTA Bonds insured by National.

1.345 National Escrow Account: A single escrow account that may be formed, on or
prior to the Effective Date, by the Commonwealth or PBA, for the benefit of the beneficial holders
of National Insured Bonds whose National Plan Consideration is deposited therein, the terms of
which shall be set forth in the Plan Supplement.

1.346 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.

1.347 National Insured Bond Claims: Collectively, the Claims arising from the
National Insured Bonds, including any Vintage CW Guarantee Bond Claims (National).

1.348 National Insured Bonds: Collectively, the GO Bonds and the PBA 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.

1.349 National Non-Commutation Treatment: The treatment set forth in Article

72.2(b) hereof.

1.350 National Plan Consideration: The consideration allocable or distributable to

holders of Allowed Vintage PBA Bond Claims (National), Allowed Vintage CW Bond Claims
(National), and Allowed Vintage CW Guarantee Bond Claims (National), as the case may be.

1.351 National Treatment: With respect to each Class of National Insured Bond
Claims, the treatment set forth in Article LXXV hereof.

1.352 National Trust: The trust(s) which may be formed, on or prior to the Effective
Date, by the Commonwealth or PBA, 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.

1.353 Net Allowed ERS Bond Claims: Collectively, (a) Allowed ERS Bond Claims
minus (b) the amount of adequate protection payments received by a holder of such Allowed ERS
Bond Claims from and after the ERS Petition Date, calculated on a CUSIP-by-CUSIP basis.

1.354 Net CW Cash Consideration: The amount of Cash equal to Five Hundred
Seventy-Five Million Dollars ($575,000,000.00) in Cash, minus (a) up to Fifteen Million Dollars
($15,000,000.00), as determined by the Creditors’ Committee at or prior to the Confirmation
Hearing in its sole and absolute discretion, as necessary to fund the administration and operation of
the Avoidance Actions Trust, (b) such amounts paid to compensate the Creditors’ Committee
appointees to the Avoidance Actions Trust Board and their counsel in connection with their review

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and analysis of the claims reconciliation process in accordance with Article LXXXII of the Plan,
which under all circumstances shall not exceed, on an annual basis, Three Million Dollars
($3,000,000.00), and (c) such amount of Cash as is necessary to satisfy the payment of Allowed
Convenience Claims in accordance with Article LXXII of the Plan,

1.355 Net Tax-Supported Debt: Any Tax-Supported Debt, excluding any (a) Debt
guaranteed by the full faith, credit and taxing power of the Commonwealth that is not payable from
or secured by Debt Policy Revenues requiring its continued payment from non-Debt Policy
Revenues, to the extent that the Commonwealth’s guarantee has not been drawn upon in the five
(5) most recently completed FYs, (b) Debt being refinanced through the proceeds of the proposed
bond or note issuance, and (c) Debt and obligations expressly excluded from the calculation of the
Comprehensive Cap in Section 74.4 hereof.

1.356 New GO 5.0% CABs: Collectively, the series of general obligation capital
appreciation bonds, accreting interest at the rate of five percent (5%) per annum, to be issued
pursuant to the Plan as components of New GO Bonds and to be distributed pursuant to the terms
and provisions of the Plan.

1.357 New GO 5.375% CABs: Collectively, the series of general obligation capital
appreciation bonds, accreting interest at the rate of five and three hundred seventy-five one
thousandths percent (5.375%) per annum, to be issued pursuant to the Plan as components of New
GO Bonds and to be distributed pursuant to the terms and provisions of the Plan.

1.358 New GO Bonds: Collectively, (a) New GO CIBs, (b) New GO 5.375% CABs,
and (c) New GO 5.0% CABs, issued as general obligation bonds, 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, to be issued on the Effective Date by
the Commonwealth in accordance with the terms and conditions of the Plan, the Confirmation
Order, the New GO Bonds Indenture, and the New GO Bonds Legislation, including, without
limitation, any refunding bonds which may be issued in accordance with the New GO Bonds
Indenture and the New GO Bonds Legislation.

1.359 New GO Bonds Indenture: The indenture to be executed and delivered as of the
Effective Date pursuant to which the Commonwealth shall issue the New GO Bonds, 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.

1.360 New GO Bonds Legislation: Act 53-2021, the legislation enacted authorizing
certain transactions contemplated by, and consistent with, the Plan, including, without limitation,
legislation authorizing the issuance of the New GO Bonds consistent with the terms set forth
herein and in the GO/PBA Plan Support Agreement.

1.361 New GO Bonds Trustee: The trustee or replacement trustee, as the case may be,
appointed in accordance with the terms and conditions of the New GO Bonds Indenture.

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1.362 New GO CIBs: Collectively, the series of general obligation current interest
bonds to be issued pursuant to the Plan as components of the New GO Bonds and to be distributed
pursuant to the terms and provisions of the Plan.

1.363 New GO Refunding Bonds: The securities which may be issued by Reorganized
Commonwealth from and after the Effective Date, for the purpose of refinancing, in whole or in
part, New GO Bonds or securities previously issued to refinance New GO Bonds, provided that,
(a) the final maturity date on any such refinancing securities shall not be later than thirty (30) years
from the original scheduled final maturity date of the New GO Bonds, and (b) upon the issuance of
any such securities, the annual debt service due in the then-current and each future fiscal year on
all New GO Bonds and New GO Refunding Bonds outstanding after the issuance of the New GO
Refunding Bonds shall be equal to or less than the annual debt service due in the then-current and
each future fiscal year through FY 2046, respectively, on all New GO Bonds and New GO
Refunding Bonds outstanding prior to such issuance.

1.364 New HTA Bonds: Collectively, the bonds to be issued on the HTA Effective
Date by 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.

1.365 New HTA Bonds Indenture: The indenture or resolution to be executed and
delivered as of the HTA Effective Date pursuant to which HTA shall issue the New HTA Bonds,
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, which
indenture or resolution shall be reasonably satisfactory to Assured and National. .

1.366 Non-Own Source Revenues: Collectively, the revenues of the Commonwealth

received from the United States government or any agencies or instrumentalities thereof.

1.367 Notas de Ahorro: Collectively, savings notes issued by the Commonwealth

pursuant to Act No. 7 of the Legislature of Puerto Rico, the payment of which is backed by the full
faith and credit of the Commonwealth.

1.368 OGP: The Office of Management and Budget of the Commonwealth.

1.369 Ordinary Course Employee Claim: A Claim held by an employee of the

Debtors related to ordinary course employment matters, including, without limitation, a Claim
related to termination, holiday pay, vacation, sick leave, back-pay, or other similar Claims;
provided, however, that, an “Ordinary Course Employee Claim” shall not include Claims related to
retiree benefits.

1.370 Outperformance Condition: The amount that Measured SUT exceeds the
“Outperformance Metric”, as defined in the Settlement Summary annexed as Exhibit “I” to the
GO/PBA Plan Support Agreement, in any FY.

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1.371 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.

1.372 Oversight Board: The Financial Oversight and Management Board for Puerto
Rico established pursuant to Section 101 of PROMESA, as the Debtors’ representative in their
respective Title III Cases pursuant to Section 315(b) of PROMESA.

1.373 Participant: A current, former, active, inactive, or disabled employee who holds
an accrued claim for one or more retirement benefits on account of being or having been a
participant in ERS, JRS, or TRS, together with its beneficiaries, if any.

1.374 PayGo: The pay-as-you-go pension system created in accordance with Act 106
of 2017.

1.375 PBA: Puerto Rico Public Buildings Authority.

1.376 PBA Administrative Expense Claim: The Claim of PBA against the
Commonwealth relating to the Commonwealth’s use and occupancy of PBA Property during the
period from the commencement of the Commonwealth’s Title III Case up to and including the
Effective Date.

1.377 PBA Bond Claims: Collectively, the Claims against PBA arising from or
relating to the PBA Bonds, including the Vintage PBA Bond Claims, the Vintage PBA Bond
Claims (Ambac), the Vintage PBA Bond Claims (Assured), the Vintage PBA Bond Claims
(National), the Vintage PBA Bond Claims (FGIC), the Vintage Bond Claims (Syncora), the 2011
PBA Bond Claims, the 2012 PBA Bond Claims, and the Retail PBA Bond Claims.

1.378 PBA Bond Distribution: The distribution of Cash to holders of Allowed PBA
Bond Claims in an amount equal to the Allowed PBA Administrative Expense Claim.

1.379 PBA Bonds: Collectively, the 2011 PBA Bonds, the 2012 PBA Bonds and the
Vintage PBA Bonds.

1.380 PBA Cash: One Billion Seventy-Three Million Dollars ($1,073,000,000.00), the
amount paid by the Commonwealth in connection with the compromise and settlement of the
Allowed PBA Administrative Expense Claim.

1.381 PBA/DRA Secured Claim: Collectively, the loans allegedly made by GDB to
PBA, which, as of the PBA Petition Date, were in the outstanding principal amount of Sixty-Eight
Million Six Hundred Fifty-Three Thousand Two Hundred Ninety-Seven Dollars and Sixty-Nine
Cents ($68,653,297.69), the repayment of which is asserted to be secured by the proceeds of the
sale or disposition of certain PBA Property and subordinated to all rights and recoveries with
respect to the PBA Bonds.

1.382 PBA/DRA Unsecured Claim: Collectively, the subordinated loans allegedly

made by GDB, to PBA, which, as of the PBA Petition Date, were in the outstanding principal

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amount of One Hundred Thirty-Eight Million Six Hundred Seventy-Eight Thousand Nine Hundred
Thirty-Five Dollars and Seventy-One Cents ($138,678,935.71).

1.383 PBA General Unsecured Claim: A Claim against PBA, other than a PBA Bond
Claim, a PBA/DRA Secured Claim and a PBA/DRA Unsecured Claim, but including Ordinary
Course Employee Claims against PBA.

1.384 PBA Litigation: The adversary proceeding styled The Financial Oversight &
Management Board of Puerto Rico v. Puerto Rico Public Buildings Authority, Adv. Proc. No. 18-
00149, currently pending in the Title III Court.

1.385 PBA Petition Date: September 27, 2019, the date on which the PBA Title III
Case was commenced.

1.386 PBA Property: All property for which any right, title or interest currently resides
in PBA, including, without limitation, the buildings and other facilities owned or leased by PBA.

1.387 PBA 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 Puerto Rico Public Buildings Authority, Case No. 19-5523-LTS (D.P.R).

1.388 Pension Reserve Deed of Trust: The deed of trust to be executed and delivered
on or prior to the Effective Date, reasonably acceptable to the Government of Puerto Rico, the
Retiree Committee, and labor organizations party to plan support agreements for the Plan,
substantially in the form included in the Plan Supplement, providing for, among other things,
creating the Pension Reserve Trust and providing for the terms for the deposit and withdrawal of
monies in the Pension Reserve Trust for the benefit of the Retirees.

1.389 Pension Reserve Trust: The reserve trust to be created in accordance with the
terms and conditions of Article LXXXIII hereof, which reserve trust shall be utilized for payment
of the Commonwealth’s pension obligations under Act 106 and which shall not be subject to
taxation by the Commonwealth.

1.390 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.

1.391 PFC: Puerto Rico Public Finance Corporation.

1.392 Plan: This Modified Eighth Amended Title III Joint Plan of Adjustment of the
Commonwealth of Puerto Rico, et al., 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.

1.393 Plan Supplement: A separate volume, to be filed with the Clerk of the Title III
Court, including, among other documents, forms of the New GO Bonds and the CVIs and, if not

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previously enacted, the draft of the New GO Bonds Legislation and the CVI Legislation,
respectively, which, in each case, shall be in form and substance reasonably satisfactory to
AAFAF, the Constitutional Debt Group, the GO Group, the LCDC, the QTCB Group, Ambac,
Assured, FGIC, National, and Syncora, and, solely with respect to the provisions affecting Classes
54, 58, 66, and 68, 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 Plan as if set forth herein in full.

1.394 Ports: Ports of the Americas Authority.

1.395 PRASA: Puerto Rico Aqueduct and Sewer Authority.

1.396 PREPA: The Puerto Rico Electric Power Authority.

1.397 PRIDCO: Puerto Rico Industrial Development Company.

1.398 PRIFA: Puerto Rico Infrastructure Financing Authority.

1.399 PRIFA BANs: Collectively, the PRIFA Bond Anticipation Notes, Series 2015,
issued pursuant to that certain Trust Agreement dated March 2015, between PRIFA and the PRIFA
BANs Trustee.

1.400 PRIFA BANs Commonwealth Guaranty: That certain Guaranty Agreement,

dated as of March 1, 2015, made by the Commonwealth to and for the benefit of RBC Municipal
Products, LLC, as initial purchaser, and for the benefit of the PRIFA BANs Trustee.

1.401 PRIFA BANs Litigation: The litigation styled The Financial Oversight and
Management Board for Puerto Rico v. The Bank of New York Mellon, et al., Adv. Pro. No. 19-
AP-269-LTS, currently pending in the Title III Court.

1.402 PRIFA BANs Trustee: The Bank of New York Mellon, solely in its capacity as
trustee, paying agent, and registrar with respect to the PRIFA BANs.

1.403 PRIFA Bond Claims: Collectively, the Claims against PRIFA arising from or
relating to the PRIFA Bonds.

1.404 PRIFA Bonds: Collectively, the following bonds issued by PRIFA: (a) Special
Tax Revenue Bonds, Section 2005A, issued in the original principal amount of Three Hundred
Nine Million One Hundred Two Thousand Five Hundred Seventy-Seven Dollars and Thirty-Five
Cents ($309,102,577.35), (b) Special Tax Revenue Bonds, Series 2005B, issued in the original
principal amount of Three Hundred Twenty-Four Million Six Hundred Twenty-Five Thousand
Dollars ($324,625,000.00), (c) Special Tax Revenue Refunding Bonds, Series 2005C, issued in the
original principal amount of Six Hundred Ninety-Nine Million Two Hundred Thirty-Five
Thousand Three Hundred Thirty-Eight Dollars and Eighty Cents ($699,235,338.80), and (d)

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Special Tax Revenue Bonds, Series 2006, issued in the original principal amount of Four Hundred
Sixty-Nine Million Seven Hundred Seventy Thousand Dollars ($469,770,000.00).

1.405 PRIFA Clawback CVI: The series or subseries of contingent value instrument,
the payment for which the Commonwealth shall have pledged its full faith, credit and taxing power
pursuant to Article VI of the Puerto Rico Constitution and applicable Puerto Rico law, as more
fully described in (a) Annex 4 of Exhibit “J” annexed hereto as twenty-seven percent (27%) of the
Clawback CVIs and (b) the Settlement Summary annexed hereto as Exhibit “M” including the
Rum Tax CVI to be issued on the Effective Date by the Commonwealth to the holders of PRIFA
Bond Claims in accordance with the terms and conditions hereof, the Plan, the Confirmation
Order, the PRIFA Order, the CVI Legislation, and the Clawback CVI Indenture.

1.406 PRIFA Distribution Conditions: Collectively, (a) the Effective Date shall have
occurred, (b) the documentation of the PRIFA Plan, the PRIFA Order, the CVI Indenture, and the
Custodial Trust Documents, as applicable, shall have been agreed upon by the Oversight Board,
Ambac, and FGIC, and (c) holders of, or insurers entitled to vote with respect to the PRIFA Bonds,
holding or insuring, as the case may be, at least seventy percent (70%) of the outstanding principal
amount of the PRIFA Bonds shall have executed the PRIFA 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 PRIFA Order, the condition set forth in subsection (c) shall be
deemed satisfied.

1.407 PRIFA Order: The order of the Title III Court either (a) confirming a plan of
adjustment for PRIFA in the event a Title III case is commenced by the Oversight Board on behalf
of PRIFA in the Title III Court, or (b) approving a qualifying modification under Title VI of
PROMESA on behalf of PRIFA.

1.408 PRIFA Plan: As determined by the Oversight Board, upon consultation with
AAFAF, either (a) in the event that a Title III case is commenced by the Oversight Board on behalf
of PRIFA in the Title III Court, the plan of adjustment filed by the Oversight Board and confirmed
by the Title III Court pursuant to the PRIFA Order, or (b) in the event that Ambac or FGIC
propose to the Oversight Board a modification of the PRIFA Bonds under Title VI of PROMESA
consistent with the terms and conditions set forth in the Settlement Summary annexed as Exhibit
“F” to the PRIFA Plan Support Agreement, the application to approve such qualifying
modification filed by the Oversight Board.

1.409 PRIFA Plan Support Agreement: That certain PRIFA Related Plan Support
Agreement, dated as of July 27, 2021, by and among the Oversight Board and the PRIFA PSA
Creditors, as it may be amended, modified, or supplemented in accordance with the terms thereof.

1.410 PRIFA PSA Creditors: Collectively, the parties to the PRIFA Plan Support
Agreement, other than the Oversight Board.

1.411 Professional: An Entity (a) to be compensated for services rendered prior to or

on the Effective Date pursuant to Sections 316 and 317 of PROMESA, and (i) employed in the
Title III Cases by the Government Parties (in the Government Parties’ sole discretion); (ii)

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employed in the Title III Cases 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.

1.412 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 Confirmation Date under Sections 316 and 317 of PROMESA.

1.413 Projected Fiscal Plan Surplus: The projected primary unrestricted Fiscal Plan
Surplus as set forth in the Fiscal Plan as in effect as of the Effective Date minus the sum of (a)
projected CVI payments for such FY and (b) the positive difference, if any, of projected Non-Own
Source Revenues minus actual Non-Own Source Revenues for such FY; provided, however, that,
in the event of (i) a federally-declared natural disaster, or (ii) a federally – declared pandemic other
than the current Covid-19 pandemic in any FY, upon the filing of a motion by the Government of
the Commonwealth of Puerto Rico, and upon notice and a hearing, “Projected Fiscal Plan Surplus”
shall be reduced by the amount of any actual reduction in revenues for such FY as compared to
projected revenues for such FY as set forth in the Fiscal Plan in effect on the Effective Date,
whether or not the council acting on behalf of the Pension Reserve Trust agrees to such reduction,
in the event that the Title III Court determines, by entry of a Final Order, that the amount of such
reduction is directly attributable to such natural disaster or pandemic.

1.414 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.

1.415 Pro Rata Share: With respect to Allowed Claims (a) among and within Classes
within the same Bond Recovery Category set forth in Exhibit “L” hereto, the proportion that an
Allowed Claim bears to the sum of all Allowed Claims within such Class (or within all Classes
within such Bond Recovery Category, as applicable), taking into account, and reducing for,
unmatured interest thereon as of the Commonwealth Petition Date or the PBA Petition Date, as the
case may be, with respect to individual bonds within such Class, and (b) among more than one
Class, but not within the same Bond Recovery Category, 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.

1.416 PSA Creditors: Collectively, the GO/PBA PSA Creditors and the HTA/CCDA
PSA Creditors.

1.417 PSA Restriction Fees: Collectively, the GO/PBA Restriction Fee and the CCDA
Restriction Fee.

1.418 Puerto Rico Investor: A holder of a CW Bond Claim, a PBA Bond Claim, or a
CW Guarantee Bond Claim that is, or that is wholly owned by or the sole beneficial owner of
which is, a natural person(s) and resident(s) of the Commonwealth of Puerto Rico for purposes of
payment of Puerto Rico personal income taxes (as determined by the Oversight Board in its sole

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and absolute discretion); provided, however, that “Puerto Rico Investor” shall not include any
holder of a GO Bond or a PBA Bond, the payment of principal and interest of which is insured by
Ambac, Assured, FGIC, National, or Syncora.

1.419 QTCB Group: The QTCB Noteholder Group consisting of Canyon Capital
Advisors LLC, Sculptor Capital LP, and Davidson Kempner Capital Management LP, each on
behalf of itself or on behalf of its participating clients or certain of its respective managed funds
and, in each case, their respective successors and assigns with respect to transfers made in
accordance with the terms and conditions of the GO/PBA Plan Support Agreement.

1.420 Related Persons: With respect to (a) any of the Debtors (including for the
avoidance of doubt, the Commonwealth and the Government Parties), including, without
limitation, its predecessors, successors and assigns (whether by operation of law or otherwise) and
any and all Professionals retained by the Debtors and AAFAF), or other representatives, nominees
or investment managers, each acting in such capacity, and any Entity claiming by or through any
of them each in its respective capacity as such, (b) with respect to each of the Creditors’
Committee and the Retiree Committee, its successors and assigns (whether by operation of law or
otherwise) and their respective current and former members, 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, including their respective counsel
and advisors, in each case, solely to the extent acting in such capacity, and (c) solely in connection
with (i) the releases given by the Debtors pursuant to the terms and provisions of Sections 92.2 and
92.5 of the Plan, and (ii) the exculpation provided pursuant to the terms and provisions of Sections
92.7(b) and 92.7(f) of the Plan, with respect to each of the PSA Creditors, AFSCME, Ambac,
Assured, FGIC, National, and Syncora, their 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; provided, however, that “Related Persons” is not intended, nor shall it be
construed, to include AFICA, CCDA, COFINA, COSSEC, HTA, MBA, MFA, PFC, PRASA,
PRIDCO, PRIFA, UPR and PREPA.

1.421 Released Claims: Collectively, (a) with respect to those Entities party to the
GO/PBA Plan Support Agreement, the HTA/CCDA Plan Support Agreement, and the PRIFA Plan
Support Agreement, Claims and Causes of Action released hereunder and in accordance with the
GO/PBA Plan Support Agreement, the HTA/CCDA Plan Support Agreement, and the PRIFA Plan
Support Agreement, respectively, (b) Claims and Causes of Action that arise in, are related to or
have been or could have been asserted against the Debtors or their Assets in the Title III Cases,
(c) Claims and Causes of Action that have been or could have been asserted by the Debtors (with
respect to releases given by the Debtors) 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

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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, and (e) Claims that otherwise arise from or relate to the Title III Cases, the Plan, the
GO/PBA Plan Support Agreement, the HTA/CCDA Plan Support Agreement, the PRIFA Plan
Support Agreement, Retiree Committee Plan Support Agreement, the AFSCME Plan Support
Agreement, any plan support agreement with AMPR, the ERS Stipulation, the 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 Debtors 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, 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 Confirmation Order or the Plan,
including, without limitation, performance of obligations arising from or related to New GO
Bonds, the New Refunding Bonds, the 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 AFICA, CCDA, COFINA, COSSEC, HTA, MBA, MFA, PFC, PRASA, PRIDCO, PRIFA,
UPR, and PREPA.

1.422 Released Parties: Collectively, solely to the extent provided in the Plan or the
Confirmation Order, (a) the Government Parties, (b) the PSA Creditors, (c) the Retiree Committee,
(d) the Creditors’ Committee, (e) AFSCME, and (f) with respect to the foregoing clauses (a)
through (e), each of their respective Related Persons.

1.423 Releasing Parties: Collectively, solely to the extent provided in the Plan, (a) all
holders of Claims against the Debtors or their 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.

1.424 Reorganized Commonwealth: The Commonwealth, from and after the

Effective Date.

1.425 Reorganized Debtors: The Debtors, from and after the Effective Date.

1.426 Reorganized Debtors’ By-Laws: The by-laws of the Debtors, to the extent
applicable, from and after the Effective Date.

1.427 Restriction Fee Creditors: Collectively, the CCDA Restriction Fee Creditors
and the Initial GO/PBA PSA Restriction Fee Creditors or the GO/PBA Joinder Creditors, as
applicable.

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1.428 Retail 2011 CW Bond Claim: A 2011 CW Bond Claim held by a Retail
Investor, provided that the aggregate amount of such holder’s GO Bonds is equal to or less than
One Million Dollars ($1,000,000.00).

1.429 Retail 2011 CW Series D/E/PIB Bond Claim: A Claim of 2011 CW Series
D/E/PIB Bond Claim held by a Retail Investor, provided that the aggregate amount of such
holder’s GO Bonds is equal to or less than One Million Dollars ($1,000,000.00).

1.430 Retail 2011 PBA Bond Claim: A 2011 PBA Bond Claim held by a Retail
Investor, provided that the aggregate amount of such holder’s PBA Bonds is equal to or less than
One Million Dollars ($1,000,000.00).

1.431 Retail 2012 CW Bond Claim: A 2012 CW Bond Claim held by a Retail
Investor, provided that the aggregate amount of such holder’s GO Bonds is equal to or less than
One Million Dollars ($1,000,000.00).

1.432 Retail 2012 PBA Bond Claim: A 2012 PBA Bond Claim held by a Retail
Investor, provided that the aggregate amount of such holder’s PBA Bonds is equal to or less than
One Million Dollars ($1,000,000.00).

1.433 Retail 2014 CW Bond Claim: A 2014 CW Bond Claim held by a Retail
Investor, provided that the aggregate amount of such holder’s GO Bonds is equal to or less than
One Million Dollars ($1,000,000.00).

1.434 Retail CW Bond Claims: Collectively, the Retail Vintage CW Bond Claims, the
Retail 2011 CW Bond Claims, the Retail CW Series 2011 D/E/PIB Bond Claims, the Retail 2012
CW Bond Claims and the Retail 2014 CW Bond Claims.

1.435 Retail Investor: An individual who purchased GO Bonds, PBA Bonds and/or
CW Guarantee Bond Claims for his or her own brokerage account, trust account, custodial account
or in a separately managed account, with aggregate holdings in an amount less than One Million
Dollars ($1,000,000.00); provided, however, that “Retail Investor” shall not include any individual
in his or her capacity as a holder of a GO Bond or a PBA Bond (a) the payment of principal and
interest of which is insured by Ambac, Assured, FGIC, National or Syncora, or (b) who tendered
for exchange such GO Bond or PBA Bond, as the case may be, in accordance with the terms and
provisions of Article II of the GO/PBA Plan Support Agreement, in which case, such individual
shall be deemed a holder of GO Bonds or PBA Bonds in the applicable Class of GO Bonds or PBA
Bonds, as the case may be, not held by Retail Investors.

1.436 Retail PBA Bond Claims: Collectively, the Retail Vintage PBA Bond Claims,
the Retail 2011 PBA Bond Claims, and the Retail 2012 PBA Bond Claims.

1.437 Retail Support Fee: Collectively, that portion of the fees to be made available to
Retail Investors, in accordance with the terms and provisions of the GO/PBA Plan Support
Agreement, the Plan, and the Confirmation Order, which fees, in the aggregate, shall not exceed
Fifty Million Dollars ($50,000,000.00); provided, however, that, notwithstanding the foregoing, in

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accordance with the provisions of the GO/PBA Plan Support Agreement, Section 3.6 hereof and
the Confirmation Order, such aggregate amount may be decreased on account of the Retail Support
Fee Return, with the aggregate amount of the Retail Support Fee Return being redistributed in
accordance with the provisions of the GO/PBA Plan Support Agreement, Section 3.6 hereof and
the Confirmation Order.

1.438 Retail Support Fee Return: Collectively, that portion of the Retail Support Fee
not allocated to classes of Retail Investors, which portion is then payable and reallocated to Initial
GO/PBA PSA Restriction Fee Creditors and members of Retail Investor Classes that voted to
accept the Plan in accordance with the provisions of Section 3.6 hereof and the Confirmation
Order.

1.439 Retail Vintage CW Bond Claim: A Vintage CW Bond Claim held by a Retail
Investor, provided that the aggregate amount of such holder’s GO Bonds is equal to or less than
One Million Dollars ($1,000,000.00).

1.440 Retail Vintage PBA Bond Claim: A Vintage PBA Bond Claim held by a Retail
Investor, provided that the aggregate amount of such holder’s PBA Bonds is equal to be less than
One Million Dollars ($1,000,000.00).

1.441 Retired ERS Participant Above-Threshold Claim: An ERS Participant Claim

held by a Retiree (a) with respect to whom (i) the total monthly benefit as of April 1, 2021 or (ii)
the future benefit payable under Act 70-2010 or Act 211-2015 is greater than the Threshold, or (b)
who benefits from Act 127-1958.

1.442 Retired ERS Participant Below-Threshold Claim: An ERS Participant Claim

held by a Retiree (a) with respect to whom (i)the total monthly benefit as of April 1, 2021 or (ii)
the future benefit payable under Act 70-2010 or Act 211-2015 is equal to or less than the
Threshold, or (b) who does not benefit from Act 127-1950.

1.443 Retired JRS Participant Above-Threshold Claim: A JRS Participant Claim

held by a Retiree with respect to whom the total monthly benefit as of April 1, 2021 is greater than
the Threshold.

1.444 Retired JRS Participant Below-Threshold Claim: A JRS Participant Claim

held by a Retiree with respect to whom the total monthly benefit as of April 1, 2021 is equal to or
less than the Threshold.

1.445 Retired TRS Participant Above-Threshold Claim: A TRS Participant Claim

held by a Retiree with respect to whom the total monthly benefit as of April 1, 2021 is greater than
the Threshold.

1.446 Retired TRS Participant Below-Threshold Claim: A TRS Participant Claim

held by a Retiree with respect to whom the total monthly benefit as of April 1, 2021 is equal to or
less than the Threshold.

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1.447 Retiree: A person who, as reflected in the records of ERS, JRS, or TRS, as
applicable, as of April 1, 2021, receives a pension or annuity as a Participant in ERS, JRS or TRS;
provided, however, that, under no circumstances shall a “Retiree” include a former employee of
the Government of Puerto Rico who left public service before vesting in any pension benefits and
who was not reimbursed for such person’s contributions to ERS, JRS or TRS up to and including
the date of separation.

1.448 Retiree Claim: An ERS Participant Claim, a JRS Participant Claim or a TRS
Participant Claim held by a Retiree.

1.449 Retiree Committee: The committee of retired former employees of the

Commonwealth, its agencies and instrumentalities appointed by the Office of the United States
Trustee in the Commonwealth Title III Case.

1.450 Retiree Committee Plan Support Agreement: That certain Plan Support
Agreement, dated as of June 7, 2019, by and between the Debtor, by and through the Oversight
Board, pursuant to Section 315(b) of PROMESA, and the Retiree Committee, as may be amended
or supplemented by the parties thereto.

1.451 Rum Tax CVI: The contingent value instrument, as more fully described in the
Settlement Summary annexed as Exhibit “M” annexed hereto, to be issued on the Effective Date
by the Commonwealth in accordance with the terms and conditions of the Plan, the PRIFA Plan,
the Confirmation Order, the PRIFA Order, and the Rum Tax CVI Indenture.

1.452 Rum Tax CVI Indenture: The indenture to be executed and delivered on or
prior to the Effective Date pursuant to which the Commonwealth shall issue the Rum Tax CVI,
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, which
indenture may be part of, or included in, the CVI Indenture.

1.453 Sales Tax: The sales and use tax, including any replacement or similar sales and
use tax, imposed by the government of Puerto Rico pursuant to Sections 4020.01 and 4020.02 of
Subchapter D of Act No. 1-2011, as amended, and known as the Internal Revenue Code for a New
Puerto Rico.

1.454 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.

1.455 SEC: The United States Securities and Exchange Commission,

1.456 Section 510(b) Subordinated Claim: Any Claim, to the extent determined
pursuant to a Final Order, against the Debtors’ or their Assets arising from or relating to
(a) rescission of a purchase or sale of an existing security of a Debtor or an Affiliate of a 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.

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1.457 Securities Act: The Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, as amended,
or any similar federal, state, or local law.

1.458 Solicitation Agent: Prime Clerk LLC, the notice, claims, and solicitation agent
retained by the Debtors in the Title III Cases by Title III Court order.

1.459 SPU: Servidores Publicos Unidos.

1.460 Substitute Measured Tax: All or a portion of a tax of general applicability

throughout the Commonwealth that, through a change in law or through executive or judicial
action, is designated or enacted in full substitution of the Measured SUT or otherwise constitutes
like or comparable measure of economic activity within the Commonwealth, in each case in
accordance with the terms of the CVI Legislation and the CVI Indenture.

1.461 Syncora: Syncora Guarantee Inc., or its successor or designee.

1.462 Syncora Acceleration Price: With respect to any Syncora Insured Bonds, an
amount equal to the outstanding principal amount of such Syncora 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 Effective Date.

1.463 Syncora Certificates: With respect to each Syncora Trust that is formed for the
benefit of the beneficial holders of a Syncora Insured Bonds CUSIP, the certificate(s) or receipt(s)
to be issued by such Syncora Trust to beneficial holders of such Syncora Insured Bonds CUSIP
that are deposited into such Syncora Trust.

1.464 Syncora Commutation Consideration: A combination of some or all of the

following, to be selected at Syncora’s sole discretion prior to the commencement of the Disclosure
Statement Hearing: (i) some or all of a holder’s Pro Rata Share of the Plan Consideration; (ii) a
percentage, to be determined at Syncora’s sole discretion, of the Consummation Costs and/or the
PSA Restriction Fees allocable to Syncora; and (iii) Cash in an amount to be determined by
Syncora in its sole discretion.

1.465 Syncora Commutation Treatment: The treatment set forth in Section 75.3(a)
hereof.

1.466 Syncora Escrow Account: A single escrow account that will be formed, on or
prior to the Effective Date by the Commonwealth or PBA, at the sole cost and expense of Syncora,
and for the benefit of the beneficial holders of Syncora Insured Bonds whose Plan Consideration is
deposited therein.

1.467 Syncora Insured Bond Claims: Collectively, the Bond Claims arising from the
Syncora Insured Bonds, including, for the avoidance of doubt, any Vintage CW Guarantee Bond
Claims (Syncora).

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1.468 Syncora Insured Bonds: Collectively, the GO Bonds and the PBA Bonds that
have been insured by Syncora, including, without limitation, pursuant to a secondary market
insurance policy.

1.469 Syncora Insurance Policies: The existing insurance policies issued by Syncora
relating to the Syncora Insured Bonds, together with any and all agreements and other documents
related thereto.

1.470 Syncora Non-Commutation Treatment: The treatment set forth in Section

75.3(b) hereof.

1.471 Syncora Plan Consideration: The consideration allocable or distributable to

holders of Allowed Vintage PBA Bond Claims (Syncora), Allowed Vintage CW Bond Claims
(Syncora), and Allowed Vintage CW Guarantee Bond Claims (Syncora), as the case may be.

1.472 Syncora Treatment: With respect to each Class of Syncora Insured Bond
Claims, the treatment set forth in Article LXXV hereof.

1.473 Syncora Trust: With respect to each Syncora Insured Bonds CUSIP, a separate
trust or custodial arrangement that will be formed, on or prior to the Effective Date, by the
Commonwealth or PBA, at the sole cost and expense of Syncora and for the benefit of the
beneficial holders of such Syncora Insured Bonds CUSIP.

1.474 System 2000: The pension contribution system implemented in accordance with
Act No. 305-1999, codified at 3 L.P.R.A. §§786-1, et seq, or Act 3-2013.

1.475 System 2000 Participant Claim: A Claim that accrued under System 2000 or
Act 3, by a Participant whose hire date was on or after January 1, 2000.

1.476 Taxable Bond Distributions: Collectively, the Vintage Taxable Bond

Distribution, the 2011 CW Taxable Bond Distribution, the 2011 CW Series D/E/PIB Taxable Bond
Distribution, the 2012 CW Taxable Bond Distribution, the 2014 CW Taxable Bond Distribution,
the Vintage CW Guarantee Taxable Bond Distributions, the 2011 CW Guarantee Taxable Bond
Distribution, the 2012 CW Guarantee Taxable Bond Distribution, and the 2014 CW Guarantee
Taxable Bond Distribution.

1.477 Taxable Election CW Claims: Collectively, the Vintage CW Bond Claims

(Taxable Election), the Vintage CW Guarantee Bond Claims (Taxable Election), the 2011 CW
Bond Claims (Taxable Election), the 2011 CW Guarantee Bond Claims (Taxable Election), the
2011 CW Series D/E/PIB Bond Claims (Taxable Election), the 2012 CW Bond Claims (Taxable
Election), the 2012 CW Guarantee Bond Claims (Taxable Election), the 2014 CW Bond Claims
(Taxable Election) and the 2014 CW Guarantee Bond Claims (Taxable Election).

1.478 Taxable New GO Bonds: Collectively, the portion of the New GO Bonds in the
aggregate amount deemed necessary by the Oversight Board, after consultation with Section 103
tax counsel, to be issued as tax exempt under Puerto Rico law, but taxable in accordance with
Section 103 of the IRC, which New GO Bonds shall be issued as CIBs with an interest rate of five

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Exhibit A - Plan Page 88 of 305

percent (5.0%), payable semi-annually in arrears, and having a maturity of July 1, 2041 and be
made available to Puerto Rico Investors with respect to the first One Million Dollars
($1,000,000.00) of aggregate holdings of (a) PBA Bond Claims, (b) CW Bond Claims, and (c) CW
Guarantee Bond Claims (without duplication).

1.479 Tax Credit Claims: Collectively, Claims or rights, other than Energy Incentive
Claims and Claims related to the payment of personal income taxes, arising under the Puerto Rico
Internal Revenue Code of 2011, as amended, or an economic incentive law, concession, or decree,
in each case, resulting in corporate income tax credits, deductions, exemptions or carryforwards.

1.480 Tax-Supported Debt: Collectively, without duplication, (a) direct Debt of the
Commonwealth for the payment of which the full faith, credit and taxing power of the
Commonwealth has been pledged (including the New GO Bonds and CVIs), (b) Debt issued by
any Entity and guaranteed by the full faith, credit and taxing power of the Commonwealth, (c)
Debt issued by any Entity (including the COFINA Bonds), whether or not guaranteed by the
Commonwealth, that is secured by or payable from (i) Debt Policy Revenues or (ii) lease
agreements with the Commonwealth or any agency thereof, whether or not subject to annual or
periodic legislative appropriations, and (d) any other Debt identified as Tax-Supported Debt in the
Debt Management Policy; provided, however, that the following shall not be considered Tax
Supported Debt: (1) tax and revenue anticipation notes with a final maturity occurring within the
same FY of their issuance; and (2) Debt issued to respond directly to damage or destruction and
associated risks to the health, safety and welfare of the people of Puerto Rico caused by hurricanes,
earthquakes or other natural disasters, pandemics, terrorism and similar emergencies; and,
provided, further, and without limiting the foregoing, “Tax-Supported Debt” excludes (y) revenue
bonds of an Entity payable solely from user charges or securitization and transition charges
imposed upon customers or former customers of a utility or transportation system, including,
without limitation, the self-supporting Debt of PRASA, PREPA, HTA or any related securitization
entity, (z) any other Debt that is not payable from Debt Policy Revenues, pursuant to the Debt
Management Policy, in each case, to the extent such Debt is not guaranteed by the full faith, credit
and taxing power of the Commonwealth; and, provided, further, that, to the extent no provision or
clarification increases the Comprehensive Cap, including the secured and/or securitized debt
sublimit above the levels set forth in Section 74.4 hereof, the Debt Management Policy may
contain additional provisions and clarifications regarding which Debt is considered Tax-Supported
Debt consistent with the principles and objectives set forth therein.

1.481 Threshold: One Thousand Five Hundred Dollars ($1,500.00) per month.

1.482 Title III: Title III of PROMESA.

1.483 Title III Cases: Collectively, the Commonwealth Title III Case, the ERS Title III
Case, and the PBA Title III Case.

1.484 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.

1.485 TRS: Teachers Retirement System.

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1.486 Trustee Fiscal Agent: Each of the CCDA Trustee, the ERS Fiscal Agent, the
HTA Fiscal Agent, and the PRIFA BANs Trustee.

1.487 TRS Participant Claim: A Claim on account of being or having been a

Participant in TRS for (a) retiree benefits accrued as of May 3, 2017, and (b) any right to accrue
additional retiree benefits in TRS from and after the Effective Date.

1.488 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.

1.489 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 Debtors of an intent to accept a particular distribution, (c) responded to the
Debtors’ requests for information necessary to facilitate a particular distribution or (d) taken any
other action necessary to facilitate such distribution.

1.490 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 a Debtor, any of the Reorganized
Debtors, PREPA, HTA or any other agency or instrumentality of the Commonwealth.

1.491 Unexpired Lease: A lease of nonresidential real property to which one or more
of the Debtors 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.

1.492 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. 20-000068-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 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.

1.493 UPR: Universidad de Puerto Rico.

1.494 Vintage CW Bond Claim: A Claim against the Commonwealth on account of

Vintage CW Bonds, other than a Vintage CW Bond Claim (Ambac), a Vintage CW Bond Claim
(Assured), a Vintage CW Bond Claim (FGIC), a Vintage CW Bond Claim (National), a Vintage
CW Bond Claim (Syncora), or a Retail Vintage CW Bond Claim.

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1.495 Vintage CW Bond Claim (Ambac): A Claim against the Commonwealth on

account of Vintage CW Bonds, the payment of principal and interest of which has been insured by
Ambac.

1.496 Vintage CW Bond Claim (Assured): A Claim against the Commonwealth on

account of Vintage CW Bonds, the payment of principal and interest of which has been insured by
Assured, including pursuant to a secondary market insurance policy.

1.497 Vintage CW Bond Claim (FGIC): A Claim against the Commonwealth on

account of Vintage CW Bonds, the payment of principal and interest of which has been insured by
FGIC, including pursuant to a secondary market insurance policy.

1.498 Vintage CW Bond Claim (National): A Claim against the Commonwealth on

account of Vintage CW Bonds, the payment of principal and interest of which has been insured by
National.

1.499 Vintage CW Bond Claim (Syncora): A Claim against the Commonwealth on

account of Vintage CW Bonds, the payment of principal and interest of which has been insured by
Syncora.

1.500 Vintage CW Bond Claim (Taxable Election): A Vintage CW Bond Claim or a

Retail Vintage CW Bond Claim, the holder of which is a Puerto Rico Investor and has
affirmatively elected to receive a Taxable Bond Distribution; provided, however, that, in the event
that Taxable Bond Distributions are elected by Puerto Rico Investors holding CW Bond Claims
and CW Guarantee Bond Claims in excess of the Maximum Taxable Bond Election Amount, such
Vintage CW Bond Claim shall be a Vintage CW Bond Claim (Taxable Election) up to such
Vintage CW Bond Claim’s ratable share of the Maximum Taxable Bond Election Amount and the
remainder thereof shall be a Vintage CW Bond Claim.

1.501 Vintage CW Bond Recovery: The aggregate recovery by holders of Allowed

Vintage CW Bond Claims, Allowed Vintage CW Bond Claims (Ambac), Allowed Vintage CW
Bond Claims (Assured), Allowed Vintage CW Bond Claims (National), Allowed Vintage CW
Bond Claims (FGIC), Allowed Vintage CW Bond Claims (Syncora), and Allowed Retail Vintage
CW Bond Claims, consisting of (a) One Billion Nine Hundred Forty Million Four Hundred
Thirteen Thousand Five Hundred Seventy-Two Dollars and Sixty-Eight Cents ($1,940,413,572.68)
in Cash, (b) Two Billion Three Hundred Thirty-Six Million Two Hundred Twenty-Six Thousand
Eight Hundred Thirty Dollars ($2,336,226,830.00) in original principal amount of New GO CIBs,
(c) One Hundred Fifty-Four Million Six Hundred Eighty-Three Thousand Seventy Dollars and
Twenty-Five Cents ($154,683,070.25) in original principal amount of New GO 5.375% CABs, (d)
One Hundred Million Seven Hundred Fifty-Eight Thousand One Hundred Eighty-Two Dollars and
Ninety-Five Cents ($100,758,182.95) in original principal amount of New GO 5.0% CABs, and (e)
thirty-two and two hundred forty-four one thousandths percent (32.244%) of the GO CVIs.

1.502 Vintage CW Bonds: Collectively, the following bonds issued by the

Commonwealth: (a) the Public Improvement Bonds of 1998, issued in the original principal
amount of Five Hundred Million Dollars ($500,000,000.00); (b) the Public Improvement Bonds of

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1999, issued in the original principal amount of Four Hundred Seventy-Five Million Dollars
($475,000,000.00); (c) the Public Improvement Bonds of 2001, Series A, issued in the original
principal amount of Two Hundred Seventy-Four Million One Hundred Thirty-Five Thousand
Dollars ($274,135,000.00); (d) the Public Improvement Bonds of 2002, Series A, issued in the
original principal amount of Four Hundred Fifty-Five Million Dollars ($455,000,000.00); (e) the
Public Improvement Bonds of 2003, Series A, issued in the original principal amount of Four
Hundred Sixty Million Dollars ($460,000,000.00); (f) the Public Improvement Bonds of 2004,
Series A, issued in the original principal amount of Four Hundred Fifty-Seven Million One
Hundred Seventy-Five Thousand Dollars ($457,175,000.00); (g) the Public Improvement Bonds of
2005, Series A, issued in the original principal amount of Four Hundred Forty Million Four
Hundred Sixty Thousand Dollars ($440,460,000.00); (h) the Public Improvement Bonds of 2006,
Series A, issued in the original principal amount of Five Hundred Million Dollars
($500,000,000.00); (i) the Public Improvement Bonds of 2006, Series B, issued in the original
principal amount of Thirty-Nine Million Three Hundred Eighty Thousand Dollars
($39,380,000.00); (j) the Public Improvement Bonds of 2007, Series A, issued in the original
principal amount of Four Hundred Eight Million Eight Hundred Thousand Dollars
($408,800,000.00); (k) the Public Improvement Bonds of 2008, Series A, issued in the original
principal amount of Two Hundred Fifty Million Dollars ($250,000,000.00); (l) the Public
Improvement Refunding Bonds, Series 2011A, issued in the original principal amount of Three
Hundred Fifty-Six Million Five Hundred Twenty Thousand Dollars ($356,520,000.00); (m) the
Public Improvement Refunding Bonds, Series 1998, issued in the original principal amount of Five
Hundred Three Million Nine Hundred Sixty-Three Thousand Two Hundred Sixty-Four Dollars
($503,963,264.00); (n) the Public Improvement Refunding Bonds, Series 2000, issued in the
original principal amount of Fifty-Five Million Nine Hundred Ten Thousand Nine Hundred
Ninety-Three Dollars ($55,910,993.00); (o) the Public Improvement Refunding Bonds, Series
2001, issued in the original principal amount of Three Hundred Thirty-Seven Million Two
Hundred Thirty-Five Thousand Dollars ($337,235,000.00); (p) the Public Improvement Refunding
Bonds, Series 2002A, issued in the original principal amount of Eight Hundred Thirty-Seven
Million Nine Hundred Sixty Thousand Dollars ($837,960,000.00); (q) the Public Improvement
Refunding Bonds, Series 2003A, issued in the original principal amount of Eighty-Nine Million
Six Hundred Ten Thousand Dollars ($89,610,000.00); (r) the Public Improvement Refunding
Bonds, Series 2003C-7, issued in the original principal amount of One Hundred Ninety-Four
Million Six Hundred Ten Thousand Dollars ($194,610,000.00); (s) the Public Improvement
Refunding Bonds, Series 2006A, issued in the original principal amount of One Hundred One
Million Six Hundred Ninety-Five Thousand Dollars ($101,695,000.00); (t) the Public
Improvement Refunding Bonds, Series 2006B, issued in the original principal amount of Three
Hundred Thirty-Five Million Six Hundred Fifty Thousand Dollars ($335,650,000.00); (u) the
Public Improvement Refunding Bonds, Series 2007A, issued in the original principal amount of
Nine Hundred Twenty-Six Million Five Hundred Seventy Thousand Dollars ($926,570,000.00);
(v) the Public Improvement Refunding Bonds, Series 2007A-4, issued in the original principal
amount of Ninety-Three Million Eight Hundred Thirty-Five Thousand Dollars ($93,835,000.00);
(w) the Public Improvement Refunding Bonds, Series 2008A, issued in the original principal
amount of Seven Hundred Thirty-Five Million Fifteen Thousand Dollars ($735,015,000.00); (x)
the Public Improvement Refunding Bonds, Series 2008C, issued in the original principal amount
of One Hundred Ninety Million One Hundred Thirty-Five Thousand Dollars ($190,135,000.00);

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Exhibit A - Plan Page 92 of 305

(y) the Public Improvement Refunding Bonds, Series 2009A, issued in the original principal
amount of Three Million Four Hundred Twenty-Five Thousand Dollars ($3,425,000.00); (z) the
Public Improvement Refunding Bonds, Series 2009B, issued in the original principal amount of
Three Hundred Seventy-Two Million Six Hundred Eighty-Five Thousand Dollars
($372,685,000.00); (aa) the Public Improvement Refunding Bonds, Series 2009C, issued in the
original principal amount of Two Hundred Ten Million Two Hundred Fifty Thousand Dollars
($210,250,000.00), and (bb) Notas de Ahorro issued prior to 2011 in the outstanding principal
amount of Two Hundred Forty-Two Thousand Six Hundred Fifty Dollars ($242,650.00).

1.503 Vintage CW Guarantee Bond Claim: A Claim, other than a Vintage CW

Guarantee Bond Claim (Ambac), a Vintage CW Guarantee Bond Claim (Assured), a Vintage CW
Guarantee Bond Claim (National), a Vintage CW Guarantee Bond Claim (FGIC), and Vintage CW
Guarantee Bond Claim (Syncora) on account of the Commonwealth’s guarantee of Vintage PBA
Bonds; provided, however, that, solely for purposes of distribution under the Plan, the amount of a
holder’s Vintage CW Guarantee Bond Claim in respect of the Commonwealth’s guarantee of
Vintage PBA Bonds shall be measured as the amount of such holder’s Vintage PBA Bond Claim
minus the amount of such holder’s PBA Bond Distribution on account of Vintage PBA Bonds;
and, provided, further, that Vintage CW Guarantee Claims may include an obligation, other than a
Vintage PBA Bond Claim, for which the Commonwealth has pledged its good faith, credit and
taxing power as authorized by the Commonwealth Legislature on or prior to December 31, 2012.

1.504 Vintage CW Guarantee Bond Claim (Ambac): A Claim against the

Commonwealth on account of the Commonwealth’s guarantee of Vintage PBA Bond Claims, the
payment of principal and interest of which has been insured by Ambac.

1.505 Vintage CW Guarantee Bond Claim (Assured): A Claim against the

Commonwealth on account of the Commonwealth’s guarantee of Vintage PBA Bond Claims, the
payment of principal and interest of which has been insured by Assured, including pursuant to a
secondary market insurance policy.

1.506 Vintage CW Guarantee Bond Claim (FGIC): A Claim against the

Commonwealth on account of the Commonwealth’s guarantee of Vintage PBA Bond Claims, the
payment of principal and interest of which have been insured by FGIC, including pursuant to a
secondary market insurance policy.

1.507 Vintage CW Guarantee Bond Claim (National): A Claim against the

Commonwealth on account of the Commonwealth’s guarantee of Vintage PBA Bond Claims, the
payment of principal and interest of which have been insured by National.

1.508 Vintage CW Guarantee Bond Claim (Syncora): A Claim against the

Commonwealth on account of the Commonwealth’s guarantee of Vintage PBA Bond Claims, of
the payment of principal and interest of which has been insured by Syncora, including pursuant to
a secondary market insurance policy.

1.509 Vintage CW Guarantee Bond Claim (Taxable Election): A Vintage CW

Guarantee Bond Claim, the holder of which is a Puerto Rico Investor and has affirmatively elected

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Exhibit A - Plan Page 93 of 305

to receive a Taxable Bond Distribution; provided, however, that, in the event that Taxable Bond
Distributions are elected by Puerto Rico Investors holding CW Bond Claims and CW Guarantee
Bond Claims in excess of the Maximum Taxable Bond Election Amount, such Vintage CW
Guarantee Bond Claim shall be a Vintage CW Guarantee Bond Claim (Taxable Election) up to
such Vintage CW Guarantee Bond Claim’s ratable share of the Maximum Taxable Bond Election
Amount and the remainder thereof shall be a Vintage CW Guarantee Bond Claim.

1.510 Vintage CW Guarantee Bond Recovery: The aggregate recovery by holders of

Allowed Vintage CW Guarantee Bond Claims, Allowed Vintage CW Guarantee Bond Claims
(Ambac), Allowed Vintage CW Guarantee Bond Claims (Assured), Allowed Vintage CW
Guarantee Bond Claims (National), Allowed Vintage CW Guarantee Bond Claims (FGIC), and
Allowed Vintage CW Guarantee Bond Claims (Syncora), consisting of (a) Six Hundred Fifty-
Three Million Seven Hundred Eighty-Two Thousand One Hundred Seventy-Three Dollars and
Eighty-One Cents ($653,782,173.81) in Cash, (b) Seven Hundred Eighty-Seven Million One
Hundred Forty-Three Thousand Two Hundred Fifty-Six Dollars ($787,143,256.00) in original
principal amount of New GO CIBs, (c) Fifty-Two Million One Hundred Seventeen Thousand Two
Hundred Fifty-Seven Dollars and Fifty Cents ($52,117,257.50) in original principal amount of
New GO 5.375% CABs, (d) Thirty-Three Million Nine Hundred Forty-Eight Thousand Three
Hundred Eighty-Three Dollars and Seventeen Cents ($33,948,383.17) in original principal amount
of New GO 5.0% CABs, and (e) fifteen and one hundred ninety-four one thousandths percent
(15.194%) of the GO CVIs.

1.511 Vintage CW Guarantee Taxable Bond Distribution: The distribution to be

made to such holder of an Allowed Vintage CW Guarantee Bond Claim (Taxable Election) in
accordance with the terms and provisions of Section 30.1 hereof.

1.512 Vintage PBA Bond Claim: A Claim against PBA on account of Vintage PBA
Bonds, other than a Vintage PBA Bond Claim (Ambac), a Vintage PBA Bond Claim (Assured), a
Vintage PBA Bond Claim (National), a Vintage PBA Bond Claim (FGIC), a Vintage PBA Bond
Claim (Syncora) or a Retail Vintage PBA Bond Claim.

1.513 Vintage PBA Bond Claim (Ambac): A Claim against PBA on account of
Vintage PBA Bonds, the payment of principal and interest of which has been insured by Ambac.

1.514 Vintage PBA Bond Claim (Assured): A Claim against PBA on account of
Vintage PBA Bonds, the payment of principal and interest of which has been insured by Assured,
including pursuant to a secondary market insurance policy.

1.515 Vintage PBA Bond Claim (FGIC): A Claim against PBA on account of
Vintage PBA Bonds, the payment of principal and interest of which has been insured by FGIC,
including pursuant to a secondary market insurance policy.

1.516 Vintage PBA Bond Claim (National): A Claim against PBA on account of
Vintage PBA Bonds, the payment of principal and interest of which has been insured by National.

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1.517 Vintage PBA Bond Claim (Syncora): A Claim against PBA on account of
Vintage PBA Bonds, the payment of principal and interest of which has been insured by Syncora,
including pursuant to a secondary market insurance policy.

1.518 Vintage PBA Bond Recovery: The aggregate recovery by holders of Allowed
Vintage PBA Bond Claims, Allowed Vintage PBA Bond Claims (Ambac), Allowed Vintage PBA
Bond Claims (Assured), Allowed Vintage PBA Bond Claims (National), Allowed Vintage PBA
Bond Claims (FGIC), Allowed Vintage PBA Bond Claims (Syncora), and Allowed Retail Vintage
PBA Bond Claims on account of such Claims, consisting of Six Hundred Eleven Million Three
Hundred Thirty-One Thousand One Hundred Eighty-Six Dollars and Five Cents
($611,331,186.05) in Cash.

1.519 Vintage PBA Bonds: Collectively, (a) the Government Facilities Revenue
Refunding Bonds, Series C, issued by PBA in the original principal amount of One Hundred
Eighty-Five Million Two Hundred Ninety Thousand Dollars ($185,290,000.00), (b) the
Government Facilities Revenue Bonds, Series D, issued by PBA in the original principal amount
of Five Hundred Fifty-Three Million Seven Hundred Thirty-Three Thousand Seven Hundred
Ninety-Four Dollars and Ninety Cents ($553,733,794.90), (c) the Government Facilities Revenue
Refunding Bonds, Series F, issued by PBA in the original principal amount of One Hundred
Thirty-One Million Four Hundred Forty-Five Thousand Dollars ($131,445,000.00), (d) the
Government Facilities Revenue Bonds, Series G, issued by PBA in the original principal amount
of Sixty-Two Million Dollars ($62,000,000.00), (e) the Government Facilities Revenue Refunding
Bonds, Series H, issued by PBA in the original principal amount of Two Hundred Seventy-Two
Million Seven Hundred Seventeen Thousand Four Hundred Eighteen Dollars and Ten Cents
($272,717,418.10), (f) the Government Facilities Revenue Bonds, Series I, issued by PBA in the
original principal amount of Eight Hundred Thirty-Two Million Three Hundred Eighty-Five
Thousand Dollars ($832,385,000.00), (g) the Government Facilities Revenue Refunding Bonds,
Series J, issued by PBA in the original principal amount of Three Hundred Thirty-Five Million
Five Hundred Eighty Thousand Dollars ($335,580,000.00), (h) the Government Facilities Revenue
Refunding Bonds, Series K, issued by PBA in the original principal amount of Three Hundred
Forty-Seven Million Sixty-Five Thousand Dollars ($347,065,000.00), (i) the Government
Facilities Revenue Bonds, Series L, issued by PBA in the original principal amount of Six Million
Seven Hundred Ninety-Five Thousand Dollars ($6,795,000.00), (j) the Government Facilities
Revenue Refunding Bonds, Series M-1, issued by PBA in the original principal amount of Two
Hundred Eighty-Three Million Five Hundred Fifty Thousand Dollars ($283,550,000.00), (k) the
Government Facilities Revenue Refunding Bonds, Series M-2, issued by PBA in the original
principal amount of One Hundred Twenty-Nine Million Three Hundred Thousand Dollars
($129,300,000.00), (l) the Government Facilities Revenue Refunding Bonds Series M-3, issued by
PBA in the original principal amount of One Hundred Fifty Million Dollars ($150,000,000.00),
(m) the Government Facilities Revenue Bonds, Series N, issued by PBA in the original principal
amount of Three Hundred Twenty-Nine Million Four Hundred Fifteen Thousand Dollars
($329,415,000.00), (n) the Government Facilities Revenue Bonds, Series O, issued by PBA in the
original principal amount of Three Million Twenty-Five Thousand Dollars ($3,025,000.00), (o) the
Government Facilities Revenue Refunding Bonds, Series P, issued by PBA in the original
principal amount of Three Hundred Thirty Million Nine Hundred Thirty-Five Thousand Dollars

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Exhibit A - Plan Page 95 of 305

($330,935,000.00), and (p) the Government Facilities Revenue Refunding Bonds Series Q, issued
by PBA in the original principal amount of One Hundred Fifty-Two Million Five Hundred Forty
Thousand Dollars ($152,540,000.00), the repayment of which is guaranteed by the
Commonwealth.

1.520 Vintage Taxable Bond Distribution: The distribution to be made to each holder
of an Allowed Vintage CW Bond Claim (Taxable Election) in accordance with the terms and
provisions of Section 26.1 hereof.

1.521 Voting Record Date: The date(s) established by the Title III Court with respect
to an entitlement to vote to accept or reject the Plan and set forth in the Disclosure Statement
Order.

1.522 VTP Payroll Participant: A person who, based on the current records of ERS
and OGP, is receiving payment through the payroll of the Commonwealth or its agencies arising
from participation in the Voluntary Transition Programs under Act 70-2010 or Act 211-2015
which allowed certain members to receive pensions or other forms of payment through their
former employer’s payroll, subject to transition to PayGo upon satisfying necessary age and
service eligibility requirements.

1.523 VTP Payroll Participant Claim: A Claim on account of being a VTP Payroll
Participant for payments arising through Act 70-2010 or Act 211-2015 through the payroll of the
Commonwealth or its agencies.

1.524 VTP Payroll Participant Above-Threshold Claims: A VTP Payroll Participant

Claim held by a VTP Participant with respect to whom the total monthly payroll benefit received
as of April 1, 2021 is greater than the Threshold.

1.525 VTP Payroll Participant Below-Threshold Claims: A VTP Payroll Participant

Claim held by a VTP Participant with respect to whom the total monthly payroll benefit received
as of April 1, 2021 is less than or equal to the Threshold.

1.526 GDB/PET: The Public Entity Trust created pursuant to that certain GDB
Restructuring Act enacted on August 24, 2017 and amended on July 18, 2018, in order to address
GDB’s deposit liabilities to non-municipal government entities, including federal funds, and the
municipalities having claims in respect of federal funds on deposit with GDB, which assets mainly
consist of loans to public agencies and departments of the Commonwealth and funds sufficient to
restore certain federal funds deposited at GDB for certain municipalities and non-municipal
government entities.

1.527 GDB/PET Claim: The Claim of the GDB/PET against the Commonwealth
arising from or related to the restructuring of the GDB and the assets contributed to the GDB/PET.

1.528 COSSEC: Public Corporation for Supervision and Insurance of Cooperatives.

1.529 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 Cases in connection with confirmation of the

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Exhibit A - Plan Page 96 of 305

Plan in accordance with Section 314 of PROMESA and section 1129 the Bankruptcy Code, made
applicable in the Title III cases in accordance with Section 301 of PROMESA.

1.530 Other Definitions: Unless the context otherwise requires, any capitalized term
used and not defined herein or elsewhere in the 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 Plan are to the respective section in, article of, or schedule or
exhibit to, the 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 Plan as a
whole and not to any particular section, subsection, or clause contained in the Plan. In computing
any period prescribed or allowed by the Plan, unless otherwise expressly provided, the provisions
of Bankruptcy Rule 9006(a) shall apply.

1.531 Rules of Interpretation: For purposes of the 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 Effective Date pursuant to the
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 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 Cases are references to 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 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

2.1 Litigation Resolution: The 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 CW Bond Claims, CW Guarantee Bond Claims, ERS Bond

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Exhibit A - Plan Page 97 of 305

Claims, PBA Bond Claims, CW/Convention Center Claims, CW/HTA Claims, CW/MBA Claims,
CW/PRIFA Rum Tax Claims, and PRIFA BANs, including the disputes (a) set forth in the Debt
Related Objections challenging, among other things, the validity, priority, secured status and
related rights of the 2011 CW Bond Claims, the 2011 CW Series D/E/PIB Bond Claims, the 2012
CW Bond Claims, the 2014 CW Bond Claims, the 2014 CW Guarantee Bond Claims, the 2011
PBA Bond Claims, the 2012 PBA Bond Claims, and the PRIFA BANs, (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 CCDA, HTA, Puerto Rico Metropolitan Bus
Authority (“MBA”) and PRIFA, 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, (f) set forth in the ERS Litigation, the
ERS Recovery Actions, and the ERS Takings Action, (g) between the Commonwealth and PBA,
including, without limitation, the resolution of (i) the claims and Causes of Action currently being
litigated in the PBA Litigation (ii) the amount, if any, of the PBA Administrative Expense Claim,
and (iii) the ownership of the PBA Property, between the Commonwealth and PBA and the claims
that PBA may assert against the Commonwealth under leases, agreements and applicable law, (h)
set forth in the Lift Stay Motions and the Clawback Actions relating to the CW/Convention Center
Claims, the CW/HTA Claims, and the CW/PRIFA Rum Tax Claims, and (i) set forth in the PRIFA
BANs Litigation.

2.2 Allowance of Bond Claims: For purposes of confirmation and consummation of

the Plan and distributions to be made hereunder, unless otherwise allowed pursuant to an order of
the Title III Court, on the Effective Date, among other Claims, (a) the Vintage PBA Bond Claims,
the Vintage PBA Bond Claims (Ambac), the Vintage PBA Bond Claims (Assured), the Vintage
PBA Bond Claims (National), the Vintage PBA Bond Claims (FGIC), and the Vintage PBA Bond
Claims (Syncora) shall be deemed allowed in the aggregate amount of $2,661,243,754.21, (b) the
2011 PBA Bond Claims shall be deemed allowed in the aggregate amount of $1,335,422,892.78,
(c) the 2012 PBA Bond Claims shall be deemed allowed in the aggregate amount of
$674,308,470.06, (d) the Vintage CW Bond Claims, the Vintage CW Bond Claims (Ambac), the
Vintage CW Bond Claims (Assured), Vintage CW Bond Claims (National), Vintage CW Bond
Claims (FGIC), and Vintage CW Bond Claims (Syncora) shall be deemed allowed in the aggregate
amount of $5,843,252,912.91, (e) the ERS Bond Claims shall be deemed allowed in the aggregate
amount of $3,168,698,776.55, (f) the 2011 CW Bond Claims and the 2011 CW Bond Claims
(Assured) shall be deemed allowed in the aggregate amount of $476,498,325.06, (g) the 2011 CW
Series D/E/PIB Bond Claims and the 2011 CW Series D/E/PIB Bond Claims (Assured) shall be
deemed allowed in the aggregate amount of $645,673,111.48, (h) the 2012 CW Bond Claims and
the 2012 CW Bond Claims (Assured) shall be deemed allowed in the aggregate amount of
$2,934,427,459.40, (i) the 2014 CW Bond Claims shall be deemed allowed in the amount of
$3,836,611,111.11, and (j) the 2014 CW Guarantee Bond Claims shall be deemed allowed in the
amount of $346,242,219.86.

(a) Solely for purposes of confirmation and consummation of the Plan and the
distributions to be made hereunder, unless otherwise allowed pursuant to a Final Order of the Title
III Court, on the Effective Date, the CW/Convention Center Claims, the CW/HTA Claims, the

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CW/MBA Claim and the CW/PRIFA Rum Tax Claims shall be deemed allowed in the amounts of
$383,862,878.90, $6,377,335,459.34, $30,106,786.87, and $1,928,867,051.00, respectively.

2.3 Releases, Injunctions and Exculpation: The releases, injunctions and

exculpation provided in Article XCII 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 Plan.

2.4 Purchase and Sale of Certain ERS Assets: On the Effective Date, (a) the
Commonwealth shall purchase, and ERS shall sell, assign, transfer and convey to the
Commonwealth, all of ERS’s right, title and interest in ERS’s Assets, including, without
limitation, such Assets subject to a valid and perfected lien or security interest for an aggregate
purchase price equal to the sum of Three Hundred Seventy-Three Million Dollars
($373,000,000.00), and (b) in accordance with the terms and provisions of Section 69.2 hereof, (i)
the Commonwealth shall be granted an option to purchase the ERS Private Equity Portfolio or the
interests of the ERS Trust, (ii) in the event the Commonwealth declines to exercise such option,
pursuant to the Bondholder Election, ERS bondholders shall have the option to purchase the ERS
Private Equity Portfolio or the interests of the ERS Trust, as the case may be, for Seventy Million
Seven Hundred Fifty Thousand Dollars ($70,750,000.00), plus such amount as may be necessary
to reimburse the Commonwealth for any funded shortfall amounts in connection with the ERS
Private Equity Portfolio, and (iii) in the event that the Bondholder Election is not exercised, the
Commonwealth shall purchase the ERS Private Equity Portfolio for Seventy Million Seven
Hundred Fifty Thousand Dollars ($70,750,000.00).

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 Plan.

3.1 Administrative Expense Claims: On the later to occur of (a) the Effective Date
and (b) the date on which an Administrative Expense Claim shall become an Allowed Claim, the
Reorganized Debtors 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 the Reorganized
Debtors; provided, however, that Allowed Administrative Expense Claims representing
indebtedness incurred in the ordinary course prior to the Effective Date by the Debtors shall be
paid in full and performed by the Reorganized Debtors in accordance with the terms and subject to
the conditions of any agreement governing, investment evidencing, or other document relating to
such transactions; 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 Effective

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Exhibit A - Plan Page 99 of 305

Date, such ordinary course expense shall be barred and the holder thereof shall not be entitled to,
or receive, a distribution pursuant to the 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 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 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 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 Effective Date. The Reorganized Debtors shall pay compensation for
professional services extended and reimbursement of expenses incurred after the Effective Date in
the ordinary course and without the need for Title III Court approval.

3.3 GO/PBA Consummation Costs: Notwithstanding anything contained in the

Plan to the contrary, in order to compensate certain parties for the cost of negotiation, confirmation
and consummation of the GO/PBA Plan Support Agreement and the Plan, each Initial GO/PBA
PSA Creditor shall be entitled to receive on the Effective Date, or as soon thereafter as is
practicable but in no event later than ten (10) Business Days following the Effective Date, a pro
rata share of Cash, in the form of an Allowed Administrative Expense Claim, in an amount equal
to one and five tenths percent (1.50%), truncated to two decimal points, of the aggregate amount of
PBA Bond Claims, CW Bond Claims and CW Guarantee Bond Claims (insured or otherwise and,
with respect to each of Assured, Syncora and National, including positions that it holds or has
insured), without duplication, held and/or insured by such Initial GO/PBA PSA Creditor as of 5:00
p.m. (EST) on February 22, 2021.

3.4 AFSCME and AMPR Professional Fees: Notwithstanding anything contained

in the Plan to the contrary, on the Effective Date, (a) AFSCME shall be reimbursed its reasonable
professional fees and expenses incurred in order to compensate AFSCME for the cost of
negotiation, confirmation and consummation of the AFSCME Term Sheet and the Plan, and the
resolution of issues pertaining to pensions, and (b) in the event that, on or prior to September 30,
2021, (i) AMPR notifies the Oversight Board, in writing, that the Active TRS Participants have
ratified the terms set forth in the term sheet annexed hereto as Exhibit “F-2”, and (ii) AMPR
executes an agreement with the Oversight Board wherein AMPR agrees to, among other things,
support confirmation and consummation of the Plan, AMPR shall be reimbursed its reasonable
professional fees and expenses incurred with respect to confirmation and consummation of such
plan support agreement, including any term sheets, and the resolution of issues pertaining to
pensions.

3.5 GO/PBA PSA Restriction Fee: Notwithstanding anything contained in the Plan
to the contrary, in exchange for executing and delivering the GO/PBA Plan Support Agreement (or
the GO/PBA Joinder Agreement or GO/PBA Annex Agreement, as applicable, in connection
therewith) on or prior to the GO/PBA Joinder Deadline, and, agreeing to all of its terms and

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conditions, including the agreement to “lock-up” its bonds in accordance with the terms of the
GO/PBA Plan Support Agreement, subject to the entry of the Confirmation Order, each of the
GO/PBA PSA Creditors (including (i) a holder of a Monoline-insured GO Bond or PBA Bond,
(other than a Monoline-insured GO Bond or PBA Bond insured by Ambac, Assured, FGIC,
Syncora or National, as the case may be) to the extent that such GO/PBA PSA Restriction Fee
Creditor is authorized to vote the claim with respect to such Monoline-insured GO Bond or PBA
Bond in accordance with Section 301(c)(3) of PROMESA, definitive insurance documents and
applicable law, and (ii) Ambac, Assured, FGIC, Syncora and National, to the extent Ambac,
Assured, FGIC, Syncora or National, as the case may be, is authorized to vote such Claims in
accordance with Section 301(c)(3) of PROMESA definitive insurance documents and applicable
law) shall be entitled to receive the GO/PBA PSA Restriction Fee, in the form of an Allowed
Administrative Expense Claim, payable in Cash, at the time of consummation of the Plan equal to
the GO/PBA Restriction Fee Percentage multiplied by the aggregate amount of PBA Bond Claims,
CW Bond Claims and CW Guarantee Bond Claims (without duplication and, to the extent such
Claims are Monoline-insured, solely to the extent a GO/PBA PSA Creditor is authorized to vote
any such Claim in accordance with Section 301(c)(3) of PROMESA, definitive insurance
documents and applicable law) held or, in the case of Ambac, Assured, FGIC, Syncora, or
National, held or insured by such GO/PBA PSA Creditor as of the Effective Date; provided,
however, that, if a GO/PBA PSA Creditor sold any PBA Bond Claims, CW Bond Claims, or
PRIFA BANs (without duplication, and to the extent such Claims are Monoline-insured, solely to
the extent a GO/PBA 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) for which
it would have been entitled to receive the GO/PBA PSA Restriction Fee, the purchasing party, and
not the selling party, shall be entitled to receive the GO/PBA PSA Restriction Fee on account
thereof; and, provided, further, that, in the event the GO/PBA Plan Support Agreement has been
terminated pursuant to the terms of Sections 7.1(b)(iii) (subject to the extension provided for in
Section 7.1(b) thereof), (c)(i) or (c)(ii) thereof, or the Oversight Board terminated the GO/PBA
Plan Support Agreement for any reason other than (i) a breach of the GO/PBA Plan Support
Agreement by a non-Government Party, (ii) the denial of confirmation of the Plan by the Title III
Court (or the Title III Court renders a decision or states its position that it will deny confirmation
absent modification of the Plan, and such modification would have a material adverse effect on the
Oversight Board and the GO/PBA PSA Creditors’ ability to consummate the Plan on terms
consistent with the GO/PBA Plan Support Agreement, including, but not limited to, the terms set
forth in the Settlement Summary annexed thereto as Exhibit “I”), (iii) the New GO Bonds
Legislation, the CVI Legislation, and the Debt Responsibility Act are not enacted prior to the
commencement of the Confirmation Hearing, or (iv) the entry of an order with respect to one or
more of the matters set forth in Section 7.1(b)(ii) of the GO/PBA Plan Support Agreement, the
aggregate GO/PBA PSA Restriction Fee and Consummation Costs in the amount of One Hundred
Million Dollars ($100,000,000.00) shall be paid, ratably, in Cash, as an allowed administrative
expense claim under a plan of adjustment for the Commonwealth to the Initial GO/PBA PSA
Creditors as of the date of termination; and, provided, further, that, in all other circumstances, upon
termination of the GO/PBA Plan Support Agreement, no GO/PBA Consummation Costs or
GO/PBA PSA Restriction Fee shall be due and payable to the party to the GO/PBA Plan Support
Agreement terminating the GO/PBA Plan Support Agreement or against the party to the GO/PBA
Plan Support Agreement as to which the GO/PBA Plan Support Agreement is terminated.

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3.6 Retail Support Fee: In accordance with the terms and provisions set forth
herein, in the event that a Class of Retail Investors (Classes 7, 9, 11, 16, 31, 38, 41, and 47) votes
to accept the Plan, the members of such Class shall be entitled to receive their Pro Rata Share of
such Class’s allocable share of the aggregate Retail Support Fee of up to Fifty Million Dollars
($50,000,000.00) in an amount equal to the GO/PBA Restriction Fee Percentage times the
aggregate amount of CW Bond Claims, PBA Bond Claims, and CW Guarantee Bond Claims
without duplication and, to the extent any such Claims are Monoline-insured, solely to the extent a
Retail Investor is authorized to vote any such Claim in accordance with Section 301(c)(3) of
PROMESA, the definitive insurance documents and applicable law, held by such accepting Class
of Retail Investors, as the case may be, as of the date the Title III Court enters the Confirmation
Order; provided, however, that, (a) in the event that, after allocating the Retail Support Fee to
Retail Investors in the Classes that voted to accept the Plan, the entire Fifty Million Dollars
($50,000,000.00) is not fully allocated, the balance of the Retail Support Fee shall be reallocated
and distributed on a pro rata basis to (i) Initial GO/PBA PSA Restriction Fee Creditors and (ii)
those Retail Investors that are members of Classes that voted to accept the Plan based upon the
aggregate amount of GO Bond Claims, PBA Bond Claims, and CW Guarantee Bond Claims
(without duplication) held by such Initial GO/PBA PSA Restriction Fee Creditor and Retail
Investor as of the date the Title III Court enters the Confirmation Order, and (b) the Retail Support
Fee allocated to any Class of Retail Investors that fails to vote to accept the Plan shall be
reallocated and distributed on a pro rata basis to (i) Initial GO/PBA PSA Restriction Fee Creditors
and (ii) those Retail Investors that are members of Classes that voted to accept the Plan.

3.7 ERS Restriction Fee: Notwithstanding anything contained in the Plan to the
contrary, (a) in exchange for executing and delivering the ERS Stipulation, and agreeing to all of
its terms and conditions, including to “lock-up” ERS Bonds in accordance with the terms of the
ERS Stipulation, each of the ERS bondholders party to the ERS Stipulation (or their designee),
shall be entitled to receive, and, on the Effective Date, ERS shall pay to such parties, without setoff
or deduction for taxes, their Pro Rata Share (based upon such parties’ Net Allowed ERS Bond
Claims as of April 2, 2021) of Seventy-Five Million Dollars ($75,000,000.00), and (b) in
accordance with the terms and conditions of the GO/PBA Plan Support Agreement, the
Commonwealth shall pay to First Ballantyne, LLC, Monarch Alternative Capital LP, Moore
Global Investments, LLC, Two Seas Capital LP, and Verition Multi-Strategy Master Fund, Ltd.
their Pro Rata Share of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000.00), as
agreed to among such parties.

3.8 CCDA Consummation Costs: Notwithstanding anything contained in the Plan

to the contrary, in order to compensate certain parties for the cost of negotiation, confirmation and
consummation of the HTA/CCDA Plan Support Agreement and the Plan, each Initial HTA/CCDA
PSA Creditor, to the extent a holder or insurer of CCDA Bonds, shall be entitled to receive on the
Effective Date, or as soon thereafter as is practicable, but in no event later than ten (10) Business
Days following the Effective Date, an amount equal to one percent (1.00%), truncated to two
decimal points, of such Initial HTA/CCDA PSA Creditor’s CCDA Bond Claims, payable as an
administrative expense claim, in an aggregate amount not greater than Fifteen Million Dollars
($15,000,000.00).

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3.9 CCDA Restriction Fee: Notwithstanding anything contained in the Plan to the
contrary, in exchange for executing the HTA/CCDA Plan Support Agreement, and agreeing to all
of its terms and conditions, including the agreement to “lock-up” its bonds in accordance with the
terms of the HTA/CCDA Plan Support Agreement, subject to the entry of the Confirmation Order,
each CCDA Restriction Fee Creditor holding or insuring CCDA Bonds (including (i) a holder of a
Monoline-insured CCDA Bond, (other than a Monoline-insured CCDA Bond insured by Ambac,
Assured, FGIC or National, as the case may be) to the extent such CCDA Restriction Fee Creditor
is authorized to vote the claim with respect to such Monoline-insured CCDA Bond in accordance
with Section 301(c)(3) of PROMESA, definitive insurance documents and applicable law, and (ii)
Ambac, Assured, FGIC and National, to the extent Ambac, Assured, FGIC or National, as
applicable, is authorized to vote such Insured CCDA Bond Claims in accordance with Section
301(c)(3) of PROMESA, definitive insurance documents and applicable law) shall be entitled to
receive the CCDA Restriction Fee in the form of an allowed administrative expense claim, payable
in cash, at the time of consummation of the Plan in an amount equal to the CCDA Restriction Fee
Percentage multiplied by the aggregate amount of CCDA Bond Claims, (without duplication and,
to the extent any such claims are Monoline-insured, solely to the extent a CCDA 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 Assured or National
held or insured, by such CCDA Restriction Fee Creditor as of the expiration of the applicable
HTA/CCDA PSA Restriction Fee Period; provided, however, that each CCDA Restriction Fee
Creditor who acquires any CCDA Bonds after the Joinder Deadline (including (i) a holder of a
Monoline-insured CCDA Bond (other than a Monoline-insured CCDA Bond insured by Ambac,
Assured, FGIC or National, as the case may be), to the extent such CCDA Restriction Fee Creditor
is authorized to vote the claim with respect to such Monoline-insured CCDA Bond in accordance
with Section 301(c)(3) of PROMESA, definitive insurance documents and applicable law, and (ii)
Ambac, Assured, FGIC and National, to the extent Ambac, Assured or National, as applicable, is
authorized to vote such Insured CCDA Bond Claims in accordance with Section 301(c)(3) of
PROMESA, definitive insurance documents and applicable law) shall be entitled to receive such
CCDA Restriction Fee equal to the CCDA Restriction Fee Percentage multiplied by the aggregate
amount of CCDA Bond Claims, (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 by such CCDA Restriction Fee Creditor as of the earlier to occur of the
HTA/CCDA Threshold Attainment and the entry of the Confirmation Order; and, provided,
further, that, if a CCDA Restriction Fee Creditor sells any CCDA Bonds for which it would have
been entitled to receive the CCDA Restriction Fee, the purchasing party shall not be entitled to
receive the CCDA 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 CCDA
Restriction Fees plus the CCDA Consummation Costs attributable to a holder’s CCDA Bond
Claims shall not exceed Fifteen Million Dollars ($15,000,000.00); and, provided, further, that, in
the event the HTA/CCDA Plan Support Agreement is terminated pursuant to the terms of Section
7.1 thereof, no CCDA Consummation Costs or CCDA Restriction Fees shall be due and payable to
a holder of CCDA Bonds, Ambac or Assured with respect to CCDA Bond Claims.

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3.10 Non-Severability: The allowance and payment of the Consummation Costs and
PSA Restriction Fees as set forth in this Article III compensate the 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: Vintage PBA Bond Claims

(b) Class 2: Vintage PBA Bond Claims (Assured)

(c) Class 3: Vintage PBA Bond Claims (National)

(d) Class 4: Vintage PBA Bond Claims (Ambac)

(e) Class 5: Vintage PBA Bond Claims (FGIC)

(f) Class 6: Vintage PBA Bond Claims (Syncora)

(g) Class 7: Retail Vintage PBA Bond Claims

(h) Class 8: 2011 PBA Bond Claims

(i) Class 9: Retail 2011 PBA Bond Claims

(j) Class 10: 2012 PBA Bond Claims

(k) Class 11: Retail 2012 PBA Bond Claims

(l) Class 12: PBA/DRA Secured Claims

(m) Class 13: PBA General Unsecured Claims

(n) Class 14: PBA/DRA Unsecured Claims

(o) Class 15: Vintage CW Bond Claims

(p) Class 16: Retail Vintage CW Bond Claims

(q) Class 17: Vintage CW Bond Claims (Assured)

(r) Class 18: Vintage CW Bond Claims (National)

(s) Class 19: Vintage CW Bond Claims (Ambac)

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(t) Class 20: Vintage CW Bond Claims (FGIC)

(u) Class 21: Vintage CW Bond Claims (Syncora)

(v) Class 22: Vintage CW Bond Claims (Taxable Election)

(w) Class 23: Vintage CW Guarantee Bond Claims

(x) Class 24: Vintage CW Guarantee Bond Claims (Assured)

(y) Class 25: Vintage CW Guarantee Bond Claims (National)

(z) Class 26: Vintage CW Guarantee Bond Claims (Ambac)

(aa) Class 27: Vintage CW Guarantee Bond Claims (FGIC)

(bb) Class 28: Vintage CW Guarantee Bond Claims (Syncora)

(cc) Class 29: Vintage CW Guarantee Bond Claims (Taxable Election)

(dd) Class 30: 2011 CW Bond Claims

(ee) Class 31: Retail 2011 CW Bond Claims

(ff) Class 32: 2011 CW Bond Claims (Assured)

(gg) Class 33: 2011 CW Bond Claims (Taxable Election)

(hh) Class 34: 2011 CW Guarantee Bond Claims

(ii) Class 35: 2011 CW Guarantee Bond Claims (Taxable Election)

(jj) Class 36: 2011 CW Series D/E/PIB Bond Claims

(kk) Class 37: 2011 CW Series D/E/PIB Bond Claims (Assured)

(ll) Class 38: Retail 2011 CW Series P/E/PIB Bond Claims

(mm) Class 39: 2011 CW Series D/E/PIB Bond Claims (Taxable Election)

(nn) Class 40: 2012 CW Bond Claims

(oo) Class 41: Retail 2012 CW Bond Claims

(pp) Class 42: 2012 CW Bond Claims (Assured)

(qq) Class 43: 2012 CW Bond Claims (Taxable Election)

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(rr) Class 44: 2012 CW Guarantee Bond Claims

(ss) Class 45: 2012 CW Guarantee Bond Claims (Taxable Election)

(tt) Class 46: 2014 CW Bond Claims

(uu) Class 47: Retail 2014 CW Bond Claims

(vv) Class 48: 2014 CW Bond Claims (Taxable Election)

(ww) Class 49: 2014 CW Guarantee Bond Claims

(xx) Class 50: 2014 CW Guarantee Bond Claims (Taxable Election)

(yy) Class 51: Active and Retired Employee Benefits Claims

(i) Class 51A: Retired ERS Participant Below-Threshold Claims

(ii) Class 51B: Retired JRS Participant Below-Threshold Claims

(iii) Class 51C: Retired TRS Participant Below-Threshold Claims

(iv) Class 51D: Retired ERS Participant Above-Threshold Claims

(v) Class 51E: Retired JRS Participant Above-Threshold Claims

(vi) Class 51F: Retired TRS Participant Above-Threshold Claims

(vii) Class 51G: Active ERS Participant Claims

(viii) Class 51H: Active JRS Participant Claims

(ix) Class 51I: Active TRS Participant Claims

(x) Class 51J: System 2000 Participant Claims

(xi) Class 51K: VTP Payroll Participant Below-Threshold Claims

(xii) Class 51L: VTP Payroll Participant Above-Threshold Claims

(zz) Class 52: AFSCME Claims

(aaa) Class 53: Dairy Producer Claims

(bbb) Class 54: Eminent Domain/Inverse Condemnation Claims

(ccc) Class 55: Energy Incentive Claims

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(ddd) Class 56: Med Center Claims

(eee) Class 57: Tax Credit Claims

(fff) Class 58: CW General Unsecured Claims

(ggg) Class 58A: GDB/PET Claim

(hhh) Class 59: CW/HTA Claims

(iii) Class 60: CW/Convention Center Claims

(jjj) Class 61: CW/PRIFA Rum Tax Claims

(kkk) Class 62: CW/MBA Claims

(lll) Class 63: CW Appropriations Claims

(mmm) Class 64: Section 510(b) Subordinated Claims

(nnn) Class 65: ERS Bond Claims

(ooo) Class 66: ERS General Unsecured Claims

(ppp) Class 67: Gracia Gracia Claims

(qqq) Class 68: Convenience Claims

(rrr) Class 69: Federal Claims

ARTICLE V

PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND CLAIMS (CLASS 1)

5.1 Treatment of Vintage PBA Bond Claims: On the Effective Date, each holder
of an Allowed Vintage PBA Bond Claim shall be entitled to receive in full consideration,
satisfaction, release and exchange of such holder’s Allowed Vintage PBA Bond Claim, such
holder’s Pro Rata Share of the Vintage PBA Bond Recovery.

ARTICLE VI

PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND

CLAIMS (ASSURED) (CLASS 2)

6.1 Treatment of Vintage PBA Bond Claims (Assured): Subject to the terms and
provisions of Section 75.1 hereof, on the Effective Date, each holder of an Allowed Vintage PBA
Bond Claim (Assured) shall be entitled to receive in full consideration, satisfaction, release and

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exchange of such holder’s Allowed Vintage PBA Bond Claim (Assured), such holder’s Pro Rata
Share of the Vintage PBA Bond Recovery.

ARTICLE VII

PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND

CLAIMS (NATIONAL) (CLASS 3)

7.1 Treatment of Vintage PBA Bond Claims (National): Subject to the terms and
provisions of Section 75.2 hereof, on the Effective Date, each holder of an Allowed Vintage PBA
Bond Claim (National) shall be entitled to receive, in full consideration, satisfaction, release and
exchange of such holder’s Allowed Vintage PBA Bond Claim (National), such holder’s Pro Rata
Share of the Vintage PBA Bond Recovery.

ARTICLE VIII

PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND

CLAIMS (AMBAC) (CLASS 4)

8.1 Treatment of Vintage PBA Bond Claims (Ambac): Subject to the terms and
provisions of Section 75.5 hereof, on the Effective Date, each holder of an Allowed Vintage PBA
Bond Claim (Ambac) shall be entitled to receive, in full consideration, satisfaction, release and
exchange of such holder’s Allowed Vintage PBA Bond Claim (Ambac), such holder’s Pro Rata
Share of the Vintage PBA Bond Recovery.

ARTICLE IX

PROVISIONS FOR TREATMENT OF VINTAGE PBA BOND

CLAIMS (FGIC) (CLASS 5)

9.1 Treatment of Vintage PBA Bond Claims (FGIC): Subject to the terms and
provisions of Section 75.4 hereof, on the Effective Date, each holder of an Allowed Vintage PBA
Bond Claim (FGIC) shall be entiled to receive, in full consideration, satisfaction, release and
exchange of such holder’s Allowed Vintage PBA Bond Claim (FGIC), such holder’s Pro Rata
Share of the Vintage PBA Bond Recovery.

ARTICLE X

PROVISIONS FOR TREATMENT OF VINTAGE

PBA BOND CLAIMS (SYNCORA) (CLASS 6)

10.1 Treatment of Vintage PBA Bond Claims (Syncora): Subject to the terms and
provisions of Section 75.3 hereof, on the Effective Date, each holder of an Allowed Vintage PBA
Bond Claim (Syncora) shall be entitled to receive, in full consideration, satisfaction, release and
exchange of such holder’s Allowed Vintage PBA Bond Claim (Syncora), such holder’s Pro Rata
Share of the Vintage PBA Bond Recovery.

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ARTICLE XI

PROVISIONS FOR TREATMENT OF RETAIL

VINTAGE PBA BOND CLAIMS (CLASS 7)

11.1 Treatment of Retail Vintage PBA Bond Claims: On the Effective Date, each
holder of an Allowed Retail Vintage PBA Bond Claim shall be entitled to receive, in full
consideration, satisfaction, release and exchange of such holder’s Allowed Retail Vintage PBA
Bond Claim, such holder’s Pro Rata Share of (a) the Vintage PBA Bond Recovery and (b) the
Retail Support Fee allocable to holders of Allowed Retail Vintage PBA Bond Claims; provided,
however, that, in the event that Class 7 votes to reject the Plan in accordance with section 1126 of
the Bankruptcy Code, (y) each holder of an Allowed Retail Vintage PBA Bond Claim shall be
entitled to receive such holder’s Pro Rata Share of the Vintage PBA Bond Recovery and (z) the
Retail Support Fee otherwise allocable to holders of Allowed Retail Vintage PBA Bond Claims
shall be reallocated to Initial GO/PBA PSA Restriction Fee Creditors and Retail Investors that are
members of Classes that voted to accept the Plan and be distributed in accordance with the terms
and provisions of Section 3.6 hereof.

ARTICLE XII

PROVISIONS FOR TREATMENT OF 2011 PBA BOND CLAIMS (CLASS 8)

12.1 Treatment of 2011 PBA Bond Claims: On the Effective Date, each holder of an
Allowed 2011 PBA Bond Claim shall be entitled to receive, in full consideration, satisfaction,
release and exchange of such holder’s Allowed 2011 PBA Bond Claim, such holder’s Pro Rata
Share of the 2011 PBA Bond Recovery.

ARTICLE XIII

PROVISIONS FOR TREATMENT OF RETAIL 2011

PBA BOND CLAIMS (CLASS 9)

13.1 Treatment of Retail 2011 PBA Bond Claims: On the Effective Date, each
holder of an Allowed Retail 2011 PBA Bond Claim shall be entitled to receive, in full
consideration, satisfaction, release and exchange of such holder’s Allowed Retail 2011 PBA Bond
Claim, such holder’s Pro Rata Share of (a) the 2011 PBA Bond Recovery and (b) the Retail
Support Fee allocable to holders of Allowed Retail 2011 PBA Bond Claims; provided, however,
that, in the event that Class 9 votes to reject the Plan in accordance with the provisions of section
1126 of the Bankruptcy Code, (y) each holder of an Allowed Retail PBA Bond Claim shall be
entitled to receive such holder’s Pro Rata Share of the 2011 PBA Bond Recovery and (z) the Retail
Support Fee otherwise allocable to holders of Allowed Retail 2011 PBA Bond Claims shall be
reallocated to Initial GO/PBA PSA Restriction Fee Creditors and Retail Investors that are members
of Classes that voted to accept the Plan and be distributed in accordance with the terms and
provisions of Section 3.6 hereof.

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ARTICLE XIV

PROVISIONS FOR TREATMENT OF 2012 PBA BOND CLAIMS (CLASS 10)

14.1 Treatment of 2012 PBA Bond Claims: On the Effective Date, each holder of an
Allowed 2012 PBA Bond Claim shall be entitled to receive, in full consideration, satisfaction,
release and exchange of such holder’s Allowed 2012 PBA Bond Claim, such holder’s Pro Rata
Share of the 2012 PBA Bond Recovery.

ARTICLE XV

PROVISIONS FOR TREATMENT OF RETAIL 2012 PBA BOND CLAIMS (CLASS 11)

15.1 Treatment of Retail 2012 PBA Bond Claims: On the Effective Date, each
holder of an Allowed Retail 2012 PBA Bond Claim shall be entitled to receive, in full
consideration, satisfaction, release and exchange of such holder’s Allowed Retail 2012 PBA Bond
Claim, such holder’s Pro Rata Share of (a) the 2012 PBA Bond Recovery and (b) the Retail
Support Fee allocable to holders of Allowed Retail 2012 PBA Bond Claims; provided, however,
that, in the event that Class 11 votes to reject the Plan in accordance with the provisions of section
1126 of the Bankruptcy Code, (y) each holder of an Allowed Retail 2012 Bond Claim shall be
entitled to receive such holder’s Pro Rata Share of the 2012 PBA Bond Recovery and (z) the Retail
Support Fee otherwise allocable to holders of Allowed Retail 2012 Bond Claims shall be
reallocated to Initial GO/PBA PSA Restriction Fee Creditors and Retail Investors that are members
of Classes that voted to accept the Plan and be distributed in accordance with the terms and
provisions of Section 3.6 hereof.

ARTICLE XVI

PROVISIONS FOR TREATMENT OF

PBA/DRA SECURED CLAIMS (CLASS 12)

16.1 Treatment of PBA/DRA Secured Claims: On the Effective Date, each holder
of an PBA/DRA Secured Claim shall be entitled to receive, in full consideration, satisfaction,
release, and exchange of such holder’s Allowed PBA/DRA Secured Claim, payment, in Cash, in
an amount equal to ten percent (10%) of such holder’s Allowed PBA/DRA Secured Claim.

ARTICLE XVII

PROVISIONS FOR TREATMENT OF PBA GENERAL UNSECURED

CLAIMS (CLASS 13)

17.1 Treatment of PBA General Unsecured Claims: On the Effective Date, each
holder of an Allowed PBA General Unsecured Claim shall be entitled to receive, in full
consideration, satisfaction, release, and exchange of such holder’s Allowed PBA General
Unsecured Claim, (a) payment of the Allowed amount of such holder’s Claim, in Cash, in an
amount equal to ten percent (10%) of such holder’s Allowed PBA General Unsecured Claim, on,

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or as soon as practicable after the latest to occur of (1) the Effective Date, (2) the date on which
such PBA General Unsecured Claim becomes Allowed, (3) the date on which such Allowed PBA
General Unsecured Claim is otherwise due and payable, and (4) such other date as may be
mutually agreed to by such holder of such PBA General Unsecured Claim and the Debtor or the
Reorganized Debtor, as the case may be, or (b) such other treatment as may be mutually agreed to
by and among such holder of a PBA General Unsecured Claim and the Debtor or the Reorganized
Debtor, as the case may be.

ARTICLE XVIII

PROVISIONS FOR TREATMENT OF PBA/DRA

UNSECURED CLAIMS (CLASS 14)

18.1 Treatment of PBA/DRA Unsecured Claims: On the Effective Date, each

holder of an PBA/DRA Unsecured Claim shall be entitled to, in full consideration, satisfaction,
release, and exchange of such holder’s Allowed PBA/DRA Unsecured Claim, payment, in Cash, in
an amount equal to ten percent (10%) of such holder’s Allowed PBA/DRA Unsecured Claim.

ARTICLE XIX

PROVISIONS FOR TREATMENT OF VINTAGE CW BOND

CLAIMS (CLASS 15)

19.1 Treatment of Vintage CW Bond Claims: On the Effective Date, and subject to
the right of election set forth in Section 19.2 hereof, each holder of an Allowed Vintage CW Bond
Claim shall be entitled to receive, in full consideration, satisfaction, release, and exchange of such
holder’s Allowed Vintage CW Bond Claim, such holder’s Pro Rata Share of the Vintage CW Bond
Recovery.

19.2 Right of Election to Vintage CW Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 19.1 of the Plan, each holder of an Allowed Vintage
CW Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to elect to
receive distributions pursuant to the terms and provisions of Sections 26.1 and 77.1 hereof. Such
election must be made on the Ballot/Election Form, be received by the Oversight Board, or its
designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan by
such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth unless the Ballot Date is expressly waived, in writing, by the Oversight Board;
provided, however, that under no circumstance may such waiver by the Oversight Board occur on
or after the Effective Date.

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ARTICLE XX

PROVISIONS FOR TREATMENT OF RETAIL VINTAGE

CW BOND CLAIMS (CLASS 16)

20.1 Treatment of Retail Vintage CW Bond Claims: On the Effective Date, each
holder of an Allowed Retail Vintage CW Bond Claim shall be entitled to receive, in full
consideration, satisfaction, release and exchange of such holder’s Allowed Retail Vintage CW
Bond Claim, such holder’s Pro Rata Share of (a) the Vintage CW Bond Recovery and (b) the
Retail Support Fee allocable to holders of Allowed Retail Vintage CW Bond Claims; provided,
however, that, in the event that Class 16 votes to reject the Plan in accordance with the provisions
of section 1126 of the Bankruptcy Code, (y) each holder of an Allowed Retail Vintage CW Bond
Claim shall be entitled to receive such holder’s Pro Rata Share of the Vintage CW Bond Recovery
and (z) the Retail Support Fee otherwise allocable to holders of Allowed Retail Vintage CW Bond
Claims shall be reallocated to Initial GO/PBA PSA Restriction Fee Creditors and Retail Investors
that are members of Classes that voted to accept the Plan and be distributed in accordance with the
terms and provisions of Section 3.6 hereof.

20.2 Right of Election to Retail Vintage CW Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 20.1 of the Plan, each holder of an Allowed Retail
Vintage CW Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to
elect to receive distributions pursuant to the terms and provisions of Sections 26.1 and 77.1 hereof.
Such election must be made on the Ballot/Election Form, be received by the Oversight Board, or
its designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan
by such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth unless the Ballot Date is expressly waived, in writing, by the Oversight Board;
provided, however, that under no circumstance may such waiver by the Oversight Board occur on
or after the Effective Date.

ARTICLE XXI

PROVISIONS FOR TREATMENT OF VINTAGE CW BOND

CLAIMS (ASSURED) (CLASS 17)

21.1 Treatment of Vintage CW Bond Claims (Assured): Subject to the terms and
provisions of Section 75.1 hereof, on the Effective Date, each holder of an Allowed Vintage CW
Bond Claim (Assured) shall be entitled to receive, in full consideration, satisfaction, release, and
exchange of such holder’s Allowed Vintage CW Bond Claim (Assured), such holder’s Pro Rata
Share of the Vintage CW Bond Recovery.

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Exhibit A - Plan Page 112 of 305

ARTICLE XXII

PROVISIONS FOR TREATMENT OF VINTAGE CW BOND

CLAIMS (NATIONAL) (CLASS 18)

22.1 Treatment of Vintage CW Bond Claims (National): Subject to the terms and
provisions of Section 75.2 hereof, on the Effective Date, each holder of an Allowed Vintage CW
Bond Claim (National) shall be entitled to receive, in full consideration, satisfaction, release, and
exchange of such holder’s Allowed Vintage CW Bond Claim (National), such holder’s Pro Rata
Share of the Vintage CW Bond Recovery.

ARTICLE XXIII

PROVISIONS FOR TREATMENT OF VINTAGE CW BOND

CLAIMS (AMBAC) (CLASS 19)

23.1 Treatment of Vintage CW Bond Claims (Ambac): Subject to the terms and
provisions of Section 75.5 hereof, on the Effective Date, each holder of an Allowed Vintage CW
Bond Claim (Ambac) shall be entitled to receive, in full consideration, satisfaction, release, and
exchange of such holder’s Allowed Vintage CW Bond Claim (Ambac), such holder’s Pro Rata
Share of the Vintage CW Bond Recovery.

ARTICLE XXIV

PROVISIONS FOR TREATMENT OF VINTAGE

CW BOND CLAIMS (FGIC) (CLASS 20)

24.1 Treatment of Vintage CW Bond Claims (FGIC): Subject to the terms and
provisions of Section 75.4 hereof, on the Effective Date, each holder of an Allowed Vintage CW
Bond Claim (FGIC) shall be entitled to receive, in full consideration, satisfaction, release and
exchange of such holder’s Allowed Vintage CW Bond Claim (FGIC), such holder’s Pro Rata
Share of the Vintage CW Bond Recovery.

ARTICLE XXV

PROVISIONS FOR TREATMENT OF VINTAGE CW BOND

CLAIMS (SYNCORA) (CLASS 21)

25.1 Treatment of Vintage CW Bond Claims (Syncora): Subject to the terms and
provisions of Section 75.3 hereof, on the Effective Date, each holder of an Allowed Vintage CW
Bond Claim (Syncora) shall be entitled to receive, in full consideration, satisfaction, release, and
exchange of such holder’s Allowed Vintage CW Bond Claim (Syncora), such holder’s Pro Rata
Share of the Vintage CW Bond Recovery.

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Exhibit A - Plan Page 113 of 305

ARTICLE XXVI

PROVISIONS FOR TREATMENT OF VINTAGE CW BOND

CLAIMS (TAXABLE ELECTION) (CLASS 22)

26.1 Treatment of Vintage CW Bond Claims (Taxable Election): On the Effective

Date, each holder of an Allowed Vintage CW Bond Claim (Taxable Election) shall be entitled to
receive, in full consideration, satisfaction, release and exchange of such holder’s Allowed Vintage
CW Bond Claim (Taxable Election), its Pro Rata Share of the Vintage CW Bond Recovery, as
modified by its Pro Rata Share of the Vintage Taxable Bond Distribution.

ARTICLE XXVII

PROVISIONS FOR TREATMENT OF VINTAGE CW

GUARANTEE BOND CLAIMS (CLASS 23)

27.1 Treatment of Vintage CW Guarantee Bond Claims: On the Effective Date,

and in full consideration, satisfaction, release, and exchange of its Allowed Vintage CW Guarantee
Bond Claim, each holder of an Allowed Vintage CW Guarantee Bond Claim shall receive such
holder’s Pro Rata Share of the Vintage CW Guarantee Bond Recovery.

27.2 Right of Election to Vintage CW Guarantee Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 27.1 of the Plan, each holder of an Allowed Vintage
CW Guarantee Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled
to elect to receive distributions pursuant to the terms and provisions of Sections 33.1 and 77.1
hereof. Such election must be made on the Ballot/Election Form, be received by the Oversight
Board, or its designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of
the Plan by such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth unless the Ballot Date is expressly waived, in writing, by the Oversight Board;
provided, however, that under no circumstance may such waiver by the Oversight Board occur on
or after the Effective Date.

ARTICLE XXVIII

PROVISIONS FOR TREATMENT OF VINTAGE CW

GUARANTEE BOND CLAIMS (ASSURED) (CLASS 24)

28.1 Treatment of Vintage CW Guarantee Bond Claims (Assured): Subject to the

terms and provisions of Section 75.1 hereof, on the Effective Date, and in full consideration,
satisfaction, release, and exchange of its Allowed Vintage CW Guarantee Bond Claim (Assured),
each holder of an Allowed Vintage CW Guarantee Bond Claim (Assured) shall be entitled to
receive such holder’s Pro Rata Share of the Vintage CW Guarantee Bond Recovery.

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Exhibit A - Plan Page 114 of 305

ARTICLE XXIX

PROVISIONS FOR TREATMENT OF VINTAGE CW

GUARANTEE BOND CLAIMS (NATIONAL) (CLASS 25)

29.1 Treatment of Vintage CW Guarantee Bond Claims (National): Subject to the

terms and provisions of Section 75.2 hereof, on the Effective Date, and in full consideration,
satisfaction, release, and exchange of its allowed Vintage CW Guarantee Bond Claim (National),
each holder of an Allowed Vintage CW Guarantee Bond Claim (National) shall be entitled to
receive such holder’s Pro Rata Share of the Vintage CW Guarantee Bond Recovery.

ARTICLE XXX

PROVISIONS FOR TREATMENT OF VINTAGE CW

GUARANTEE BOND CLAIMS (AMBAC) (CLASS 26)

30.1 Treatment of Vintage CW Guarantee Bond Claims (Ambac): Subject to the

terms and provisions of Section 75.5 hereof, on the Effective Date, and in full consideration,
satisfaction, release, and exchange of its Allowed Vintage CW Guarantee Bond Claim (Ambac),
each holder of an Allowed Vintage CW Guarantee Bond Claim (Ambac) shall be entitled to
receive such holder’s Pro Rata Share of the Vintage CW Guarantee Bond Recovery.

ARTICLE XXXI

PROVISIONS FOR TREATMENT OF VINTAGE CW

GUARANTEE BOND CLAIMS (FGIC) (CLASS 27)

31.1 Treatment of Vintage CW Guarantee Bond Claims (FGIC): Subject to the

terms and provisions of Section 75.4 hereof, on the Effective Date, and in full consideration,
satisfaction, release, and exchange of its Allowed Vintage CW Guarantee Bond Claim (FGIC),
each holder of an Allowed Vintage CW Guarantee Bond Claim (FGIC) shall be entitled to receive
such holder’s Pro Rata Share of the Vintage CW Guarantee Bond Recovery.

ARTICLE XXXII

PROVISIONS FOR TREATMENT OF VINTAGE CW

GUARANTEE BOND CLAIMS (SYNCORA) (CLASS 28)

32.1 Treatment of Vintage CW Guarantee Bond Claims (Syncora): Subject to the

terms and provisions of Section 75.3 hereof, on the Effective Date, and in full consideration,
satisfaction, release, and exchange of its Allowed Vintage CW Guarantee Bond Claim (Syncora),
each holder of an Allowed Vintage CW Guarantee Bond Claim (Syncora) shall be entitled to
receive such holder’s Pro Rata Share of the Vintage CW Guarantee Bond Recovery.

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Exhibit A - Plan Page 115 of 305

ARTICLE XXXIII

PROVISIONS FOR TREATMENT OF VINTAGE CW

GUARANTEE BOND CLAIMS (TAXABLE ELECTION) (CLASS 29)

33.1 Treatment of Vintage CW Guarantee Bond Claims (Taxable Election): On

the Effective Date, each holder of an Allowed Vintage CW Guarantee Bond Claim (Taxable
Election) shall be entitled to receive, in full consideration, satisfaction, release and exchange of
such holder’s Allowed Vintage CW Guarantee Bond Claim (Taxable Election), such holder’s Pro
Rata Share of the Vintage CW Guarantee Bond Recovery, as modified by such holder’s Pro Rata
Share of the Vintage Taxable Bond Distribution.

ARTICLE XXXIV

PROVISIONS FOR TREATMENT OF 2011

CW BOND CLAIMS (CLASS 30)

34.1 Treatment of 2011 CW Bond Claims: On the Effective Date, and subject to the
right of election set forth in Section 34.2 hereof, each holder of an Allowed 2011 CW Bond Claim
shall be entitled to receive, in full consideration, satisfaction, release and exchange of such
holder’s Allowed 2011 CW Bond Claim, such holder’s Pro Rata Share of the 2011 CW Bond
Recovery.

34.2 Right of Election to 2011 CW Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 34.1 of the Plan, each holder of an Allowed 2011 CW
Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to elect to
receive distributions pursuant to the terms and provisions of Sections 37.1 and 77.1 hereof. Such
election must be made on the Ballot/Election Form, be received by the Oversight Board, or its
designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan by
such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth 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 Effective Date.

ARTICLE XXXV

PROVISIONS FOR TREATMENT OF RETAIL 2011

CW BOND CLAIMS (CLASS 31)

35.1 Treatment of Retail 2011 CW Bond Claims: On the Effective Date, each
holder of an Allowed Retail 2011 CW Bond Claim shall be entitled to receive, in full
consideration, satisfaction, release and exchange of such holder’s Allowed Retail 2011 CW Bond
Claim, such holder’s Pro Rata Share of (a) the 2011 CW Bond Recovery and (b) the Retail Support
Fee allocable to holders of Allowed Retail 2011 CW Bond Claims; provided, however, that, in the
event that Class 31 votes to reject the Plan in accordance with the provisions of section 1126 of the
Bankruptcy Code, (y) each holder of an Allowed Retail 2011 CW Bond Claim shall be entitled to

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Exhibit A - Plan Page 116 of 305

receive such holder’s Pro Rata Share of the 2011 CW Bond Recovery and (z) the Retail Support
Fee otherwise allocable to holders of Allowed Retail 2011 CW Bond Claims shall be reallocated to
Initial GO/PBA PSA Restriction Fee Creditors and Retail Investors that are members of Classes
that voted to accept the Plan and be distributed in accordance with the terms and provisions of
Section 3.6 hereof.

35.2 Right of Election to Retail 2011 CW Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 35.1 of the Plan, each holder of an Allowed Retail 2011
CW Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to elect to
receive distributions pursuant to the terms and provisions of Sections 37.1 and 77.1 hereof. Such
election must be made on the Ballot/Election Form, be received by the Oversight Board, or its
designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan by
such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth 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 Effective Date.

ARTICLE XXXVI

PROVISIONS FOR TREATMENT OF 2011 CW

BOND CLAIMS (ASSURED) (CLASS 32)

36.1 Treatment of 2011 CW Bond Claims (Assured): Subject to the terms and
provisions of Section 75.1 hereof, on the Effective Date, each holder of an Allowed 2011 CW
Bond Claim (Assured) shall be entitled to receive, in full consideration, satisfaction, release, and
exchange of such holder’s Allowed 2011 CW Bond Claim (Assured), such holder’s Pro Rata Share
of the 2011 CW Bond Recovery.

ARTICLE XXXVII

PROVISIONS FOR TREATMENT OF 2011 CW BOND

CLAIMS (TAXABLE ELECTION) (CLASS 33)

37.1 Treatment of 2011 CW Bond Claims (Taxable Election): On the Effective

Date, each holder of an Allowed 2011 CW Bond Claim (Taxable Election) shall be entitled to
receive, in full consideration, satisfaction, release and exchange of such holder’s Allowed 2011
CW Bond Claim (Taxable Election), such holder’s Pro Rata Share of the 2011 CW Bond
Recovery, as modified by such holder’s Pro Rata Share of the 2011 CW Taxable Bond
Distribution.

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Exhibit A - Plan Page 117 of 305

ARTICLE XXXVIII

PROVISIONS FOR TREATMENT OF

2011 CW GUARANTEE BOND CLAIMS (CLASS 34)

38.1 Treatment of 2011 CW Guarantee Bond Claims: On the Effective Date, and
subject to the right of election set forth in Section 38.2 hereof, each holder of an Allowed 2011
CW Guarantee Bond Claim shall be entitled to receive, in full consideration, satisfaction, release
and exchange of such holder’s Allowed 2011 CW Guarantee Bond Claim, such holder’s Pro Rata
Share of the 2011 CW Guarantee Bond Recovery.

38.2 Right of Election to 2011 CW Guarantee Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 38.1 of the Plan, each holder of an Allowed 2011 CW
Guarantee Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to
elect to receive distributions pursuant to the terms and provisions of Sections 39.1 and 77.1 hereof.
Such election must be made on the Ballot/Election Form, be received by the Oversight Board, or
its designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan
by such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth 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 Effective Date.

ARTICLE XXXIX

PROVISIONS FOR TREATMENT OF 2011 CW GUARANTEE

BOND CLAIMS (TAXABLE ELECTION) (CLASS 35)

39.1 Treatment of 2011 CW Guarantee Bond Claims (Taxable Election): On the

Effective Date, each holder of an Allowed 2011 CW Guarantee Bond Claim (Taxable Election)
shall be entitled to receive, in full consideration, satisfaction, release and exchange of such
holder’s Allowed 2011 CW Guarantee Bond Claim (Taxable Election), such holder’s Pro Rata
Share of the 2011 CW Guarantee Bond Recovery, as modified by such holder’s Pro Rata Share of
the 2011 CW Guarantee Taxable Bond Distribution.

ARTICLE XL

PROVISIONS FOR TREATMENT OF 2011

CW SERIES D/E/PIB BOND CLAIMS (CLASS 36)

40.1 Treatment of 2011 CW Series D/E/PIB Bond Claims: On the Effective Date,
and subject to the right of election set forth in Section 40.2 hereof, each holder of an Allowed 2011
CW Series D/E/PIB Bond Claim shall be entitled to receive, in full consideration, satisfaction,
release and exchange of such holder’s Allowed 2011 CW Series D/E/PIB Bond Claim, such
holder’s Pro Rata Share of the 2011 CW Series D/E/PIB Bond Recovery.

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Exhibit A - Plan Page 118 of 305

40.2 Right of Election to 2011 CW Series D/E/PIB Bond Claims (Taxable

Election): Notwithstanding the provisions of Section 40.1 of the Plan, each holder of an Allowed
2011 CW Series D/E/PIB Bond Claim that is a Puerto Rico Investor shall, at such holder’s option,
be entitled to elect to receive distributions pursuant to the terms and provisions of Sections 43.1
and 77.1 hereof. Such election must be made on the Ballot/Election Form, be received by the
Oversight Board, or its designee, on or prior to the Ballot Date and, if elected, shall be deemed
acceptance of the Plan by such holder. Any election made after the Ballot Date shall not be
binding upon the Commonwealth 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 Effective Date.

ARTICLE XLI

PROVISIONS FOR TREATMENT OF 2011 CW SERIES

D/E/PIB BOND CLAIMS (ASSURED) (CLASS 37)

41.1 Treatment of 2011 CW Series D/E/PIB Bond Claims (Assured): Subject to the
terms and provisions of Section 75.1 hereof, on the Effective Date, each holder of an Allowed
2011 CW Series D/E/PIB Bond Claim (Assured) shall be entitled to receive, in full consideration,
satisfaction, release, and exchange of such holder’s Allowed 2011 CW Series D/E/PIB Bond
Claim (Assured), such holder’s Pro Rata Share of the 2011 CW Series D/E/PIB Bond Recovery.

ARTICLE XLII

PROVISIONS FOR TREATMENT OF RETAIL 2011

CW SERIES D/E/PIB BOND CLAIMS (CLASS 38)

42.1 Treatment of Retail 2011 CW Series D/E/PIB Bond Claims: On the Effective
Date, each holder of an Allowed Retail 2011 CW Series D/E/PIB Bond Claim shall be entitled to
receive, in full consideration, satisfaction, release and exchange of such holder’s Allowed Retail
2011 CW Series D/E/PIB Bond Claim, such holder’s Pro Rata Share of (a) the 2011 CW Series
D/E/PIB Bond Recovery and (b) the Retail Support Fee allocable to holders of Allowed Retail
2011 CW Series D/E/PIB Bond Claims; provided, however, that, in the event that Class 38 votes to
reject the Plan in accordance with the provisions of section 1126 of the Bankruptcy Code, (y) each
holder of an Allowed Retail 2011 CW Series D/E/PIB Bond Claim shall be entitled to receive such
holder’s Pro Rata Share of the 2011 CW Series D/E/PIB Bond Recovery and (z) the Retail Support
Fee otherwise allocable to holders of Allowed Retail 2011 CW Series D/E/PIB Bond Claims shall
be reallocated to Initial GO/PBA PSA Restriction Fee Creditors and Retail Investors that are
members of Classes that voted to accept the Plan and be distributed in accordance with the terms
and provisions of Section 3.6 hereof.

42.2 Right of Election to Retail 2011 CW Series D/E/PIB Bond Claims (Taxable
Election): Notwithstanding the provisions of Section 42.1 of the Plan, each holder of an Allowed
Retail 2011 CW Series D/E/PIB Bond Claim that is a Puerto Rico Investor shall, at such holder’s
option, be entitled to elect to receive distributions pursuant to the terms and provisions of Sections
43.1 and 77.1 hereof. Such election must be made on the Ballot/Election Form, be received by the

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Exhibit A - Plan Page 119 of 305

Oversight Board, or its designee, on or prior to the Ballot Date and, if elected, shall be deemed
acceptance of the Plan by such holder. Any election made after the Ballot Date shall not be
binding upon the Commonwealth 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 Effective Date.

ARTICLE XLIII

PROVISIONS FOR TREATMENT OF 2011 CW SERIES D/E/PIB BOND

CLAIMS (TAXABLE ELECTION) (CLASS 39)

43.1 Treatment of 2011 CW Series D/E/PIB Bond Claims (Taxable Election): On

the Effective Date, each holder of an Allowed 2011 CW Series D/E/PIB Bond Claim (Taxable
Election) shall be entitled to receive, in full consideration, satisfaction, release and exchange of
such holder’s Allowed 2011 CW Series D/E/PIB Bond Claim (Taxable Election), such holder’s
Pro Rata Share of the 2011 CW Series D/E/PIB Bond Recovery, as modified by such holder’s Pro
Rata Share of the 2011 CW Series D/E/PIB Taxable Bond Distribution.

ARTICLE XLIV

PROVISIONS FOR TREATMENT OF 2012 CW BOND

CLAIMS (CLASS 40)

44.1 Treatment of 2012 CW Bond Claims: On the Effective Date, and subject to the
right of election set forth in Section 44.2 hereof, each holder of an Allowed 2012 CW Bond Claim
shall be entitled to receive, in full consideration, satisfaction, release and exchange of such
holder’s Allowed 2012 CW Bond Claim, such holder’s Pro Rata Share of the 2012 CW Bond
Recovery.

44.2 Right of Election to 2012 CW Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 44.1 of the Plan, each holder of an Allowed 2012 CW
Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to elect to
receive distributions pursuant to the terms and provisions of Sections 47.1 and 77.1 hereof. Such
election must be made on the Ballot/Election Form, be received by the Oversight Board, or its
designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan by
such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth 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 Effective Date.

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Exhibit A - Plan Page 120 of 305

ARTICLE XLV

PROVISIONS FOR TREATMENT OF RETAIL 2012

CW BOND CLAIMS (CLASS 41)

45.1 Treatment of Retail 2012 CW Bond Claims: On the Effective Date, each
holder of an Allowed Retail 2012 CW Bond Claim shall be entitled to receive, in full
consideration, satisfaction, release and exchange of such holder’s Allowed Retail 2012 CW Bond
Claim, such holder’s Pro Rata Share of (a) the 2012 CW Bond Recovery and (b) the Retail Support
Fee allocable to holders of Allowed Retail 2012 CW Bond Claims; provided, however, that, in the
event that Class 41 votes to reject the Plan in accordance with the provisions of section 1126 of the
Bankruptcy Code, (y) each holder of an Allowed Retail 2012 CW Bond Claim shall be entitled to
receive such holder’s Pro Rata Share of the 2012 CW Bond Recovery and (z) the Retail Support
Fee otherwise allocable to holders of Allowed Retail 2012 CW Bond Claims shall be reallocated to
Initial GO/PBA PSA Restriction Fee Creditors and Retail Investors that are members of Classes
that voted to accept the Plan and be distributed in accordance with the terms and provisions of
Section 3.6 hereof.

45.2 Right of Election to Retail 2012 CW Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 45.1 of the Plan, each holder of an Allowed Retail 2012
CW Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to elect to
receive distributions pursuant to the terms and provisions of Sections 47.1 and 77.1 hereof. Such
election must be made on the Ballot/Election Form, be received by the Oversight Board, or its
designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan by
such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth 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 Effective Date.

ARTICLE XLVI

PROVISIONS FOR TREATMENT OF 2012

CW BOND CLAIMS (ASSURED) (CLASS 42)

46.1 Treatment of 2012 CW Bond Claims (Assured): Subject to the terms and
provisions of Section 75.1 hereof, on the Effective Date, each holder of an Allowed 2012 CW
Bond Claim (Assured) shall be entitled to received, in full consideration, satisfaction, release and
exchange of such holder’s Allowed 2012 CW Bond Claim (Assured), such holder’s Pro Rata Share
of the 2012 CW Bond Recovery.

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Exhibit A - Plan Page 121 of 305

ARTICLE XLVII

PROVISIONS FOR TREATMENT OF 2012 CW BOND

CLAIMS (TAXABLE ELECTION) (CLASS 43)

47.1 Provisions for Treatment of 2012 CW Bond Claims (Taxable Election): On

the Effective Date, each holder of an Allowed 2012 CW Bond Claim (Taxable Election) shall be
entitled to receive, in full consideration, satisfaction, release and exchange of such holder’s
Allowed 2012 CW Bond Claim (Taxable Election), such holder’s Pro Rata Share of the 2012 CW
Bond Recovery, as modified by its Pro Rata Share of the 2012 CW Taxable Bond Distribution.

ARTICLE XLVIII

PROVISIONS FOR TREATMENT OF

2012 CW GUARANTEE BOND CLAIMS (CLASS 44)

48.1 Treatment of 2012 CW Guarantee Bond Claims: On the Effective Date, and
subject to the right of election set forth in Section 48.2 hereof, each holder of an Allowed 2012
CW Guarantee Bond Claim shall be entitled to receive, in full consideration, satisfaction, release
and exchange of such holder’s Allowed 2012 CW Guarantee Bond Claim, such holder’s Pro Rata
Share of the 2012 CW Guarantee Bond Recovery.

48.2 Right of Election to 2012 CW Guarantee Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 48.1 of the Plan, each holder of an Allowed 2012 CW
Guarantee Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to
elect to receive distributions pursuant to the terms and provisions of Sections 49.1 and 77.1 hereof.
Such election must be made on the Ballot/Election Form, be received by the Oversight Board, or
its designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan
by such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth 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 Effective Date.

ARTICLE XLIX

PROVISIONS FOR TREATMENT OF 2012 CW GUARANTEE

BOND CLAIMS (TAXABLE ELECTION) (CLASS 45)

49.1 Treatment of 2012 CW Guarantee Bond Claims (Taxable Election): On the

Effective Date, each holder of an Allowed 2012 CW Guarantee Bond Claim (Taxable Election)
shall be entitled to receive, in full consideration, satisfaction, release and exchange of such
holder’s Allowed 2012 CW Guarantee Bond Claim (Taxable Election), such holder’s Pro Rata
Share of the 2012 CW Guarantee Bond Recovery, as modified by such holder’s Pro Rata Share of
the 2012 CW Guarantee Taxable Bond Distribution.

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Exhibit A - Plan Page 122 of 305

ARTICLE L

PROVISIONS FOR TREATMENT OF 2014

CW BOND CLAIMS (CLASS 46)

50.1 Treatment of 2014 CW Bond Claims: On the Effective Date, and subject to the
right of election set forth in Section 50.2 hereof, each holder of an Allowed 2014 CW Bond Claim
shall be entitled to receive, in full consideration, satisfaction, release and exchange of such
holder’s Allowed 2014 CW Bond Claim, such holder’s Pro Rata Share of the 2014 CW Bond
Recovery.

50.2 Right of Election to 2014 CW Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 50.1 of the Plan, each holder of an Allowed 2014 CW
Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to elect to
receive distributions pursuant to the terms and provisions of Sections 52.1 and 77.1 hereof. Such
election must be made on the Ballot/Election Form, be received by the Oversight Board, or its
designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan by
such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth 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 Effective Date.

ARTICLE LI

PROVISIONS FOR TREATMENT OF RETAIL 2014

CW BOND CLAIMS (CLASS 47)

51.1 Treatment of Retail 2014 Bond Claims: On the Effective Date, each holder of
an Allowed Retail 2014 CW Bond Claim shall be entitled to receive, in full consideration,
satisfaction, release and exchange of such holder’s Allowed Retail 2014 CW Bond Claim, such
holder’s Pro Rata Share of (a) the 2014 CW Bond Recovery and (b) the Retail Support Fee
allocable to holders of Allowed Retail 2014 CW Bond Claims; provided, however, that, in the
event that Class 47 votes to reject the Plan in accordance with the provisions of section 1126 of the
Bankruptcy Code, (y) each holder of an Allowed Retail 2014 CW Bond Claim shall be entitled to
receive such holder’s Pro Rata Share of the 2014 CW Bond Recovery and (z) the Retail Support
Fee otherwise allocable to holders of Allowed Retail 2014 CW Bond Claims shall be reallocated to
Initial GO/PBA PSA Restriction Fee Creditors and Retail Investors that are members of Classes
that voted to accept the Plan and be distributed in accordance with the terms and provisions of
Section 3.6 hereof.

51.2 Right of Election to Retail 2014 CW Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 51.1 of the Plan, each holder of an Allowed Retail 2014
CW Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to elect to
receive distributions pursuant to the terms and provisions of Sections 52.1 and 77.1 hereof. Such
election must be made on the Ballot/Election Form, be received by the Oversight Board, or its
designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan by

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such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth 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 Effective Date.

ARTICLE LII

PROVISIONS FOR TREATMENT OF 2014

CW BOND CLAIMS (TAXABLE ELECTION) (CLASS 48)

52.1 Provisions for Treatment of 2014 CW Bond Claims (Taxable Election): On

the Effective Date, each holder of an Allowed 2014 CW Bond Claim (Taxable Election) shall be
entitled to receive, in full consideration, satisfaction, release and exchange of such holder’s
Allowed 2014 CW Bond Claim (Taxable Election), such holder’s Pro Rata Share of the 2014 CW
Bond Recovery, as modified by such holder’s Pro Rata Share of the 2014 CW Taxable Bond
Distribution.

ARTICLE LIII

PROVISIONS FOR TREATMENT OF

2014 CW GUARANTEE BOND CLAIMS (CLASS 49)

53.1 Treatment of 2014 CW Guarantee Bond Claims: On the Effective Date,

subject to the right of election set forth in Section 53.2 hereof, each holder of an Allowed 2014
CW Guarantee Bond claim shall be entitled to receive, in full consideration, satisfaction, release
and exchange of such holder’s Allowed 2014 CW Guarantee Bond Claim, such holder’s Pro Rata
Share of the 2014 CW Bond Recovery.

53.2 Right of Election to 2014 CW Guarantee Bond Claims (Taxable Election):

Notwithstanding the provisions of Section 53.1 of the Plan, each holder of an Allowed 2014 CW
Bond Claim that is a Puerto Rico Investor shall, at such holder’s option, be entitled to elect to
receive distributions pursuant to the terms and provisions of Sections 54.1 and 77.1 hereof. Such
election must be made on the Ballot/Election Form, be received by the Oversight Board, or its
designee, on or prior to the Ballot Date and, if elected, shall be deemed acceptance of the Plan by
such holder. Any election made after the Ballot Date shall not be binding upon the
Commonwealth 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 Effective Date.

ARTICLE LIV

PROVISIONS FOR TREATMENT OF 2014 CW GUARANTEE

BOND CLAIMS (TAXABLE ELECTION) (CLASS 50)

54.1 Treatment of 2014 CW Guarantee Bond Claims (Taxable Election): On the

Effective Date, each holder of an Allowed 2014 CW Guarantee Bond Claim (Taxable Election)

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shall be entitled to receive, in full consideration, satisfaction, release and exchange of such
holder’s Allowed 2014 CW Guarantee Bond Claim (Taxable Election), such holder’s Pro Rata
Share of the 2014 CW Bond Recovery, as modified by such holder’s Pro Rata Share of the 2014
CW Guarantee Taxable Bond Distribution.

ARTICLE LV

PROVISIONS FOR TREATMENT OF ACTIVE AND RETIRED

EMPLOYEE RETIREMENT BENEFIT CLAIMS (CLASS 51A THROUGH 51L)

55.1 Treatment of Retired ERS Participant Below-Threshold Claims (Class 51A):

(a) Treatment. Each holder of an Allowed Retired ERS Participant Below-

Threshold Claim shall be entitled to receive on account of such Allowed Retired ERS Participant
Below-Threshold Claim his or her benefits without adjustment for any Monthly Benefit
Modification, but shall be subject to the elimination of any cost of living adjustments from and
after the Effective Date.

(b) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive orders, rules, regulations, and policies that create, require, or
enforce employee pension and other benefits that are modified and/or preserved in whole or in part
herein, to the extent inconsistent with the treatment of Allowed Retired ERS Participant Below-
Threshold Claims hereunder, are preempted as inconsistent with PROMESA.

55.2 Treatment of Retired JRS Participant Below-Threshold Claims (Class 51B):

(a) Treatment. Each holder of an Allowed Retired JRS Participant Below-

Threshold Claim shall be entitled to receive on account of such Allowed Retired JRS Participant
Below-Threshold Claim his or her benefits without adjustment for any Monthly Benefit
Modification, but shall be subject to the elimination of any cost of living adjustments from and
after the Effective Date.

(b) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive orders, rules, regulations, and policies that create, require, or
enforce employee pension and other benefits that are modified and/or preserved in whole or in part
herein, to the extent inconsistent with the treatment of Allowed Retired JRS Participant Below-
Threshold Claims hereunder, are preempted as inconsistent with PROMESA.

55.3 Treatment of Retired TRS Participant Below-Threshold Claims (Class 51C):

(a) Treatment. Each holder of an Allowed Retired TRS Participant Below-

Threshold Claim shall be entitled to receive on account of such Allowed Retired TRS Participant
Below-Threshold Claim his or her benefits without adjustment for any Monthly Benefit
Modification, but shall be subject to the elimination of any cost of living adjustments from and
after the Effective Date.

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(b) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive orders, rules, regulations, and policies that create, require, or
enforce employee pension and other benefits that are modified and/or preserved in whole or in part
herein, to the extent inconsistent with the treatment of Allowed Retired TRS Participant Below-
Threshold Claims hereunder, are preempted as inconsistent with PROMESA.

55.4 Treatment of Retired ERS Participant Above-Threshold Claims (Class 51D):

(a) Treatment. Each holder of an Allowed Retired ERS Participant Above-

Threshold Claim shall be entitled to receive on account of such Allowed Retired ERS Participant
Above-Threshold Claim his or her benefits without adjustment for any Monthly Benefit
Modification, but shall be subject to the elimination of any cost of living adjustments from and
after the Effective Date.

(b) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive orders, rules, regulations, and policies that create, require or
enforce employee pension and other benefits that are modified and/or preserved in whole or in part
herein, to the extent inconsistent with the treatment of Allowed Retired ERS Participant Above-
Threshold Claims hereunder, are preempted as inconsistent with PROMESA.

55.5 Treatment of Retired JRS Participant Above-Threshold Claims (Class 51E):

(a) Treatment. Each holder of an Allowed Retired JRS Participant Above-

Threshold Claim shall be entitled to receive on account of such Allowed Retired JRS Participant
Above-Threshold Claim his or her benefits without adjustment for any Monthly Benefit
Modification, but shall be subject to the elimination of any cost of living adjustments from and
after the Effective Date.

(b) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statues, executive orders, rules, regulations, and policies that create, require, or
enforce employee pension and other benefits that are modified and/or preserved in whole or in part
herein, to the extent inconsistent with the treatment of Allowed Retired JRS Participant Above-
Threshold Claims hereunder, are preempted as inconsistent with PROMESA.

55.6 Treatment of Retired TRS Participant Above-Threshold Claims (Class 51F):

(a) Treatment. Each holder of an Allowed Retired TRS Participant Above-

Threshold Claim shall be entitled to receive on account of such Allowed Retired TRS Participant
Above-Threshold Claim his or her benefits without adjustment for any Monthly Benefit
Modification, but shall be subject to the elimination of any cost of living adjustments from and
after the Effective Date.

(b) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive order, rules, regulations, and policies that create, require, or
enforce employee pension and other benefits that are modified and/or preserved in whole or in part

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herein, to the extent inconsistent with the treatment of Allowed Retired TRS Participant Above-
Threshold Claims hereunder, are preempted as inconsistent with PROMESA.

55.7 Treatment of Active ERS Participant Claims (Class 51G):

(a) Treatment. Each holder of an Allowed Active ERS Participant Claim

shall be entitled to receive on account of such Allowed Active ERS Participant Claim his or her
benefits without adjustment for any Monthly Benefit Modification, but shall be subject to the
elimination of any cost of living adjustments from and after the Effective Date; provided, however,
that, notwithstanding the foregoing, Active ERS Participant Claims of Active ERS Participants
hired prior to January 1, 2000, but which accrued after June 30, 2013 pursuant to Act 3-2013, shall
not be subject to reduction in accordance with the Plan. Benefits which accrued after June 30,
2013 pursuant to Act 3-2013 for Active ERS Participants hired prior to January 1, 2000 shall
include the full accumulated contribution value with interest up to, but not including, the
Commonwealth Petition Date and such Participants’ balances shall have a four percent (4%)
interest rate applied to them upon conversion of the balances to an annuity. Each holder of an
Active ERS Participant Claim (who is actively employed by an employer within the ERS as of the
Effective Date) shall also receive a one-time payment in the amount of Two Thousand Six
Hundred Dollars ($2,600.00), to be deposited into the defined contribution accounts established
under Act 106, and the administrator of the Act 106 defined contribution plan shall direct all such
deposits to be invested in target retirement date funds closest to the year in which each Participant
will reach age 65, unless any such Participant has affirmatively elected different investment
options. Holders of Allowed Active ERS Participant Claims who have already retired as of April
1, 2021 and who have converted their contributions to a system paid annuity, either through PayGo
or through the payroll of the Commonwealth or its agencies under a Voluntary Transition Program
(e.g. Act 211-2015 or 70-2016), are not eligible for the treatment described in this Section 55.7(a)
and shall not receive a cash payment, and will be subject to the pension reduction applicable to
other Participants in accordance with the terms and provisions of Section 55.1, 55.4, 55.11, or
55.12 of the Plan, as applicable.

(b) Preemption: All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive orders, rules, regulations, and policies in effect as of the
Confirmation Date that create, require, or enforce employee pension and other benefits that are
modified and/or preserved in whole or in part herein, to the extent inconsistent with the treatment
of Allowed Active ERS Participant Claims hereunder, are preempted as inconsistent with
PROMESA.

(c) Payroll Deductions: As further consideration to assure active Participants’

future contributions and benefits, an active employee working for the central government of the
Commonwealth shall have his, her or their payroll deductions for contributions to their individual
accounts under Act 106 deposited into such accounts as soon as reasonably possible, but in no
event later than the fifteenth (15th) day of the month following the month in which the
contributions were deducted from such Participant’s payroll distribution.

55.8 Treatment of Active JRS Participant Claims (Class 51H):

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(a) Treatment. Each holder of an Allowed JRS Participant Claim shall be

entitled to receive on account of such Allowed Active JRS Participant Claim (i) his or her benefits
that accrued as of May 3, 2017, without adjustment for any Monthly Benefit Modification and the
terms set forth on Exhibit “E” hereto, but shall be subject to the elimination of any cost of living
adjustments from and after the Effective Date, and (ii) such additional benefits for service on or
after May 4, 2017, frozen as of the date as set forth on the term sheet attached as Exhibit “E”
hereto, as applicable, to such holder of an Allowed Active JRS Participant Claim, including the
social security benefits defined therein.

(b) Rejection. To effectuate the freeze of contractual rights of Active JRS

Participants to accrue pension benefits under Puerto Rico law as set forth on Exhibit “E” hereto,
the contractual obligations of the Commonwealth to accrue such benefits, including, without
limitation, pursuant to the statutes set forth in Part III of Exhibit “K” hereto, shall be deemed
rejected pursuant to section 365(a) of the Bankruptcy Code.

(c) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, including, without limitation, statutes set forth in Part III of Exhibit “K”
hereto, executive orders, rules, regulations, and policies in effect as of the Confirmation Date that
create, require, or enforce employee pension and other benefits that are modified and/or preserved
in whole or in part herein, to the extent inconsistent with the treatment of Allowed Active JRS
Participant Claims hereunder, are preempted as inconsistent with PROMESA.

55.9 Treatment of Active TRS Participant Claims (Class 51I):

(a) Treatment.

(i) Each holder of an Allowed Active TRS Participant Claim shall be

entitled to receive on account of such Allowed Active TRS Participant Claim (i) his or her, as
applicable, benefits that accrued as of May 3, 2017, without adjustment for any Monthly Benefit
Modification, as applicable, and the terms set forth on Exhibit “F-1” hereto, but shall be subject to
the elimination of any cost of living adjustments from and after the Effective Date, and (ii) such
additional benefits for service on or after May 4, 2017, in respect of a freeze of pension benefits to
be imposed as of the Effective Date as set forth on the term sheet attached as Exhibit “F-1” hereto,
as applicable, to such holder of an Allowed Active TRS Participant Claim, including the social
security benefits defined therein; provided, however, that, notwithstanding the foregoing,
retirement benefits of teachers hired on or after August 1, 2014 shall not be subject to freeze or
reduction in accordance with the terms and provisions of the Plan.

(ii) Notwithstanding the terms and provisions of Section 55.9(a)(i)

hereof, in the event that, on or prior to September 30, 2021, AMPR (A) notifies the Oversight
Board, in writing, that the terms set forth in the term sheets annexed hereto as Exhibit “F-2” have
been ratified, and (B) executes a plan support agreement with, among others, the Oversight Board,
on behalf of the Commonwealth, that incorporates the terms set forth on Exhibit “F-2” hereto, each
holder of an Allowed Active TRS Participant Claim shall be entitled to receive on account of such
Allowed Active TRS Participant Claim (1) his or her benefits that accrued as of May 3, 2017,
without adjustment for any Monthly Benefit Modification and the terms set forth on Exhibit “F-2”

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hereto, but shall be subject to the elimination of any cost of living adjustments from and after the
Effective Date, (2) such additional benefits for service during the period from and after May 4,
2017, in respect of a freeze of pension benefits to be imposed as of the six (6) month anniversary
of the Effective Date as set forth on the term sheet attached as Exhibit “F-2” hereto, as applicable,
to such holder of an Allowed Active TRS Participant Claim, including the social security benefits
defined therein, and (3) the benefits of the terms of a new collective bargaining agreement and all
other terms as set forth on the term sheet attached hereto as Exhibit “F-2”, in which case any
existing collective bargaining agreement(s) with AMPR shall be deemed rejected pursuant to
section 365(a) of the Bankruptcy Code. Without limiting the foregoing, on or as soon as
reasonably practicable from and after the Effective Date, the Active TRS Participants shall receive
the additional payments and distributions as set forth on Appendix II to Exhibit “F-2” hereto.
Notwithstanding the forgoing, retirement benefits of teachers hired on or after August 1, 2014 shall
not be subject to freeze or reduction in accordance with the terms and provisions of the Plan.

(b) Rejection. To effectuate the freeze of the contractual rights of Active TRS
Participants to accrue pension benefits under Puerto Rico law as set forth on Exhibit “F-1”or “F-2”
hereto, as applicable, the contractual obligations of the Commonwealth to accrue such benefits,
including, without limitation, pursuant to the statutes set forth in Part III of Exhibit “K” hereto,
shall be deemed rejected pursuant to section 365(a) of the Bankruptcy Code.

(c) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, including, without limitation, the statutes set forth in Part III of Exhibit
“K” hereto, executive orders, rules, regulations, and policies in effect as of the Confirmation Date
that create, require, or enforce employee pension and other benefits that are modified and/or
preserved in whole or in part herein, to the extent inconsistent with the treatment of Allowed
Active TRS Participant Claims hereunder, are preempted as inconsistent with PROMESA.

(d) Payroll Deductions. As further consideration to assure Active TRS

Participants’ future contributions and benefits, such Participants shall have his, her or their payroll
deductions for contributions to the Participant’s individual accounts under Act 106 deposited into
such accounts as soon as reasonably possible, but in no event later than the fifteenth (15th) day of
the month following the month in which the contributions were deducted from such Participant’s
payroll distribution.

55.10 Treatment of System 2000 Participant Claims (Class 51J):

(a) System 2000 Benefits: Except as set forth in Sections 55.7(b), 55.8(c) and
55.9(c) hereof, holders of Allowed System 2000 Participant Claims shall receive the amount of
their contributions to these plans from 2000 through June 30, 2017, plus interest accrued thereon
pursuant to applicable law for the period up to, but not including, the Commonwealth Petition
Date, which amount shall be deposited into the defined contribution accounts established under
Act 106, and the administrator of the Act 106 defined contribution plan shall direct all such
deposits to be invested in target retirement date funds closest to the year in which each participant
will reach age 65 applicable to each participant unless any such participant has affirmatively
elected different investment options. If the total amount of contributions, plus accrued interest
thereon as described above, is less than or equal to One Billion Five Hundred Million Dollars

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($1,500,000,000.00), on the Effective Date, each holder of an Allowed System 2000 Participant
Claim shall receive such holder’s Pro Rata Share of such aggregate amount. If the total amount of
contributions described in this Section 55.10(a), plus accrued interest thereon as described above,
exceeds One Billion Five Hundred Million Dollars ($1,500,000,000.00), the Oversight Board and
AFSCME shall develop a payment plan mutually acceptable to both parties to pay out the
remaining balance of the contributions (for the avoidance of doubt, the amount in excess of One
Billion Five Hundred Million Dollars ($1,500,000,000.00)) described in this Section 55.5(a). In all
events, the full amount of contributions described in this Section 55.5(a) will be paid to all holders
of Allowed System 2000 Participant Claims not later than December 31, 2025. As of the Effective
Date, holders of Allowed System 2000 Participant Claims with System 2000 contributions from
2000 through June 30, 2017 who are ineligible for benefits under Act 1 and Act 447 will no longer
be entitled to future system administered benefits, such as death and disability benefits. Holders of
Allowed System 2000 Participant Claims who have already retired and converted their
contributions to a system paid annuity, either through PayGo or through the payroll of the
Commonwealth or its agencies under a Voluntary Transition Program (e.g., Act 211-2015 or Act
70-2010) are not eligible for the treatment described in this Section 55.5(a) and shall not receive a
cash payment, but will be subject to the pension reduction applicable to other Participants in
accordance with the terms and provisions of Section 55.1 of the Plan.

(b) Preemption: All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive orders, rules, regulations, and policies in effect as of the
Confirmation Date that create, require, or enforce employee pension and other benefits that are
modified and/or preserved in whole or in part herein, to the extent inconsistent with the treatment
afforded pursuant to Section 55.5(a) hereof, are preempted as inconsistent with PROMESA.

(c) Payroll Deductions: As further consideration to assure active participant’s

future contributions and benefits, an active employee working for the central government of the
Commonwealth shall have his, her or their payroll deductions for contributions to a participant’s
individual accounts under Act 106 deposited into such accounts as soon as reasonably possible, but
in no event later than the fifteenth (15th) day of the month following the month in which the
contributions were deposited from such participant’s payroll distribution.

55.11 Treatment of VTP Payroll Participant Below-Threshold Claims (Class 51K):

(a) Treatment. Each holder of a VTP Payroll Participant Below-Threshold

Claim shall be entitled to receive on account of such Allowed VTP Participant Claim his or her
benefits without adjustment for any Monthly Benefit Modification.

(b) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive orders, rules, regulations, and policies that create, require, or
enforce employee pension and other benefits that are modified and/or preserved in whole or in part
herein, to the extent inconsistent with the treatment of Allowed VTP Payroll Participant Below-
Threshold Claims hereunder, are preempted as inconsistent with PROMESA.

55.12 Treatment of VTP Payroll Participant Above-Threshold Claims (Class 51L):

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(a) Treatment. Each holder of a VTP Payroll Participant Above-Threshold

Claim shall be entitled to receive on account of such Allowed VTP Participant Claim his or her
benefits without adjustment for any Monthly Benefit Modification.

(b) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive orders, rules, regulations, and policies that create, require, or
enforce employee pension and other benefits that are modified and/or preserved in whole or in part
herein, to the extent inconsistent with the treatment of Allowed VTP Payroll Participant Above-
Threshold Claims hereunder, are preempted as inconsistent with PROMESA.

ARTICLE LVI

PROVISIONS FOR TREATMENT OF

AFSCME CLAIMS (CLASS 52)

56.1 Treatment of AFSCME Claims:

(a) Modified AFSCME Collective Bargaining Agreements: The existing

collective bargaining agreements between the Commonwealth, its applicable agencies and
instrumentalities, on the one hand, and AFSCME and its related union affiliates, on the other hand,
shall be deemed rejected pursuant to section 365 of the Bankruptcy Code and replaced with
modified collective bargaining agreements to be entered into in accordance with the terms and
conditions agreed to by AFSCME and the Oversight Board, as set forth on Exhibit “G” hereto.
Without limiting the foregoing, such modifications shall include, among other matters, (a) a term
of five (5) years, commencing as of the Effective Date, (b) provisions regarding layoffs and
downsizing, (c) terms regarding System 2000 and (d) provisions for sharing Excess Cash Surplus.
Each holder of an Allowed AFSCME Claim shall be entitled to receive the treatment set forth in
Sections 56.1(a), (b), (c) and (d) hereof in full consideration, satisfaction, release, and exchange of
such holder’s Allowed AFSCME Claim resulting from such rejection. The Commonwealth shall
have no obligation to bargain with AFSCME over terms of a new or modified collective
bargaining agreements throughout the term of such modified collective bargaining agreements and
the failure to bargain during such period shall not constitute, nor shall it be construed to be, an
unfair labor practice under any Puerto Rico law. No adjudicative forum shall take into
consideration prior practices or bargaining history when interpreting the terms of the modified
collective bargaining agreements set forth on Exhibit “G” hereto.

(b) Additional AFSCME Distribution. On or as soon as reasonably

practicable after the Effective Date, AFSCME and its member employees, as applicable, shall
receive the additional payments and distributions as set forth on Appendix II to Exhibit “G” hereto.

(c) Pre-Petition Arbitration and Grievance Claims. Any distributions on

account of Claims for liquidated damage amounts resulting from the disposition of pre-petition
actions brought pursuant to the grievance and arbitration procedures arising under the collective
bargaining agreements between the Commonwealth and AFSCME shall be made by the
Commonwealth to the claimant in each instance on such date that is the later of (i) thirty (30) days
after such disposition and (ii) sixty (60) days after the Effective Date.

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(d) Preemption. All provisions of the Commonwealth Constitution,

Commonwealth statutes, executive orders, rules, regulations, and policies in effect as of the
Confirmation Date that create, require, or enforce employee pension and other benefits that are
modified herein, to the extent inconsistent with the treatment afforded in this Section 56.1, are
preempted as inconsistent with PROMESA and shall be of no further force or effect.

ARTICLE LVII

PROVISIONS FOR TREATMENT OF

DAIRY PRODUCER CLAIMS (CLASS 53)

57.1 Treatment of Dairy Producer Claims: On the Effective Date, each holder of a
Dairy Producer Claim be entitled to receive, in full consideration, satisfaction, release and
exchange of such holder’s Allowed Dairy Producer Claim, an amount equal to fifty percent (50%)
of such Allowed Dairy Producer Claim, with such amount being payable by the Commonwealth in
three (3) equal installments commencing on the Effective Date and each subsequent payment
thereof being made on July 1st of each FY. Notwithstanding anything contained in the Plan to the
contrary, (a) nothing contained herein shall adjust, enlarge, compromise, discharge or otherwise
affect the respective parties’ rights or obligations pursuant to the Dairy Producer Settlement except
with respect to the Commonwealth’s payment obligation under the Dairy Producer Settlement, (b)
the Commonwealth’s obligation for the regulatory approval accrual set forth in decretal paragraph
14 of the Dairy Producer Settlement shall be treated and discharged in accordance with the Plan
and shall not be recouped by a holder of a Dairy Produce Claim from any other source, and (c) the
Plan shall not affect the regulatory accrual charge being assessed on and paid from the cost of milk
pursuant to the Dairy Producer Settlement.

ARTICLE LVIII

PROVISIONS FOR TREATMENT OF CW EMINENT

DOMAIN/INVERSE CONDEMNATION CLAIMS (CLASS 54)

58.1 Treatment of Eminent Domain/Inverse Condemnation Claims: From and

after the Effective Date, (a) to the extent not modified prior thereto, the automatic stay extant
pursuant to section 362 of the Bankruptcy Code 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 Confirmation Order or the Findings of Fact and Conclusions of Law in respect of
the 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 Allowed Eminent Domain/Inverse

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Condemnation Claim; provided, however, that, in the event that (x) the Oversight Board appeals
from the Confirmation Order and the Findings of Fact and Conclusions of Law regarding the Title
III Court’s ruling that Allowed Eminent Domain/Inverse Condemnation Claims must be paid in
full or otherwise be rendered unimpaired pursuant to the Plan, (y) such appeal is successful, and
(z) a Final Order is entered holding that Allowed Eminent Domain/Inverse Condemnation Claims
may be impaired, subject to the terms and provisions of Articles LXXVII and LXXXII of the Plan,
each 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, and the Reorganized
Commonwealth shall make, payments, in Cash, in an amount equal to the pro rata payments to be
made to holders of Allowed CW General Unsecured Claims up to the GUC Recovery Cap.

ARTICLE LIX

PROVISIONS FOR TREATMENT OF

ENERGY INCENTIVE CLAIMS (CLASS 55)

59.1 Treatment of Energy Incentive Claims: From and after the Effective Date, (a)
the Commonwealth shall (i) continue the energy incentive program set forth in the Energy
Incentive Act, and (ii) in connection therewith, assume Allowed Energy Incentive Claims and the
instruments and reservation agreements in existence as of the Effective Date, and, consistent with
the terms of the Energy Incentive Act, and (b) to the extent that respective projects have been
completed in accordance with the Energy Incentive Act and terms and provisions of the
instruments and reservation agreements entered into in connection therewith, the holders of
Allowed Energy Incentive Claims shall be permitted to exercise and claim the tax incentives
created thereunder.

ARTICLE LX

PROVISIONS FOR TREATMENT OF

MED CENTER CLAIMS (CLASS 56)

60.1 Treatment of Med Center Claims: On the Effective Date, and provided that
Class 56 votes to accept the Plan in accordance with the provisions of section 1126 of the
Bankruptcy Code, each holder of a Med Center Claim shall (a) receive an Allowed Med Center
Claim in the amount set forth in Column “A” set forth on Exhibit “H” hereto, and (b) be entitled to
receive, in full consideration, satisfaction, release and exchange of such holder’s Allowed Med
Center Claim, an amount equal to fifty percent (50%) of such Allowed Med Center Claim;
provided, however, that, in the event that Class 56 votes to reject the Plan in accordance with the
provisions of section 1126 of the Bankruptcy Code, each holder of a Med Center Claim shall (y)
receive an Allowed Med Center Claim in the amount set forth in Column “B” set forth on Exhibit
“H” hereto, and (z) be entitled to receive, in full consideration, satisfaction, release and exchange
of such holder’s Allowed Med Center Claim, an amount equal to fifty percent (50%) of such
Allowed Med Center Claim set forth in Column “B” set forth on Exhibit “H” hereto, with either
such amount being payable by the Commonwealth in three (3) equal annual installments,

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commencing on the Effective Date and each subsequent payment thereof being made on the
anniversary thereof.

60.2 Dismissal of Med Center Litigation: On the Effective Date, the Med Center
Litigation, except the Med DC Action, shall be deemed dismissed, with prejudice, and each of the
Commonwealth and the respective Med Centers shall take such action as is necessary to notify the
applicable court of such dismissal, including, without limitation, within ten (10) Business Days of
the Effective Date, filing notices with the clerk of such court setting forth the resolution of the Med
Center Litigation and the dismissal thereof (except the Med DC Action), with prejudice; provided,
however, that all appeals taken from the Med DC Action shall be dismissed, with prejudice, and
each of the Commonwealth and the Med Centers party to such appeals shall take such action as is
necessary to notify such appellate courts of appeal of such dismissal; and, provided, further, that
the Commonwealth and the Med Centers shall file a notice with the clerk of the court in
connection with the Med DC Action that (a) all actions in connection with the Med DC Action
shall be stayed; provided, however, that any claims and causes of action relating to the period up to
and including the Effective Date shall be deemed dismissed, with prejudice, (b) in the event that,
from and after July 1, 2022, the Commonwealth defaults on its obligations arising from or relating
to the Medicaid Act, 42 U.S.C. § 139 6a(bb), such stay shall be lifted and the Med Centers may
pursue relief and the Commonwealth may present any and all defenses with respect to such alleged
defaults, and (c) any Med Center claims for injunctive relief relating to the period from and after
July 1, 2022 shall be brought in the Med DC Action and shall proceed in the ordinary course upon
the expiration or the lifting of the automatic stay, subject to the reservation of all rights, claims,
and defenses of the Med Centers and the Commonwealth with respect to any such claims.

ARTICLE LXI

PROVISIONS FOR TREATMENT OF

TAX CREDIT CLAIMS (CLASS 57)

61.1 Treatment of Tax Credit Claims: From and after the Effective Date, the
Commonwealth shall assume Allowed Tax Credit Claims and the instruments and agreements in
existence as of the Effective Date with respect thereto and the holders of Allowed Tax Credit
Claims shall be permitted to exercise and claim the tax benefits and entitlements with respect
thereto in accordance with the terms and provisions of such documents, instruments, and
applicable law.

ARTICLE LXII

PROVISIONS FOR TREATMENT OF CW GENERAL

UNSECURED CLAIMS AND GDB/PET CLAIM (CLASSES 58 AND 58A)

62.1 Treatment of CW General Unsecured Claims:

(a) Treatment of CW General Unsecured Claims. Subject to the election set

forth in Section 62.1(b) hereof, on the Effective Date, each holder of an Allowed CW General
Unsecured Claim shall be entitled to receive, in full consideration, satisfaction, release, and

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exchange of such holder’s Allowed CW General Unsecured Claim, such holder’s Pro Rata Share
of the CW GUC Recovery up to the GUC Recovery Cap.

(b) Election to be Treated as Convenience Claim. Notwithstanding the

provisions of Section 62.1(a) of the Plan, any holder of an Allowed CW General Unsecured Claim,
other than a CW General Unsecured Claim that is a component of a larger CW General Unsecured
Claim, portions of which may be held by such or any other holder of an Allowed Claim, may elect
to be treated as the holder of an Allowed Convenience Claim. Such election must be made on
Ballot and be received by the Debtors on or prior to the Ballot Date. Any election made after the
Ballot Date shall not be binding upon the Debtors unless the Ballot Date is expressly waived, in
writing, by the Debtors; provided, however, that, under no circumstances may such waiver by the
Debtors occur on or after the Effective Date.

62.2 Limitation on Recovery: Notwithstanding anything contained herein to the

contrary, in the event that distributions with respect to Allowed CW General Unsecured Claims
from the Net CW Cash Consideration equal the GUC Recovery Cap, without consideration of any
net recoveries by the Avoidance Actions Trust, any funds (other than any net recoveries by the
Avoidance Actions Trust) 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 the
Commonwealth for general purposes.

62.3 GUC Reserve: The GUC Reserve shall be funded as follows: (a) Two Hundred
Million Dollars ($200,000,000.00) on the Effective Date, (b) One Hundred Million Dollars
($100,000,000.00) on or prior to December 31, 2022, (c) One Hundred Million Dollars
($100,000,000.00) on or prior to December 31, 2023, (d) One Hundred Million Dollars
($100,000,000.00) on or prior to December 31, 2024, and (e) Seventy-Five Million Dollars
($75,000,000.00) on or prior to December 31, 2025; provided, however, that amounts necessary (a)
to fund the Avoidance Actions Trust in accordance with Section 78.11 hereof shall be funded
directly to the Avoidance Actions Trust and not into the GUC Reserve, and (b) to satisfy Allowed
Convenience Claims shall be funded directly to the Disbursing Agent and not into the GUC
Reserve; and provided, further, that, in the event that the Avoidance Actions Trust ceases pursuit
of Avoidance Actions, including, without limitation, pursuant to settlement or dismissal of all
Avoidance Actions, all funds in the Avoidance Actions Trust (including amounts necessary to fund
the administration and operation of the Avoidance Action Trust) shall be transferred to the GUC
Reserve for distribution to holders of Allowed CW General Unsecured Claims; and, provided,
further, that, in accordance with Section 62.2 hereof, in the event recoveries on account of Allowed
CW General Unsecured Claims from the Net CW Cash Consideration equal the GUC Recovery
Cap, (a) any funds (other than any net recoveries by the Avoidance Actions Trust) 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 the Commonwealth for general purposes, or (b) to the
extent such GUC Recovery Cap is reached prior to a future funding obligation, the Commonwealth
shall be relieved of such future funding obligation; and, provided, further, that, in the event that the
Oversight Board appeals the Title III Court’s ruling that Eminent Domain/Inverse Condemnation
Claims are non-dischargeable and such Claims for just compensation must be paid in full and the
Oversight Board prosecutes such appeal in good faith, the GUC Reserve shall be reduced as
follows: (a) in the event such appeal is successful and a Final Order is entered holding that the

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Eminent Domain/Inverse Condemnation Claims are dischargeable and may be impaired, the GUC
Reserve shall be reduced by the lesser of (i) Thirty Million Dollars ($30,000,000.00) and (ii) ten
percent (10%) of the aggregate amount of all Allowed Eminent Domain/Inverse Condemnation
Claims, or (b) in the event such appeal is not successful and a Final Order is entered holding that
Eminent Domain/Inverse Condemnation Claims are non-dischargeable or may not be impaired, the
GUC Reserve shall be reduced by the lesser of (i) Fifteen Million Dollars ($15,000,000.00) and (ii)
five percent (5%) of the aggregate amount of all Allowed Eminent Domain/Inverse Condemnation
Claims. For the avoidance of doubt, regardless of whether or not such appeal is successful,
Eminent Domain/Inverse Condemnation Claims shall not be deemed CW General Unsecured
Claims.

62.4 Treatment of GDB/PET Claims: On the Effective Date, the holder of the
GDB/PET Claim shall be entitled to receive, in full consideration, satisfaction, release, and
exchange of the Allowed GDB/PET Claim, payments from the Commonwealth equal to, and on
the same timeframe, as the pro rata payments to be made to holders of Allowed CW General
Unsecured Claims pursuant to the terms and provisions of Sections 62.1, 62.2 and 62.3 hereof.

ARTICLE LXIII

PROVISIONS FOR TREATMENT

OF CW/HTA CLAIMS (CLASS 59)

63.1 Treatment of CW/HTA Claims: On the Effective Date, and subject to the
satisfaction of the HTA Distribution Conditions, each holder of an Allowed CW/HTA Claim shall
be entitled to receive, in full consideration, satisfaction, release and exchange of such holder’s
Allowed CW/HTA Claim, such holder’s Pro Rata Share of the CW/HTA Clawback Recovery;
provided, however, that, upon satisfaction of the HTA Distribution Conditions, Ambac, Assured,
and National shall receive their respective shares of the CW/HTA Clawback Recovery on account
of the Ambac CW/HTA Bond Claims, Assured CW/HTA Bond Claims, and National CW/HTA
Bond Claims, respectively; and provided, further, that, upon satisfaction of the HTA Distribution
Conditions, the CW/HTA Clawback Recovery allocable to the FGIC CW/HTA Claims shall be
treated in a manner consistent with the treatment of Allowed FGIC Insured Bond Claims pursuant
to Section 75.4 hereof, as applicable.

63.2 Distribution of the CW/HTA Clawback Recovery: Notwithstanding anything

contained in the Plan to the contrary, upon satisfaction of the HTA Distribution Conditions, the
Commonwealth shall take such actions as are necessary to distribute the CW/HTA Clawback
Recovery to holders of Allowed CW/HTA Claims (including the Monolines) and to make
payments on account thereof in accordance with the terms and provisions of the Plan, the
Clawback CVI Indenture and the HTA Clawback CVI Priority Distribution Waterfall section set
forth on Exhibit “J” annexed hereto; provided, however, that, until receipt of the GDB Loan
Priority Determination, (a) Cash payable with respect to the HTA Clawback CVI and allocable to
the HTA 98 Bonds shall be subject to the CVI Payment Reserve, and (b) the CW/HTA Clawback
Recovery otherwise allocable to holders of Allowed CW/HTA Claims relating to the GDB HTA
Loans shall not be distributed to holders of the GDB HTA Loans; and, provided, further, that, upon
receipt of the GDB Loan Priority Determination, funds in the CVI Payment Reserve and any

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undistributed CW/HTA Clawback Recovery shall be released to holders of HTA Bonds and GDB
HTA Loans, as the case may be, based upon (y) as between holders of HTA 98 Bonds and holders
of GDB HTA Loans, the terms of such GDB Loan Priority Determination, and (z) as between
holders of HTA 68 Bonds and holders of HTA 98 Bonds, the HTA Clawback CVI Priority
Distribution Waterfall section set forth on Exhibit “J” annexed hereto. Notwithstanding the
foregoing, the HTA Clawback CVI to be issued and distributed pursuant to this Article LXIII and
any payments made thereunder shall be held in a reserve or trust, the form and substance of which
shall be reasonably acceptable to Assured and National, up to and including the date on which the
HTA Distribution Conditions are satisfied, and, in the event the HTA/CCDA Plan Support
Agreement is terminated by the Oversight Board, Assured and/or National, the HTA Clawback
CVI and any distributions on account thereof shall be released from such reserve or trust as the
case may be, and distributed to creditors in accordance with the terms set forth on Exhibit “J”
annexed hereto.

ARTICLE LXIV

PROVISIONS FOR TREATMENT OF

CW/CONVENTION CENTER CLAIMS (CLASS 60)

64.1 Treatment of CW/Convention Center Claims: Subject to the terms and

provisions of Section 75.4 hereof, on the Effective Date, each holder of an Allowed
CW/Convention Center Claim (including the Monolines) shall be entitled to receive, in full
consideration, satisfaction, release and exchange of such holder’s Allowed CW/Convention Center
Claim, such holder’s Pro Rata Share of the CW/Convention Center Clawback Recovery; provided,
however, that Ambac and Assured shall receive their respective share of the CW/Convention
Center Clawback Recovery on account of the Allowed Ambac CW/Convention Center Claims and
the Allowed Assured CW/Convention Center Claims, respectively; and, provided, further, that the
CW/Convention Center Clawback Recovery on account of the Allowed FGIC CW/Convention
Center Claims shall be treated in a manner consistent with the treatment of Allowed FGIC Insured
Bond Claims pursuant to Section 75.4 hereof, as applicable.

ARTICLE LXV

PROVISIONS FOR TREATMENT OF

CW/PRIFA RUM TAX CLAIMS (CLASS 61)

65.1 Treatment of CW/PRIFA Rum Tax Claims: On the Effective Date, subject to
the satisfaction of the PRIFA Distribution Conditions, each holder of an Allowed CW/PRIFA Rum
Tax Claim (including the Monolines) shall be entitled to receive, in full consideration, satisfaction,
release and exchange of such holder’s Allowed CW/PRIFA Rum Tax Claim, such holder’s Pro
Rata Share of the CW/PRIFA Clawback Recovery; provided, however that, upon satisfaction of
the PRIFA Distribution Conditions, Ambac and Assured shall receive their respective share of the
CW/PRIFA Clawback Recovery on account of Allowed Ambac CW/PRIFA Rum Tax Claims and
the Allowed Assured CW/PRIFA Rum Tax Claims, respectively; and, provided, further, that the
CW/PRIFA Clawback Recovery on account of the Allowed FGIC PRIFA Rum Tax Claims shall

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be treated in a manner consistent with the treatment of Allowed FGIC Insured Bond Claims
pursuant to Section 75.4 hereof, as applicable.

65.2 Distribution of the Beneficial Interests in the PRIFA Trust: Notwithstanding

anything contained in the Plan to the contrary, (a) on the Effective Date, the Commonwealth shall
take such actions as are necessary to deposit (i) the PRIFA Clawback CVI and the Rum Tax CVI,
and all payments to be made in connection therewith, and (ii) One Hundred Ninety-Three Million
Five Hundred Thousand Dollars ($193,500,000.00) into the PRIFA Trust, each for the benefit of
holders of PRIFA Bond Claims (including the Monolines), and (b) upon satisfaction of the PRIFA
Distribution Conditions, cause the distribution of the beneficial interests of the PRIFA Trust to
holders of PRIFA Bond Claims (including the Monolines); provided, however, that the beneficial
interests in the PRIFA Trust on account of the FGIC Insured PRIFA Bond Claims shall be treated
and distributed in a manner consistent with the treatment of Allowed FGIC Insured Bond Claims
pursuant to Section 75.4 hereof, as applicable.

ARTICLE LXVI

PROVISIONS FOR TREATMENT OF

CW/MBA CLAIMS (CLASS 62)

66.1 Treatment of CW/MBA Claims: On the Effective Date, each holder of an

Allowed CW/MBA Claim shall be entitled to receive, in full consideration, satisfaction, release
and exchange of such holder’s Allowed CW/MBA Claim, such holder’s Pro Rata Share of the
CW/MBA Clawback Recovery.

ARTICLE LXVII

PROVISIONS FOR TREATMENT OF

CW APPROPRIATIONS CLAIMS (CLASS 63)

67.1 Treatment of CW Appropriations Claims: CW Appropriations Claims shall

not receive a distribution pursuant to the Plan and each holder of a CW Appropriations Claim shall
be deemed to have rejected the Plan with respect to such CW Appropriations Claim.

ARTICLE LXVIII

PROVISIONS FOR TREATMENT OF

SECTION 510(b) SUBORDINATED CLAIMS (CLASS 64)

68.1 Treatment of Section 510(b) Subordinated Claims: Section 510(b)

Subordinated Claims shall not receive a distribution pursuant to the Plan and each holder of an
Allowed Section 510(b) Subordinated Claim shall be deemed to have rejected the Plan with
respect to such Section 510(b) Subordinated Claims.

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ARTICLE LXIX

PROVISIONS FOR TREATMENT OF

ERS BOND CLAIMS (CLASS 65)

69.1 Treatment of ERS Bond Claims: On the Effective Date, each holder of an
Allowed ERS Bond Claim shall be entitled to receive, in full consideration, satisfaction, release
and exchange of such holder’s Allowed ERS Bond Claim, such holder’s Pro Rata Share of the
ERS Bond Recovery, without setoff or deduction for taxes; provided, however, that, for purposes
of distribution, calculations shall be based upon the amount of Net Allowed ERS Bond Claims.

69.2 ERS Private Equity Portfolio:

(a) Commonwealth Election to Purchase. From the Effective Date up to and

including April 10, 2023, the Commonwealth shall have the option to purchase the ERS Private
Equity Portfolio for the ERS Portfolio Price. In the event the Commonwealth determines to the
exercise the Commonwealth Election, the Commonwealth shall provide notice thereof by
publication to holders of Allowed ERS Bond Claims on or prior April 10, 2023, and shall
consummate the purchase thereof on or prior to April 25, 2023, with the proceeds thereof being
distributed, without setoff or deduction for taxes, to holders of Allowed ERS Bond Claims in
accordance with the terms and provisions of Section 69.1 hereof.

(b) Bondholder Election to Purchase. In the event that the Commonwealth

declines to exercise the option or fails to provide notice of its exercise of the Commonwealth
Election by April 10, 2023, any holder(s) of Allowed ERS Bond Claims shall have the option to
exercise the Bondholder Election and purchase all of the interests in the ERS Trust for the ERS
Portfolio Price plus such amount as may be necessary to reimburse the Commonwealth for any
funded shortfall amounts in connection with the ERS Private Equity Portfolio during the period
from April 2, 2021 up to and including the purchase thereof pursuant to the Bondholder Election
that have not been previously reimbursed to the Commonwealth, by providing written notice
thereof to the Commonwealth on or prior to April 15, 2023. In the event that one or more holders
of Allowed ERS Bond Claims determine to exercise the Bondholder Election, such electing
holder(s) shall pay such purchase price, on a pro rata basis calculated with respect to the amount of
such holders’ Allowed ERS Bond Claims, to the Commonwealth no later than April 20, 2023.
Upon payment thereof, the Commonwealth shall distribute such proceeds, net of the amounts
necessary to reimburse the Commonwealth for any funded shortfall amounts in connection with
the ERS Private Equity Portfolio that have not been previously reimbursed to the Commonwealth,
and without setoff or deduction for taxes, to holders of Allowed ERS Bond Claims in accordance
with the terms and provisions of Section 69.1 hereof.

(c) Commonwealth Obligation to Purchase. In the event that neither the

Commonwealth Election nor the Bondholder Election shall have been exercised, on April 25,
2023, (i) the Commonwealth shall purchase the ERS Private Equity Portfolio for the ERS Portfolio
Price, and (ii) the Commonwealth shall distribute the proceeds thereof, without setoff or deduction
for taxes, to holders of Allowed ERS Bond Claims in accordance with the terms and provisions of
Section 69.1 hereof.

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(d) Quarterly Reporting. From the Effective Date up to, but not including, the
sale of ERS Private Equity Portfolio in accordance with the terms and provisions of this Section
69.2, the Commonwealth shall provide quarterly portfolio summaries to holders of Allowed ERS
Bond Claims that execute and deliver a non-disclosure agreement, with the understanding that any
information provided thereto shall not be subject to public disclosure.

(e) Tax Accounting. From the Effective Date up to, but not including, the
sale of the ERS Private Equity Portfolio in accordance with the terms and provisions of this
Section 69.2, ERS shall be deemed the owner of the ERS Private Equity Portfolio and the ERS
Trust for all applicable tax purposes, and that no items of taxable income, gain, loss or deduction
attributable to the ERS Private Equity Portfolio or the ERS Trust, as the case may be, shall be
allocated to holders of Allowed ERS Bond Claims unless and until such holder(s) have purchased
the interests in the ERS Trust pursuant to the Bondholder Election and Section 69.2(b) hereof.

69.3 Dismissal of Litigation: On the Effective Date, (a) the ERS Litigation and the
ERS Recovery Actions shall be dismissed and/or denied, with prejudice, and (b) the Oversight
Board, by itself or through its committees, the Creditors Committee, and the ERS Bondholders (on
their own account or on behalf of affiliates or related funds or accounts managed by affiliates)
shall take any and all action as may be reasonably necessary, including, without limitation, filing
such notices, stipulations or other pleadings (i) in the Title III Court to effectuate such dismissal
and/or denial of the ERS Litigation and the ERS Recovery Actions, with prejudice, and (ii) in the
United States Court of Appeals for the Federal Circuit to effectuate the dismissal and/or denial of
the ERS Takings Action, with prejudice.

ARTICLE LXX

PROVISIONS FOR TREATMENT OF

ERS GENERAL UNSECURED CLAIMS (CLASS 66)

70.1 Treatment of ERS General Unsecured Claims:

(a) Treatment of ERS General Unsecured Claims. On the Effective Date, and
subject to the election set forth in Section 70.1(b) hereof, each holder of an Allowed ERS General
Unsecured Claim shall be entitled to receive, in full consideration, satisfaction, release and
exchange of such holder’s Allowed ERS General Unsecured Claim, such holder’s Pro Rata Share
of the ERS GUC Pool.

(b) Allowed Claims of Twenty Thousand Dollars ($20,000.00) or

More/Election to be Treated as a Convenience Claim. Notwithstanding the provisions of Section
70.1(a) of the Plan, any holder of an Allowed ERS General Unsecured Claim, other than an ERS
General Unsecured Claim that is a component of a larger ERS General Unsecured Claim, portions
of which may be held by such or any other holder of an Allowed Claim, whose Allowed ERS
General Unsecured Claim is more than Twenty Thousand Dollars ($20,000.00), and who elects to
reduce the amount of such Allowed ERS General Unsecured Claim to Twenty Thousand Dollars
($20,000.00), or, if a holder of multiple Allowed ERS General Unsecured Claims, elects to reduce
the amount of such multiple Allowed ERS General Unsecured Claims to an aggregate amount of

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Forty Thousand Dollars ($40,000.00), shall, at such holder’s option, be entitled to receive, based
on such Allowed ERS General Unsecured Claim as so reduced, distributions pursuant to Section
72.1 hereof. Such election must be made on Ballot/Election Form and be received by the Debtors
on or prior to the Ballot Date. Any election made after the Ballot Date shall not be binding upon
the Debtors unless the Ballot Date is expressly waived, in writing, by the Debtors; provided,
however, that, under no circumstances may such waiver by the Debtors occur on or after the
Effective Date.

70.2 Limitation on Recovery: Notwithstanding anything contained herein to the

contrary, including, without limitation, the distributions to be made to holders of an Allowed ERS
General Unsecured Claim in accordance with the provisions of Section 70.1 hereof, in the event
that the sum of the distributions of Cash and Cash received on account of Avoidance Actions net
recoveries are equal to or in excess of one hundred percent (100%) of such holder’s Allowed ERS
General Unsecured Claim, the Avoidance Actions Trust Interests allocable to the ERS GUC Pool
and Cash otherwise distributable to such holder on account of net recoveries from the Avoidance
Actions Trust shall be deemed redistributed, on a pro rata basis, to the benefit of holders of
Allowed CW General Unsecured Claims.

ARTICLE LXXI

PROVISIONS FOR TREATMENT OF

GRACIA GRACIA CLAIMS (CLASS 67)

71.1 Treatment of Gracia Gracia Claims: On the Effective Date, the Gracia Gracia
Settlement shall be deemed assumed and (a) the members of the class certified in the Gracia
Gracia CW Action and the Gracia Gracia Federal Action and the counsel to such classes shall be
entitled to receive funds in accordance with the terms and provisions of the Gracia Gracia
Settlement and (b) pursuant to the Confirmation Order, all pending motions, applications,
litigations and appeals with respect to the Gracia Gracia CW Action and the Gracia Gracia Federal
Action shall be deemed withdrawn with prejudice.

ARTICLE LXXII

PROVISIONS FOR TREATMENT OF

CONVENIENCE CLAIMS (CLASS 68)

72.1 Treatment of Convenience Claims: On the later of the 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.

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ARTICLE LXXIII

PROVISIONS FOR TREATMENT

OF FEDERAL CLAIMS (CLASS 69)

73.1 Treatment of Federal Claims: On the later to occur of (a) the Effective Date and
(b) the date on which a Federal Claim shall become an Allowed Claim, the Reorganized Debtors
shall (i) in their 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 Effective Date and continuing on each
anniversary thereafter, or (ii) satisfy and discharge such allowed Federal Claims on such terms as
the Reorganized Debtors and the holder of any such Allowed Federal Claim shall agree.

ARTICLE LXXIV

PROVISIONS REGARDING NEW GO BONDS,

CVIS AND ADDITIONAL INDEBTEDNESS

74.1 Issuance and Distribution of the New GO Bonds: On the Effective Date,
Reorganized Commonwealth shall issue the New GO Bonds, consisting of New GO CIBs, New
GO 5.375% CABs and New GO 5.0% CABs, as more particularly described herein. The
maturities, interest rates and amortization schedules for the New GO Bonds are annexed hereto as
Exhibit “I”. All debt service on the New GO Bonds 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 New GO Bonds are paid or satisfied in
full in accordance with their terms. Interest on the New GO Bonds 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 GO Bonds, the Government Parties shall use their
commercially reasonable best efforts to obtain ratings on the New GO Bonds, including promptly
responding in good faith to documentary or other requests, as soon as reasonably practicable as
determined solely by the Government Parties, following consultation with up to two (2) Initial
GO/PBA PSA Creditors, jointly designated by the Constitutional Debt Group, the GO Group, the
LCDC, the QTCB Group, Syncora, Assured (solely to the extent that it has not terminated the
GO/PBA Plan Support Agreement as to itself), and National (solely to the extent that it has not
terminated the GO/PBA Plan Support Agreement as to itself), each of which shall have executed a
confidentiality agreement, in form and substance satisfactory to the Oversight Board and
restricting such Initial GO/PBA PSA Creditors from trading New GO Bonds, including based upon
the Government Parties’ judgment with respect to expected benefits. 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 Plan to the contrary, to the extent that Taxable New GO Bonds are issued, such

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Taxable New GO Bonds shall be distributed to holders of Allowed Claims in the following order
of priority: (1) first, to holders of Allowed Taxable Election CW Claims and (2) second, pro rata to
all other holders of Allowed Claims and recipients of New GO Bonds, without duplication.

(a) New GO CIBs: Subject to any adjustments provided for herein, the New
GO CIBs shall have the original principal amount, interest rate, maturity date and taxable status as
follows: (a) Seven Hundred Forty-Five Million Fifty Thousand Dollars ($745,050,000.00), five
percent (5.0%), July 1, 2023, and tax exempt, (b) Seven Hundred Forty Million Eight Hundred
Twenty Thousand Dollars ($740,820,000.00), five percent (5.0%), July 1, 2025, and tax-exempt,
(c) Seven Hundred Twenty-Nine Million Five Hundred Sixty-Five Thousand Dollars
($729,565,000.00), five percent (5.0%), July 1, 2027, and tax exempt, (d) Seven Hundred Ten
Million Forty Thousand Dollars ($710,040,000.00), five percent (5.0%), July 1, 2029, and tax-
exempt, (e) Six Hundred Eighty Million Eight Hundred Thirty-Five Thousand ($680,835,000.00),
five percent (5.0%), July 1, 2031, and tax-exempt, (f) Six Hundred Thirty-Seven Million Forty
Thousand Dollars ($637,040,000.00), four percent (4.0%), July 1, 2033, and tax-exempt, (g) Four
Hundred Forty-Eight Million Five Hundred Eighty Thousand Dollars ($448,580,000.00), four
percent (4.0%), July 1, 2035, and tax-exempt, (h) Two Hundred Fifty-Five Million Six Hundred
Sixty Thousand Dollars ($255,660,000.00), four percent (4.0%), July 1, 2037, and tax-exempt, (i)
Two Hundred Four Million Six Hundred Thousand Dollars ($204,600,000.00), four percent
(4.0%), July 1, 2041, and tax-exempt, (j) Eight Hundred Twenty-Two Million Two Hundred Sixty
Thousand Dollars ($822,260,000.00), five percent (5.0%), July 1, 2041, and taxable, and (k) Seven
Hundred Eight Million Eight Hundred Sixty-Five Thousand Dollars ($708,865,000.00, four
percent (4.0%), July 1, 2046, and tax-exempt. New GO CIBs shall not carry any default rate of
interest; provided, however, that the interest shall continue to accrue on all overdue debt service, at
the regular coupon rate, compounding semi-annually, until paid or satisfied in full in accordance
with their terms.

(b) New GO CABs: Subject to any adjustments provided for herein, the New
GO CABs shall have the original principal amount, accretion yield, maturity date and taxable
status as follows: (a) Two Hundred Eighty-Eight Million Two Hundred Forty-One Thousand Nine
Hundred Eighty-Nine Dollars and Seventy-Five Cents ($288,241,989.75), five percent (5.0%), July
1, 2024, and tax-exempt, and (b) Four Hundred Forty-Two Million Five Hundred Six Thousand
Five Hundred Fifty-Three Dollars and Fifty Cents ($442,506,553.50), five and three hundred
seventy-five one thousandths percent (5.375%), July 1, 2033, and tax-exempt. New GO 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) Deemed Issuance Date: Notwithstanding the timing of the Effective

Date, interest on the New GO Bonds shall commence to accrue or accrete, as applicable on the
earlier to occur of (i) July 1, 2021 and (ii) the Effective Date, which date shall be designated as the
“dated” date of the New GO Bonds.

(d) Call Provisions/Optional Redemption: The New GO Bonds shall be

callable, in whole or in part, in any order of maturity, at par (or at the accreted value for the 2033
CABs) plus accrued interest thereon, upon thirty (30) day’s prior written notice as follows:

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2023 CIBS: Non-Callable

2024 CABS: Non-Callable
2025 CIBS: Non-Callable
2027 CIBS: Non-Callable
2029 CIBS: Non-Callable
2031 CIBS: Non-Callable
2033 CIBS: Callable as follows:
Date Price
July 1, 2031 through June 30, 2032 103% of Par
July 1, 2032 through June 30, 2033 102% of Par

2035, 2037, 2041 and 2046 CIBS (Taxable and Tax-Exempt): Callable as follows:
Date Price
July 1, 2031 through June 30, 2032 103% of Par
July 1, 2032 through June 30, 2033 102% of Par
July 1, 2033 through June 30, 2034 101% of Par
July 1, 2034 and thereafter 100% of Par

2033 CABS: Callable as follows:

Date Price
July 1, 2031 and thereafter 100% of Accreted Value

If less than all of the New GO Bonds of a particular series are called for prior redemption,
Reorganized Commonwealth will select the maturity or maturities of such series of the New GO
Bonds to be redeemed, and, if less than all of the New GO Bonds within a maturity have been
called for redemption, the Depository Trust Company, on behalf of the New GO Bonds Trustee,
will select the New GO Bonds within the same maturity of such series to be redeemed by means of
a random lottery.

(e) Deemed Annual Allocation: Pursuant to the New GO Bonds Legislation,

the Reorganized Commonwealth shall covenant that, until the New GO Bonds have been paid or
satisfied in full in accordance with their terms, each FY, the Reorganized Commonwealth shall
satisfy its obligations to holders of New GO Bonds, by allocating to the payment of principal and
interest (and accreted value) with respect to the New GO Bonds issued to such holders, first, the
1.03% property tax levied pursuant to Act 83-1991 and collected by CRIM with respect to the New
GO Bonds until the total amount of such property taxes shall have been paid to holders of the New
GO Bonds, second, the monies arising from the operation of Article VI, Section 8 of the
Commonwealth Constitution until the total amount of such monies shall have been paid to holders
of the New GO Bonds, and third other resources of the Reorganized Commonwealth. Without
limiting the foregoing, within thirty (30) days following the conclusion of each quarter of each FY,
CRIM shall pay to the Commonwealth amounts collected by CRIM in connection with the 1.03%
property tax levied pursuant to Act 83-1991 and which are due and owing to the Commonwealth.

(f) Monthly Deposits of Interest and Principal: From and after the
Effective Date, until the New GO Bonds have been paid or satisfied in full in accordance with their

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terms, on the first (1st) Business Day of each calendar month, the Reorganized Commonwealth
shall deposit Cash in the Debt Service Fund with the New GO Bonds Trustee in the aggregate
amount equal to (i) one-sixth (1/6) of the Reorganized Commonwealth’s semi-annual obligation
with respect to the payment of interest to accrue on the New GO Bonds through the next interest
payment date, and (ii) one twelfth (1/12) of the Reorganized Commonwealth’s annual obligation
with respect to the payment of principal (or accreted value) on the New GO Bonds. Upon deposit
thereof, pursuant to the New GO Bonds Legislation, the New GO Bonds Trustee, on behalf of the
holders of New GO Bonds, shall have a valid and perfected statutory lien and security interest on
such monies deposited with the New GO Bond Trustee, which monies shall be held in trust for the
benefit of holders of the New GO Bonds. Without limiting the foregoing, on the Effective Date,
the Reorganized Commonwealth shall deposit into the Debt Service Fund such additional amounts
as may be necessary to account for the New GO Bonds being issued as of the Deemed Issuance
Date.

(g) Covenants for New GO Bonds: On the Effective Date, the Definitive
Documents, including the New GO Bonds Indenture, New GO Bonds Legislation and/or the
Confirmation Order, will contain customary terms, conditions and covenants for similarly
structured and supported bonds, including, without limitation, the following covenants and other
provisions with respect to New GO Bonds:

(i) Non-Impairment Covenant: Pursuant to the New GO Bonds

Legislation and the New GO Bonds Indenture, the Reorganized Commonwealth shall covenant for
the benefit of all initial and subsequent holders of New GO Bonds that, until all obligations with
respect thereto have been paid or satisfied in full in accordance with their terms, the Reorganized
Commonwealth will take no action that would (1) impair the monthly deposits of interest and
principal referred to in Section 74.1(f) hereof, (2) limit or alter the rights vested in the Debtors or
Reorganized Debtors in accordance with the Plan and the Confirmation Order to fulfill the terms of
any agreements with the holders of the New GO Bonds or (3) impair the rights and remedies of the
holders of the New GO Bonds.

(ii) Tax-Exemption Covenant: Pursuant to the New GO Bonds

Indenture, the Reorganized Commonwealth shall covenant for the benefit of all initial and
subsequent holders of federally tax-exempt New GO Bonds that, until all obligations with respect
thereto have been paid or satisfied in full in accordance with their terms, Reorganized
Commonwealth will do and perform all acts and things permitted by law and reasonably necessary
or desirable to assure that interest paid to the holders of any federally tax-exempt New GO Bonds
shall be and remain excludable from gross income for federal income tax purposes.

(h) Rights of Acceleration: The New GO Bonds shall not have rights of
acceleration.

(i) Residual Interest of the Commonwealth: Pursuant to the New GO

Bonds Indenture, and subject to such additional rights and obligations as provided therein, any
funds held by the New GO Bonds Trustee in excess of the required deposits pursuant to the New
GO Bonds Indenture shall be released by the New GO Bonds Trustee to, or at the direction of, the
Reorganized Commonwealth, upon payment or satisfaction in full of the New GO Bonds in

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accordance with their terms, such amounts shall revert and be distributed to, or at the direction of,
the Reorganized Commonwealth.

(j) Direct Right of Action: Pursuant to the New GO Bonds Indenture, and
subject to such additional rights as provided therein, the New GO Bonds Trustee shall have a direct
right of action to enforce the terms of the New GO Bonds Indenture, including, without limitation,
with respect to funding deposits in the Debt Service Fund and seeking specific performance and
other available remedies for any breach of covenants in the New GO Bonds Indenture.

(k) Governing Law: The New GO Bonds Indenture and the New GO 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 GO Bonds Indenture and the New GO Bonds, the
holders of New GO Bonds shall be entitled to the rights and remedies of holders of public debt of
the Commonwealth established in Sections 2 and 8 of Article VI of the Commonwealth
Constitution.

74.2 Issuance and Distribution of the CVIs:

(a) Issuance of GO CVIs: On the Effective Date, Reorganized

Commonwealth shall issue the GO CVIs, in the aggregate original notional amount of Three
Billion Five Hundred Million Dollars ($3,500,000,000.00), having a maturity date of July 1, 2043
and a final redemption payment date of November 1, 2043, and, subject to the provisions set forth
in the CVI Indenture, the CVI Legislation, the Confirmation Order, and as more fully set forth on
Exhibit “J” hereto.

(b) Issuance of Clawback CVIs: On the Effective Date, Reorganized

Commonwealth shall issue the Clawback CVIs, in the aggregate original notional amount equal to
Five Billion Three Hundred Eighty-Four Million One Hundred Twenty-Seven Thousand Seven
Hundred Sixty-Four Dollars ($5,384,127,764.00), having a maturity date of July 1, 2051 and a
final redemption payment date of November 1, 2051, and, subject to the provisions set forth in the
CVI Indenture, the CVI Legislation, the Confirmation Order, and as more fully set forth on Exhibit
“J” hereto.

(c) Payment Waterfall and Redemption Provisions: The GO CVIs shall be

subject to mandatory redemption in accordance with priorities set forth in the “Subject to Waterfall
Annual Mandatory Redemption Payments” provisions set forth on Exhibit “J” annexed hereto,
subject to the provisions set forth in Annex 1 thereto and the allocation set forth in Annex 3
thereto. The Clawback CVIs shall be subject to mandatory redemption in accordance with the
“Mandatory Redemption Payments to Subject to Waterfall Clawback CVI” and “Mandatory
Redemption Payments to Not Subject to Waterfall Clawback CVI” provisions set forth on Exhibit
“J” annexed hereto, subject to provisions set forth in Annex 2 thereto, the allocation set forth in
Annex 4 thereto and the priorities set forth in Annex 6 thereto.

(d) Direct Right of Action: Pursuant to the CVI Indenture, and subject to
such additional rights as provided therein, the CVI Trustee shall have a direct right of action to

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enforce the terms of the CVI Indenture, including, without limitation, with respect to payments in
respect of the CVIs and seeking specific performance and other available remedies for any breach
of covenants in the CVI Indenture.

(e) Full Faith and Credit: For payment of the CVIs, the Commonwealth
shall pledge its full faith, credit and taxing power pursuant to Article VI of the Commonwealth
Constitution and applicable Puerto Rico law.

(f) Non-Impairment Covenant: The Reorganized Commonwealth shall

covenant for the benefit of all initial and subsequent holders of CVIs that, until all obligations with
respect thereto have been paid or otherwise satisfied in accordance with their terms, the
Reorganized Commonwealth will not: (a) take any action that would impair the rights and
remedies of the holders of the CVIs; (b) limit or restrict the rights or powers of the appropriate
officers of the Reorganized Commonwealth to fulfill the terms of any agreements made with
respect to the CVIs; (c) impair the ability of the holders of the CVIs to track performance of the
Measured SUT; provided, however, that the foregoing shall not preclude the Reorganized
Commonwealth from exercising its power, through a change in law, to eliminate the Measured
SUT, or replace the Measured SUT with a Substitute Measured Tax, each in accordance with the
CVI Indenture, which shall protect holders of CVIs from such elimination or replacement
reducing the likelihood that Outperformance Condition will be satisfied; and, provided, further,
that the CVI Indenture shall include a mechanism for public disclosure by the Reorganized
Commonwealth of (x) the amounts of Measured SUT, (y) the SUT collections, and (z) the
calculation of any SUT True-Up or Baseline SUT Reduction, as defined and reflected in Exhibit
“J” annexed hereto or (d) not now or in the future, subject payments or redemptions made with
respect to the CVIs to any Commonwealth tax or withholding obligation imposed by the
Commonwealth regardless of whether such payments or redemptions with respect to the CVIs may
be exempt from the payment of federal or state taxes, including, without limitation, the twenty-
nine percent (29%) Puerto Rico income tax withholding at source that may otherwise be applicable
to such payments or redemptions.

(g) Governing Law: The CVI Indenture and the CVIs issued thereunder
shall be governed by the laws of the State of New York, without giving effect to principles of
conflicts of laws; provided, however, that, notwithstanding the application of the laws of the State
of New York to govern the CVI Indenture and the CVIs, the holders of CVIs shall be entitled to
the rights and remedies of holders of public debt of the Commonwealth established in Sections 2
and 8 of Article VI of the Commonwealth Constitution.

74.3 Tax-Exempt Treatment of the New GO Bonds: Notwithstanding the terms and
provisions of Sections 74.1 and 74.2 hereof, in the event that the Government Parties obtain a
determination from the IRS or an opinion from Section 103 Bond Counsel (collectively, a
“Favorable Determination”) that the ratio of the aggregate amount of all taxable New GO Bonds to
be issued on the Effective Date (the “New Ratio”) to the total aggregate amount of all New GO
Bonds is less than thirteen percent (13%) (the “Existing Ratio”), (i) in the event that the Favorable
Determination is obtained on or prior to the Effective Date, the holders of any Claims receiving
New GO Bonds pursuant to the Plan shall receive the benefit of such Favorable Determination in
the form of tax-exempt New GO Bonds issued pursuant to the Plan with coupons for all maturities

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equal to the coupons on the tax-exempt New GO Bonds set forth on Exhibit “I” hereto, and, to the
extent that the Government Parties and the Initial GO/PBA PSA Creditors determine during the
period up to and including the Effective Date to modify the coupons set forth on Exhibit “I”
hereto, the amount of par New GO Bonds will either increase or decrease, on a dollar-for-dollar
basis, depending upon the coupon structure, subject to the amount of the maximum annual debt
service provided for in Exhibit “I” hereto, and any such modification being applied to creditors pro
rata on a post-application of GO/PBA PSA Restriction Fee and GO/PBA Consummation Costs
recovery basis as described in footnote 8 to Annex 2-A to Exhibit “I” of the GO/PBA Plan Support
Agreement, (ii) in the event that the Favorable Determination is obtained subsequent to the
Effective Date and the New Ratio is less than the Existing Ratio, then the holders of the Taxable
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; provided, however, 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 (iii) in the event that neither of the
foregoing determinations are obtained, the covenants to seek such determinations shall terminate
upon the earlier to occur of (1) December 15, 2021, (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 GO Bonds Indenture following receipt of a favorable determination
and consummation of an Exchange Offer.

74.4 Comprehensive Cap on All Net Tax-Supported Debt: During the Debt Policy
Period, pursuant to the Debt Responsibility Act and in accordance with the New GO Bonds
Indenture and the CVI Indenture, the Commonwealth and the Reorganized Commonwealth, as
applicable, shall adopt and maintain a Debt Management Policy that includes a
Comprehensive Cap on all Net Tax-Supported Debt of Article IV of the Debt Responsibility
Act, which cap shall be set at seven and ninety-four one hundredths percent (7.94%) of Debt
Policy Revenues as and when measured in accordance with the Debt Responsibility Act,
including a secured and/or securitized debt sublimit of twenty-five one hundredths percent
(0.25%) of Debt Policy Revenues above and beyond the percentage of Debt Policy Revenues
required to pay the maximum annual debt service on the COFINA Bonds outstanding as of the
Effective Date. Debt service payments on New GO CABs issued pursuant to the Plan to
holders or insurers of GO Bonds and PBA Bonds, and payments on CVIs that may be issued
pursuant to the Plan or other contingent value instruments issued pursuant to or in connection
with a Commonwealth Instrumentality Plan, including a Commonwealth Instrumentality Plan
for HTA, CCDA, or PRIFA, in satisfaction of claims asserted by (a) holders or insurers of
bonds issued by such instrumentality or (b) other creditors of such instrumentality, will not
apply towards the Comprehensive Cap. For the avoidance of doubt, any capital appreciation
general obligation bonds or similar tax supported debt obligations issued to anyone other than

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the holders or insurers of GO Bonds and PBA Bonds pursuant to the Plan, and any contingent
value instruments or similar tax supported debt obligations issued other than pursuant to or in
connection with the Plan or any Commonwealth Instrumentality Plan, shall count towards the
Comprehensive Cap, irrespective of whether issued prior to or after the Effective Date. The
Secretary of Treasury’s certification of compliance with the Debt limit pursuant to this Section
74.4 shall be conclusive and binding absent manifest error; provided, however, that, in issuing
such certification, with respect to the calculation of the revenues of public corporations included as
Debt Policy Revenues, the Secretary of Treasury may rely on certifications from officers of such
public corporations.

74.5 Adoption and Maintenance of a Debt Management Policy: During the Debt
Policy Period, the Reorganized Commonwealth shall maintain and comply with a Debt
Management Policy designed to ensure that certain past Debt issuance practices of the
Commonwealth are not repeated. While the Reorganized Commonwealth 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 the

Reorganized Commonwealth achieves and maintains a structurally balanced budget consistent with
PROMESA’s requirement that Puerto Rico return to fiscal responsibility, Tax-Supported Debt
issued after the Effective Date may only be incurred to finance Capital Improvements, as
determined by the issuer of such Debt and approved by AAFAF, or to refinance Tax-Supported
Debt in accordance with the terms and provisions of Section 74.5(d) hereof. Proceeds derived
from any such issuance may be used to cover any and all direct and indirect expenses that, in the
issuer’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 Tax-Supported Borrowing: No

Tax-Supported Debt issued on or after the 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 (a) Tax-Supported Debt issued
to finance public housing facilities, subject to the limitation established in the Commonwealth
Constitution or (b) Tax-Supported Debt issued to refinance Debt that was Outstanding prior to the
Effective Date and had a legal maturity of more than thirty (30) years, subject to terms and
provisions of Section 74.5(d) hereof.

(c) Required Principal Amortization: No series of Tax-Supported Debt

issued from and after the Effective Date may be issued unless its principal commences to amortize
within two (2) years of its original issuance date, or such other period not to exceed five (5) years
from original issuance as may be permitted under the U.S. Internal Revenue Code for tax exempt
financings of new construction or reconstruction of Capital Improvements, and continues
amortizing in each and every year until such Debt is no longer outstanding.

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(d) Refinancings Permitted only for Cash Flow Savings in Every Fiscal
Year: Refinancings of Tax-Supported 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 the Reorganized Commonwealth in its Debt Management Policies; 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.

(e) Fiscal Plan Debt Service: Any post-Effective Date Fiscal Plan shall
include provisions for the payment, in each FY of (a) principal and interest (and accreted value)
with respect to the New GO Bonds, including, without limitation, sinking fund payments due in
such FY and (b) to the extent that the Outperformance Condition is satisfied in the prior FY, any
amounts due and owing on the CVIs in accordance with the terms of the CVI Indenture.

Notwithstanding the foregoing, nothing contained herein shall prohibit the Reorganized
Commonwealth 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 LXXV

PROVISIONS REGARDING ASSURED INSURED BONDS, NATIONAL

INSURED BONDS, SYNCORA INSURED BONDS, AMBAC INSURED BONDS AND
FGIC INSURED BONDS

75.1 Treatment of Assured Insured Bond Claims: In the event that Classes 2, 17,
24, 32, 37, and 42 vote to accept the 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 and 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 Effective Date, then, notwithstanding any other provision of the Plan, holders of
Assured Insured Bond Claims shall receive the following treatments:

(a) Assured Election: With respect to the Assured Insured Bonds identified
on Exhibit “A” to the Assured Election Notice, Assured shall receive the Cash and CVIs allocable
to holders of such Assured Insured Bonds, and such Assured Insured Bonds selected by Assured
shall be paid, in full, on the 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 Effective Date from (a) the proceeds of all or any portion of the Assured New GO Bonds
allocable to holders of such Assured Insured Bonds, which Assured New GO Bonds shall be (i)

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insured, at Assured’s election, in accordance with a new insurance policy issued by Assured on
terms acceptable to Assured, (ii) underwritten in an “offering” within the meaning of SEC Rule
15c2-12, and (iii) sold into the market such that they are issued and delivered to such
underwriter(s) on the Effective Date, and (b) to the extent such proceeds of the Assured New GO
Bonds are not sufficient to pay the Assured Acceleration Price, amounts equal to such deficiency
paid by Assured 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 such deficiency amount 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. The principal amounts, maturities
and interest rates on such Assured New GO Bonds allocated on account of the Assured Insured
Bonds identified on Exhibit “A” to the Assured Election Notice shall be determined by Assured in
consultation with applicable underwriter(s), such that the interest rates on such Assured New GO
Bonds shall be the lowest interest rates necessary for such Assured New GO Bonds to be issued
with increased par amounts relative to other New GO Bonds and otherwise result in the Assured
New GO Bonds being issued at the lowest aggregate yield; provided, however, that the annual debt
service on the Assured New GO Bonds due in any FY shall not be greater than the annual debt
service that would have been due in such FY if such Assured New GO Bonds had the same terms
as the other New GO Bonds. If either (i) at or prior to the time of pricing of Assured New GO
Bonds, Assured determines, based on its good faith evaluation of the circumstances, that Assured
New GO Bonds cannot be sold into the market on terms acceptable to Assured, or (ii) such
Assured New GO Bonds are not issued to the underwriter(s) for any reason, then, in either case,
Assured (A) may elect, in its sole discretion, to exercise the Assured Acceleration Price Payment
Option by paying the applicable Assured Acceleration Price to the holders of any Assured Insured
Bonds identified on Exhibit “A” to the Assured Election Notice; provided, however, that, for the
avoidance of doubt, Assured shall not be required to pay itself the 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, and (B) shall receive, on the Effective Date the Assured New GO Bonds in
respect of which the Assured Acceleration Price Payment Option is exercised and any Cash and
other Assured New Securities allocable to the relevant Assured Insured Bonds, which Assured
New GO Bonds may, at Assured’s election, be insured in accordance with a new insurance policy
issued by Assured on terms acceptable to it. Payment of the applicable Assured Acceleration Price
with respect to any Assured Insured Bond, including in accordance with the Assured Election or
the Assured Acceleration Price Payment Option, 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
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

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Section 75.1(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 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 Cash and Assured New Securities allocable to such holder under the
Plan, which Assured New Securities, in the case of Assured New GO Bonds, may, at Assured’s
selection, be insured in accordance with a new insurance policy issued by Assured on terms
acceptable to it, but at no cost or premium to the Commonwealth; 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) certain
Assured New Securities 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 75.1(c) hereof, the payment of the principal of the
Assured Insured Bonds shall be accelerated from and after the Effective Date, and such Assured
Insured Bonds shall be due and payable from and after the 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 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 on the
Effective Date or 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 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 Plan, to the extent that there are no outstanding payment defaults by Assured with
respect to Assured Insured Bonds up to and including the Effective Date, the payment of the
principal of the Assured Insured Bonds shall be accelerated from and after the Effective Date, and
such Assured Insured Bonds shall be due and payable from and after the Effective Date at the

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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 Plan, on the Effective Date, the Commonwealth, PBA and CCDA 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 the Commonwealth, PBA and CCDA 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 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.

75.2 Treatment of National Insured Bond Claims: In the event that Classes 3, 18,
and 25 vote to accept the 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 Effective
Date, then, notwithstanding any other provision of the Plan, on the Effective Date, holders of
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; 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 75.2 and National shall receive the National Plan
Consideration on account of such bonds:

(a) National Commutation Treatment: Each holder of an Allowed National

Insured Bond Claim shall have the option to elect on the Ballot/Election Form to receive, on the
Effective Date, the National Commutation Consideration, distributable by or at the direction of
National, and, if elected, (i) the beneficial 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, and (ii) National shall receive the National Plan Consideration that otherwise
would be allocable or distributable to such holder of an Allowed National Insured Bond Claim. If
a holder of an Allowed National Insured Bond Claim (1) fails to timely and validly elect the
National Non-Commutation Treatment or (2) submits an election for less than all of its National
Insured Bond Claims (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
this subsection (a), to commute the National Insurance Policies, to release and discharge National’s
obligations under the National Insurance Policies, and to receive distributions in accordance with
this subsection (a). A holder of an Allowed National Insured Bond Claim that does not validly
elect to receive the National Non-Commutation Treatment shall be deemed to have had, on or after
the Effective Date, the National Insured Bonds, including the obligations of National under the

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related National Insurance Policies, underlying such holder’s Allowed National Insured Bond
Claim cancelled.

(b) National Non-Commutation Treatment: In the event that a holder of an

Allowed National Insured Bond Claim timely and validly elects not to receive the National
Commutation Treatment in accordance with the provisions Section 75.2(a) hereof, such holder of
an Allowed National Insured Bond Claim 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:

(i) Custodial Trusts: Such holder of an Allowed National Insured

Bond Claim shall (A) deposit, or be deemed to have deposited, among other things, such holder’s
Pro Rata Share of the National Plan Consideration and the National Insured Bonds allocable to
such electing holder into the applicable National Trust, (B) be deemed to have received its Pro
Rata Share of the National Plan 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 National Insured Bond Claim

shall deposit, or be deemed to have deposited, among other things, such holder’s Pro Rata Share of
the National Plan Consideration in the National Escrow Account and such deposited National Plan
Consideration shall be held as security for National’s obligations to the holders of the National
Insured Bonds whose National Plan 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
National Insured Bond Claim and National shall fully and completely discharge its obligation to
such holder of an Allowed National Insured Bond Claim by paying on the Effective Date, in Cash,
the amount thereof at the National Acceleration Price.

(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, selecting among options (i) through (iv) above, with respect to different CUSIPs and
different holders of National Insured Bonds.

(c) Acceleration of National Insured Bonds: Notwithstanding any other

provision of the Plan, to the extent that there are no outstanding payment defaults by National with
respect to National Insured Bonds up to and including the Effective Date, the payment of the
principal of the National Insured Bonds shall be accelerated as of the Effective Date, and the

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National Insured Bonds shall be due and payable from and after the 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.

(d) Assignment of Redemption Rights: Notwithstanding any other

provision of the 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 Effective Date, the Commonwealth and PBA 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 the Commonwealth
or PBA, as applicable, 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.

(e) Entitlement to Vote: Subject to the terms and provisions of the

Disclosure Statement Order, (a) the solicitation of acceptances and rejections to the Plan by
holders of National Insured Bond Claims and National CW/HTA 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 and the National Non-Commutation Treatment as set forth in
Section 75.2(a) hereof shall be made by the beneficial holders of National Insured Bonds;
provided, however, that the form of the National Non-Commutation Treatment shall be selected
by National in accordance with Section 75.2(b) hereof.

(f) Deemed Election: Each holder of an Allowed Vintage PBA Bond Claim
(National) and an Allowed Vintage CW Guarantee Bond Claim (National) shall have the option to
elect on the Ballot/Election Form between options (a) or (b) in Section 75.2 as described above;
provided, however, that holders making an election pursuant to Section 75.2 with respect to such
holders’ Allowed Vintage PBA Bond Claim (National) shall be deemed to have made the same
election with respect to such holders’ corresponding Allowed Vintage CW Guarantee Bond Claim
(National) pursuant to Section 75.2 hereof.

75.3 Treatment of Syncora Insured Bond Claims: In the event that Classes 6, 21,
and 28 vote to accept the Plan in accordance with Section 1126 of the Bankruptcy Code, on the
Effective Date, notwithstanding any other provision of the Plan, Syncora Insured Bond Claims
shall receive the following treatments, which treatments shall be selected by Syncora, in its sole
and absolute discretion, at or prior to the commencement of the Disclosure Statement Hearing:

(a) Syncora Commutation Treatment: Each holder of an Allowed Syncora

Insured Bond Claim shall have the option to elect on the Ballot/Election Form to receive, on the
Effective Date, the Syncora Commutation Consideration, distributable by or at the direction of
Syncora, and, if elected, (i) the beneficial holder thereof shall have no other or further rights under
or with respect to the applicable Syncora Insurance Policy or any Syncora Trust or Syncora
Escrow Account and (ii) Syncora shall receive the Syncora Plan Consideration that otherwise
would be allocable or distributable to such holder of an Allowed Syncora Insured Bond Claim. If a

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holder of an Allowed Syncora Insured Bond Claim (1) fails to timely and validly elect the Syncora
Non-Commutation Treatment or (2) submits an election for less than all of its Syncora Insured
Bond Claims (in which case, such election shall be void and of no force of effect), such holder
shall be deemed to have elected to receive the Syncora Commutation Treatment set forth in this
subsection (a), to commute the Syncora Insurance Policies, to release and discharge Syncora’s
obligations under the Syncora Insurance Policies, and to receive distributions in accordance with
this subsection (a). A holder of an Allowed Syncora Insured Bond Claim that does not validly
elect to receive the Syncora Non-Commutation Treatment shall be deemed to have had, on or after
the Effective Date, the Syncora Insured Bonds, including the obligations of Syncora under the
related Syncora Insurance Policies, underlying such holder’s Allowed Syncora Insured Bond
Claim cancelled.

(b) Syncora Non-Commutation Treatment: In the event that a holder of an

Allowed Syncora Insured Bond Claim timely and validly elects not to receive the Syncora
Commutation Treatment in accordance with the provisions Section 75.3(a) hereof, such holder of
an Allowed Syncora Insured Bond Claim shall receive one or more of the following treatments, at
Syncora’s election, which election shall be exercised by Syncora at or prior to the commencement
of the Disclosure Statement Hearing.

(i) Custodial Trusts: Such holder of an Allowed Syncora Insured

Bond Claim shall (A) deposit, or be deemed to have deposited, among other things, such holder’s
Pro Rata Share of the Syncora Plan Consideration and the Syncora Insured Bonds allocable to such
electing holder into the applicable Syncora Trust, (B) be deemed to have received its Pro Rata
Share of the Syncora Plan Consideration and Syncora Certificates in consideration therefor, and
(C) have no recourse to Syncora or the Syncora Insurance Policies other than as provided for under
the terms of the Syncora Trust.

(ii) Escrow: Such holder of an Allowed Syncora Insured Bond Claim

shall deposit, or be deemed to have deposited, among other things, such holder’s Pro Rata Share of
the Syncora Plan Consideration in the Syncora Escrow Account and such deposited Syncora Plan
Consideration shall be held as security for Syncora’s obligations to the holders of the Syncora
Insured Bonds whose Syncora Plan Consideration was deposited in the Syncora Escrow Account
under the Syncora Insurance Policies.

(iii) Payment of Accelerated Amounts: Syncora shall receive the

Syncora Plan Consideration that would be otherwise allocable to such holder of an Allowed
Syncora Insured Bond Claim and Syncora shall fully and completely discharge its obligation to
such holder of an Allowed Syncora Insured Bond Claim by paying on the Effective Date, in Cash,
the amount thereof at the Syncora Acceleration Price.

(iv) Alternative Treatment: The Oversight Board and Syncora

reserve the right to formulate an alternative election or implementation option with respect to the
Syncora Insured Bonds that is mutually acceptable to the Oversight Board and Syncora, 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.

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Notwithstanding the foregoing, and for the avoidance of doubt, Syncora may make different
elections, selecting among options (i) through (iv) above, with respect to different CUSIPs and
different holders of Syncora Insured Bonds.

(c) Acceleration of Syncora Insured Bonds: Notwithstanding any other

provision of the Plan, to the extent pursuant to applicable definitive documents and not
inconsistent with the respective rights provided in accordance with the applicable Syncora
Insurance Policy, the payment of the principal of the Syncora Insured Bonds shall be deemed
accelerated as of the Effective Date, and the Syncora Insured Bonds shall be deemed payable from
and after the Effective Date at an acceleration price equal to the principal amount thereof as of the
Effective Date plus accrued interest to the date of payment.

(d) Assignment of Redemption Rights: Notwithstanding any other

provision of the Plan, on the Effective Date, the Commonwealth and PBA shall be deemed to have
assigned to Syncora any and all rights to redeem and call the Syncora Insured Bonds and any
related rights such that such rights may be exercised directly and exclusively by Syncora as if it
were the Commonwealth or PBA, as applicable, 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
Syncora Acceleration Price.

(e) Entitlement to Vote: Subject to the terms and provisions of the

Disclosure Statement Order, (a) the solicitation of acceptances and rejections to the Plan by
holders of Syncora Insured Bond Claims shall be made by the Oversight Board to Syncora in
accordance with the provisions of Section 301(c)(3) of PROMESA, and (b) the election to choose
between the Syncora Commutation Treatment and the Syncora Non-Commutation Treatment as set
forth in Section 75.3(a) hereof shall be made by the beneficial holders of Syncora Insured Bonds;
provided, however, that the form of the Syncora Non-Commutation Treatment shall be selected by
Syncora in accordance with Section 75.3(b) hereof.

(f) Deemed Election: Each holder of an Allowed Vintage PBA Bond Claim
(Syncora) and an Allowed Vintage CW Guarantee Bond Claim (Syncora) shall have the option to
elect on the Ballot/Election Form between options (a) or (b) in Section 75.3 as described above;
provided, however, that holders making an election pursuant to Section 75.3 with respect to
Allowed Vintage PBA Bond Claim (Syncora) shall be deemed to have made the same election
with respect to corresponding Allowed Vintage CW Guarantee Bond Claim (Syncora) pursuant to
Section 75.3 hereof.

75.4 Treatment of FGIC Insured Bond Claims: In the event that Classes 5, 20, and
27 vote to accept the 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 Plan, 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 75.4(b) hereof) shall (A) deposit, or be

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deemed to have deposited, among other things, such holder’s Pro Rata Share of the FGIC Plan
Consideration 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 Insurance Policies.

(b) FGIC Insured Bond Claims Owned By FGIC: With respect to all
Allowed FGIC Insured Bond Claims owned by FGIC, on the Effective Date, 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) Acceleration of FGIC Insured Bonds: Notwithstanding any other

provision of the Plan or the FGIC Insured Bonds, the payment of the principal of the FGIC Insured
Bonds shall be accelerated as of the Effective Date, and the FGIC Insured Bonds shall be due and
payable from and after the Effective Date at an “acceleration price” of one hundred percent (100%)
of the principal amount thereof, plus interest accrued thereon (or, in the case of capital appreciation
bonds, the compounded amount thereof) to the date of payment; provided, however, that for the
avoidance of doubt, notwithstanding such acceleration, there shall be no acceleration of any
payment required to be made by FGIC under a FGIC Insurance Policy, unless FGIC elects, in its
sole and absolute discretion, to make such payment(s) on an accelerated basis and FGIC has the
express right to accelerate any such payment under the applicable FGIC Insurance Policy or the
related agreements relating to the applicable FGIC Insured Bonds.

(d) Assignment of Redemption Rights: Notwithstanding any other

provision of the Plan, to the extent permitted pursuant to applicable definitive insurance documents
and the applicable FGIC Insurance Policy, on the Effective Date, the Commonwealth and PBA,
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 the Commonwealth or PBA, as applicable, for such purpose.

(e) Entitlement to Vote: Subject to the terms and provisions of the

Disclosure Statement Order, the solicitation of acceptances and rejections to the Plan by holders of
FGIC Insured Bond Claims and FGIC CW/HTA 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.

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75.5 Treatment of Ambac Insured Bond Claims: In the even that Classes 4, 19, and
26 vote to accept the 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 Effective Date, then, notwithstanding any other provision of the
Plan, on the Effective Date, holders of Ambac Insured Bond Claims shall receive the following
treatments, which treatments shall be selected by the Ambac, in its sole and absolute discretion, not
later than twenty-one (21) days prior to the Ballot Date:

(a) Ambac Commutation Treatment: Each holder of an Allowed Ambac

Insured Bond Claim shall have the option to elect on the Ballot/Election Form to receive, on the
Effective Date, the Ambac Commutation Consideration, distributable by or at the direction of
Ambac, and, if elected, (i) the beneficial holder thereof shall have no other or further rights under
or with respect to the applicable Ambac Insurance Policy or any Ambac Trust(s) or Ambac Escrow
Account(s), and (ii) Ambac shall receive the Ambac Plan Consideration that otherwise would be
allocable or distributable to such holder of an Allowed Ambac Insured Bond Claim. A holder of
an Allowed Ambac Insured Bond Claim that validly elects to receive the Ambac Commutation
Treatment, or makes an improper election as described in Section 75.5(f) hereof, shall be deemed
to have had, on or after Effective Date, the applicable Ambac Insured Bonds, including the
obligations of Ambac under the related Ambac Insurance Policies, underlying such holder’s
Allowed Ambac Insured Bond Claims cancelled.

(b) Ambac Non-Commutation Treatment: In the event that a holder of an

Allowed Ambac Insured Bond Claim timely and validly elects to receive the Ambac Non-
Commutation Treatement, such holder of an Allowed Ambac Insured Bond Claim shall receive
one or more of the following treatments, at Ambac’s election, which election shall be exercised by
Ambac not later than twenty-one (21) days prior to the Ballot Date;

(i) Custodial Trusts: Such holder of an Allowed Ambac Insured

Bond Claim shall (A) deposit, or be deemed to have deposited, among other things, such holder’s
Pro Rata Share of the Ambac Plan Consideration and the Ambac Insured Bonds allocable to such
electing holder into the applicable Ambac Trust(s), (B) be deemed to have received its Pro Rata
Share of the Ambac Plan Consideration and Ambac Certificates in consideration therefor, and (C)
have no recourse to Ambac or the Ambac Insurance Policies other than as provided for under the
terms of the Ambac Trust(s). 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: (i) 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 governing the Ambac Trust(s);
(ii) Ambac shall be deemed the sole holder of the Ambac Insured 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; and
(iii) the agreement governing the Ambac Trust(s) will provide that (a) all rights of a holder of
Ambac 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

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Ambac Certificates shall be entitled to any right with respect to the Ambac Insured Bonds (other
than as otherwise described in the Ambac Trust(s)), and (b) Ambac may, at its option, elect to
direct a distribution of a proportional percentage of the underlying Ambac Insured 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.

(ii) Escrow: Such holder of an Allowed Ambac Insured Bond Claim

shall deposit, or be deemed to have deposited, among other things, such holder’s Pro Rata Share of
the Ambac Plan Consideration in the applicable Ambac Escrow Account(s) and such deposited
Ambac Plan Consideration shall be held as security for Ambac’s obligations to the holders of the
Ambac Insured Bonds whose Ambac Plan Consideration was deposited in the applicable Ambac
Escrow Account(s) under the Ambac Insurance Policies.

(iii) Payment of Accelerated Amounts: Ambac shall receive the

Ambac Plan Consideration that would be otherwise allocable to such holder of an Allowed Ambac
Insured Bond Claim and Ambac shall fully and completely discharge its obligation to such holder
of an Allowed Ambac Insured Bond Claim by paying on the Effective Date, in Cash, the amount
thereof at the Ambac Acceleration Price.

(iv) Alternative Treatment: The Oversight Board and Ambac reserve

the right to formulate an alternative election or implementation option with respect to the Ambac
Insured 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, not later than twenty-one (21) days prior to the Ballot Date.

Notwithstanding the foregoing and for the avoidance of doubt, Ambac may make different
elections, selecting among options (i) through (iv) above, with respect to different CUSIPs and
different holders of Ambac Insured Bonds.

(c) Deemed Acceleration of Ambac Insured Bonds: Notwithstanding any

other provision of the Plan, to the extent that there are no outstanding payment defaults by Ambac
with respect to Ambac Insured Bonds up to and including the Effective Date, the principal amount
(or compounded amount in the case of capital appreciation bonds) of the Ambac Insured Bonds
shall be deemed accelerated and immediately due and payable as of the Effective Date. Ambac
shall have the right to pay such accelerated amounts and unpaid interest accrued to the date of
payment at any time, regardless of which Ambac Non-Commutation Treatment (Sections
75.5(b)(i)-(iv)) applies to a particular holder of Ambac Insured Bonds, and the holder of the
Ambac Insured Bonds and the trustee or fiscal agent (as applicable) shall be required to accept the
same in satisfaction of Ambac’s obligations under the applicable Ambac Insurance Policy with
respect to such bonds, and, upon such payment, Ambac’s obligations under the applicable Ambac
Insurance Policy shall be fully satisfied and extinguished, notwithstanding any provision of the
Ambac Insurance Policy or other documents related to the Ambac Insured Bonds. For the
avoidance of doubt, notwithstanding such acceleration, there shall be no acceleration of any
payment required to be made under any Ambac Insurance Policy unless Ambac elects, in its sole
and absolute discretion to make such payment(s) on an accelerated basis.

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(d) Assignment of Redemption Rights: Notwithstanding any other

provision of the 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 Effective Date, the Commonwealth and PBA 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 the Commonwealth
or PBA, as applicable, 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.

(e) Entitlement to Vote: Subject to the terms and provisions of the

Disclosure Statement Order, (a) the solicitation of acceptances and rejections to the Plan by
holders of Ambac Insured Bond Claims and Ambac CW/HTA 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 (b) the election to choose
between the Ambac Commutation Treatment as set forth in Section 75.5(a) hereof and the Ambac
Non-Commutation Treatment as set forth in Section 75.5(b) hereof shall be made by the beneficial
holders of Ambac Insured Bonds; provided, however, that the form of the Ambac Non-
Commutation Treatment shall be selected by Ambac in accordance with Section 75.5(b) hereof.

(f) Improper Election: If a holder of an Allowed Ambac Insured Bond

Claim (1) fails to timely and validly elect either the Ambac Commutation Treatment or the Ambac
Non-Commutation Treatment pursuant to Section 75.5(a) or 75.5(b) 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 the Ambac Commutation Treatment set forth in Section 75.5(a) hereof with respect to
such Ambac Insured Bond Claims, to commute the applicable Ambac Insurance Policies, to
release and discharge Ambac’s obligations under such Ambac Insurance Policies, and to receive
distributions in accordance with Section 75.5(a) hereof. In addition, a holder of an Allowed
Ambac Insured Bond claim that does not validly elect to receive either the Ambac Commutation
Treatment or the Ambac Non-Commutation Treatment pursuant to clauses (1) or (2) above shall be
deemed to have had, on or after the Effective Date, the applicable Ambac Insured Bonds, including
the obligations of Ambac under the related Ambac Insurance Policies underlying such holder’s
Allowed Ambac Insured Bond Claim, cancelled.

(g) Deemed Election: Each holder of an Allowed Vintage PBA Bond Claim
(Ambac) and an Allowed Vintage CW Guarantee Bond Claim (Ambac) shall have the option to
elect on the Ballot/Election Form between options (a) or (b) in Section 75.5 as described above;
provided, however, that holders making an election pursuant to Section 75.5 with respect to such
holder’s Allowed Vintage PBA Bond Claim (Ambac) shall be deemed to have made the same
election with respect to such holders’ corresponding Allowed Vintage CW Guarantee Bond Claim
(Ambac) pursuant to Section 75.5 hereof.

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ARTICLE LXXVI

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

76.1 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 Section 76.5 and 76.7
hereof, all Executory Contracts and Unexpired Leases that exist between the Debtors and any
Entity, and which have not expired by their own terms on or prior to the Effective Date, shall be
rejected by the Debtors as of the 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 Effective Date, (b) that is specifically designated as a contract or lease to be
assumed 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) that has been approved by the Oversight Board or authorized by the Title III Court,
unless specifically designated a contract to be rejected in the Plan Supplement, (f) with the United
States, or any of its agencies, departments or agents or pursuant to any federal program, (g) that is
an incentive agreement between the Government of the Commonwealth of Puerto Rico and rum
producers with respect to rum excise tax “Cover Over” revenues, or (h) by or between any
Commonwealth of Puerto Rico agencies, departments, municipalities, public corporations, or
instrumentalities (other than leases to which PBA is a party); provided, however, that the Debtors
reserve the right to amend, on or prior to the Effective Date, such schedules to delete any
Executory Contract and Unexpired Lease therefrom or add any Executory Contract and Unexpired
Lease thereto, in which event such Executory Contract(s) and Unexpired Lease(s) shall be deemed
to be, as the case may be, either rejected, assumed, or assumed and assigned as of the Effective
Date. The Debtors shall serve (y) notice of any Executory Contract and Unexpired Lease to be
assumed or assumed and assigned through the operation of this Section 76.1, 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 76.1, by serving
a separate notice to the relevant counterparties to such agreements. To the extent there are any
amendments to such schedules, the Debtors 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 Debtors that such document is an Executory Contract and Unexpired Lease or that the
Debtors have any liability thereunder.

76.2 Approval of Rejection or Assumption of Executory Contracts and Unexpired

Leases: Entry of the 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 76.1 of the Plan.

76.3 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

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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.

76.4 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 76.1 of the Plan, the Debtors 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 ten (10) Business Days of entry of
a Final Order setting forth the cure amount as to each Executory Contract or Unexpired Lease to be
assumed or assumed and assigned, the Debtors or the Reorganized Debtors, as the case may be,
shall pay or otherwise satisfy such cure amount. Notwithstanding the terms and provisions of
Section 76.1 of the Plan, each of the Debtors 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 Effective Date.

76.5 Insurance Policies: Subject to the terms and provisions of Section 76.7 hereof,
each of the Debtors’ insurance policies and any agreements, documents, or instruments relating
thereto, are treated as Executory Contracts under the Plan; provided, however, that, such treatment
shall not, and shall not be construed to, discharge or relieve any Monoline with respect to its
respective obligations to holders of Claims under policies of insurance and applicable law and
governing documents with respect thereto.

76.6 Rejection Damage Claims: If the rejection of an Executory Contract and

Unexpired Lease by the Debtors 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 Debtors, or its properties or
agents, successors, or assigns, including, without limitation, Reorganized Debtors, unless a proof
of Claim is filed with the Title III Court and served upon attorneys for the Oversight Board and
Reorganized Debtors, as the case may be, on or before thirty (30) days after the later to occur of (i)
the Confirmation Date, and (ii) the date of entry of an order by the Title III Court authorizing
rejection of a particular Executory Contract and Unexpired Lease.

76.7 Indemnification and Reimbursement Obligations: For purposes of the Plan,

(i) to the extent executory in nature, the obligations of the Debtors, 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 Commonwealth Petition Date, the ERS
Petition Date or the PBA Petition Date, as the case may be, shall be deemed assumed as of the
Effective Date and (ii) indemnification obligations of the Debtors arising from conduct of officers
and directors during the period from and after Commonwealth Petition Date, the ERS Petition Date
or the PBA Petition Date, as the case may be, shall be Administrative Expense Claims; provided,
however, that, under no circumstances shall the Debtors or the Reorganized Debtors, 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.

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76.8 Nonoccurrence of Effective Date: In the event that the 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.

76.9 Reservation of Rights: Nothing contained in the Plan or the Plan Supplement
shall constitute an admission by the Debtors, Reorganized Debtors or any other party that any such
contract or lease is in fact an Executory Contract and Unexpired Lease or that the Debtors 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 Debtors or Reorganized Debtors shall have
forty-five (45) days following entry of a Final Order resolving such dispute to alter their treatment
of such contract or lease.

76.10 Collective Bargaining Agreements: Except as provided in Articles LV and LVI

hereof, none of the Debtors’ collective bargaining agreements shall be treated as Executory
Contracts and none shall be assumed or rejected or otherwise treated pursuant to the Plan, but shall
remain in effect subject, in all instances, to Puerto Rico law and Articles LV and LVI regarding the
payment and ongoing treatment of pension and related claims and obligations.

ARTICLE LXXVII

PROVISIONS GOVERNING DISTRIBUTIONS

77.1 Time and Manner of Distribution: Except as otherwise provided herein,

distributions under the Plan shall be made to each holder of an Allowed Claim as follows:

(a) Distributions to Holders of PBA Bond Claims: Except as otherwise

provided herein, within ten (10) Business Days following the Effective Date, the Disbursing Agent
shall distribute, or cause to be distributed, to each holder of an Allowed PBA Bond Claim, and in
each case consistent with the terms hereof, such Creditor’s Pro Rata Share, if any, of the PBA
Bond Distribution, GO/PBA PSA Restriction Fee, Retail Support Fee, Retail Support Fee Return,
and GO/PBA Consummation Costs, if applicable; provided, however, that, distribution of the
Retail Support Fee, if any, to a holder of an Allowed PBA Bond Claim is subject to the delivery,
on the prior to the Ballot Date or such other date as may be established pursuant to the
Confirmation Order, of such holder’s applicable bonds through the Automatic Tender Offer
Program at The Depository Trust Company with a certification that such holder is a Retail
Investor.

(b) Distributions to Holders of CW Bond Claims and CW Guarantee

Bond Claims: Except as otherwise provided herein, within ten (10) Business Days following the
Effective Date, the Disbursing Agent shall distribute, or cause to be distributed, to each holder of
an Allowed CW Bond Claim or an Allowed CW Guarantee Bond Claim, such Creditor’s (i)
applicable recovery provided hereunder, (ii) the GO/PBA PSA Restriction Fee, (iii) the Retail
Support Fee, (iv) the Retail Support Fee Return, and (v) the GO/PBA Consummation Costs, in
each case, to the extent applicable; provided, however, that, distribution of the Retail Support Fee,
if any, to a holder of an Allowed CW Bond Claim is subject to the delivery, on or prior to the

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Ballot Date or such other date as may be established pursuant to the Confirmation Order, of such
holder’s applicable bonds through the Automatic Tender Offer Program at The Depository Trust
Company with a certification that such holder is a Retail Investor.

(c) Distributions to Holders of ERS Bond Claims: Except as otherwise

provided herein, (i) within ten (10) Business Days following the Effective Date, the Disbursing
Agent shall distribute, or cause to be distributed, to each holder of an Allowed ERS Bond Claim,
such Creditor’s Pro Rata Share of the ERS Bond Recovery, calculated based upon the amount of
Net Allowed ERS Bond Claims, and (ii) upon making distributions in accordance with the
provisions of this Section 77.1(c), including, without limitation, the distribution of any proceeds
from the sale of the ERS Private Equity Portfolio and the interests in the ERS Trust in accordance
with the terms and provisions of Section 69.2 hereof, the ERS Fiscal Agent shall close and
terminate the original CUSIPs with respect to the ERS Bonds and shall have no further distribution
obligations thereafter.

(d) Distributions with Respect to General Unsecured Claims: Except as

otherwise provided herein, within ten (10) Business Days following the Effective Date, the
Disbursing Agent shall distribute, or cause to be distributed, (i) to each holder of an Allowed CW
General Unsecured Claim and Allowed ERS General Unsecured Claim such Creditor’s Pro Rata
Share, if any, of the CW GUC Recovery and the ERS GUC Pool, respectively, and (ii) to each
holder of an Allowed PBA General Unsecured Claim distributions in accordance with the terms
and provisions of Section 17.1 hereof.

(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
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.

77.2 Timeliness of Payments: Any payment or distribution to be made pursuant to

the Plan shall be deemed to be timely made if made within ten (10) Business Days after the date
specified in the Plan. Whenever any distribution to be made under this 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 77.1(a) hereof to
have been made on the Effective Date.

77.3 Distributions by the Disbursing Agent: Except as otherwise provided herein or

in the Confirmation Order, and except to the extent the Avoidance Actions Trustee selects a

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different disbursing agent pursuant to the terms of the Avoidance Actions Trust Agreement, all
distributions to be made pursuant to the Plan, including, without limitation, distributions to be
made pursuant to the Avoidance Actions Trust Agreement, 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.

77.4 Manner of Payment under the 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).

77.5 Delivery of Distributions: Subject to the provisions of Rule 9010 of the

Bankruptcy Rules, and except as provided in the Confirmation Order or herein, distributions and
deliveries to holders of Allowed Claims shall be made through The Depository Trust Company or
at the address of each such holder as set forth on the Schedules filed with the Court, unless
superseded by the address set forth on proofs of Claim filed by such holders, or at the last known
address of such holder if no proof of Claim is filed or if the Debtors have been notified in writing
of a change of address; provided, however, that initial distributions by the Disbursing Agent for the
benefit of holders of Allowed Bond Claims shall be made to the trustee or fiscal agent, as
applicable, for such obligation in accordance with the respective governing documents for such
obligations; and, provided, further, that the Disbursing Agent may make distributions of PSA
Restriction Fees, the Retail Support Fee Return, and Consummation Costs in Cash to a party
entitled thereto in a manner mutually agreed upon between such party and the Disbursing Agent.
The trustee or fiscal agent for each such obligation shall, in turn, deliver the distribution to holders
in the manner provided for in the applicable governing documents. The Debtors, its agents and
servicers, and the Disbursing Agent shall have no obligation to recognize any transfer of Bond
Claims after the Distribution Record Date; provided, however, that the New GO Bonds and the
CVIs will be transferable and recognized if made in accordance with the terms and conditions of
the New GO Bonds Indenture and the CVI Indenture, respectively.

77.6 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 Plan, (b) for purposes of evidencing a right to distribution under
the Plan, or (c) as specifically provided otherwise in the Plan (including any rejection of Executory
Contracts or Unexpired Leases pursuant to Section 76.1 hereof), on the Effective Date, the PBA
Bonds, ERS Bonds and GO Bonds and all instruments and documents related thereto will be
deemed automatically cancelled, terminated and of no further force or effect against the Debtors
without any further act or action under any applicable agreement, law, regulation, order or rule,
with the Debtors 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 Debtors, as applicable, under the PBA Bonds, ERS Bonds and GO Bonds and all
instruments and documents related thereto shall be discharged; provided, however, that,
notwithstanding anything contained herein to the contrary, the PBA Bonds, ERS Bonds and GO

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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 Plan and to perform such other
necessary administrative or other functions with respect thereto, (ii) to allow holders of Allowed
Bond Claims and Allowed Insured Bond Claims to receive distributions in accordance with the
terms and provisions of the 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 Plan and to have the benefit of all the rights and
protections and other provisions of such instruments and documents, as applicable, and all other
related agreements, (iv) to set forth the terms and conditions applicable to parties to such
documents and instruments other than the Debtors, (v) to allow Assured and National to exercise
the redemption or call rights assigned to Assured and National pursuant to the provisions of
Sections 75.1 and 75.2 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 the Commonwealth and PBA use their reasonable efforts to (1)
maintain the existing CUSIP numbers for the Monoline-insured GO Bonds and PBA Bonds,
respectively, and (2) take such other reasonable steps as may be necessary to preserve and
effectuate such Claims. Notwithstanding the foregoing, and except as otherwise expressly
provided in the Plan, such bonds or bond documents that remain outstanding shall not form the
basis for the assertion of any Claim against the Debtors or Reorganized Debtors, as the case may
be.

77.7 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 77.7(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 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
Effective Date, with respect to all Allowed Claims as of the 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 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 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 Plan, against

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Reorganized Debtors, 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 Debtors for use to discharge operating
expenses of Reorganized Debtors and (2) the New GO Bonds and the CVIs in the possession of the
Disbursing Agent or trustee with respect to existing securities shall be released to Reorganized
Debtors for cancellation or deposit into the treasury of Reorganized Debtors, as determined by
Reorganized Debtors in their sole and absolute discretion.

77.8 Withholding and Reporting Requirements: Any party issuing any instrument
or making any distribution under the 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 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 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 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 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.

77.9 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 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.

77.10 Distributions After Effective Date: Distributions made after the Effective Date
to holders of Claims that are not Allowed Claims as of the Effective Date, but which later become
Allowed Claims, shall be deemed to have been made in accordance with the terms and provisions
of Article XCII of the Plan.

77.11 Setoffs: Except as otherwise provided in the Plan or in the 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 Plan on account

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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 Debtors or Reorganized Debtors 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
Debtors or Reorganized Debtors of any such claims, rights, and Causes of Action that the Debtors
or the Reorganized Debtors may possess against such holder; and, provided, further, that nothing
contained herein is intended to limit the ability of any Creditor to effectuate rights of setoff or
recoupment preserved or permitted by the provisions of sections 553, 555, 559, or 560 of the
Bankruptcy Code or pursuant to the common law right of recoupment; and, provided, further, that
nothing in this Section 77.11 shall affect the releases and injunctions provided in Article XCII of
the Plan.

77.12 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
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 Commonwealth Petition Date, the ERS Petition Date or the PBA Petition Date, as
applicable, 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 Debtors or Reorganized Debtors’ 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.

77.13 Payment of Trustee Fees and Expenses: The distributions to be made pursuant
to the Plan are intended to be inclusive of any and all Trustee/Fiscal Agent fees and expenses
which may be allegedly due and owing by the Commonwealth, ERS and PBA with respect to
amounts discharged pursuant to the Plan. The Plan does not, nor shall it be construed to, limit the
rights of each Trustee/Fiscal Agent to payment of such amounts from the distributions to be made
hereunder, including, without limitation, the imposition of any Charging Lien.

77.14 Beneficial Owner: For all purposes of the Plan, including, without limitation, for
purposes of distributions pursuant to the terms and provisions of this Article LXXVII, except with
respect to Claims arising from bonds insured by Syncora, 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 LXXV 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

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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 and FGIC Insured Bond Claims any FGIC CW/Convention Center Claims, and FGIC CW/HTA
Bond Claims, and any 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 FGIC
Insured Bond Claims, the FGIC CW/Convention Center Claims, the FGIC CW/HTA Bond Claims,
and the FGIC CW/PRIFA Rum Tax Claims, and (e) the “holder” of any other Insured Bond
Claims shall be determined in accordance with Section 301(c)(3) of PROMESA and any law or
governing documents applicable to such Insured Bond Claims.

77.15 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 GO Bonds and CVIs shall be valued at the original principal amount thereof.

ARTICLE LXXVIII

AVOIDANCE ACTIONS TRUST

78.1 Execution of Avoidance Actions Trust Agreement: On or before the Effective

Date, the Debtors and the Avoidance Actions Trustee shall execute the Avoidance Actions Trust
Agreement, and shall take all other necessary steps to establish the Avoidance Actions Trust and
the Avoidance Actions Trust Interests therein, which shall be for the benefit of the Avoidance
Actions Trust Beneficiaries, whether their Claims are Allowed before, on or after the Effective
Date. The Avoidance Actions Trust Agreement may provide powers, duties, and authorities in
addition to those explicitly stated herein, but only to the extent that such powers, duties, and
authorities do not affect the status of the Avoidance Actions Trust as a “liquidating trust” for
United States federal income tax purposes.

78.2 Purpose of the Avoidance Actions Trust: The Avoidance Actions Trust shall be
established for the sole purpose of Avoidance Actions and distributing its assets, in accordance
with Treasury Regulation section 301.7701-4(d), with no objective to continue or engage in the
conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the
liquidating purpose of the Avoidance Actions Trust.

78.3 Avoidance Actions Trust Assets: The Avoidance Actions Trust shall consist of
the Avoidance Actions Trust Assets. On the Effective Date, the Debtors shall transfer all of the
Avoidance Actions Trust Assets to the Avoidance Actions Trust. The Avoidance Actions Trust
Assets may be transferred subject to certain liabilities, as provided in the Plan or the Avoidance
Actions Trust Agreement. Such transfer shall be exempt from any stamp, real estate transfer,
mortgage reporting, sales, use or other similar Tax, pursuant to section 1146(a) of the Bankruptcy
Code. Upon delivery of the Avoidance Actions Trust Assets to the Avoidance Actions Trust, the
Debtors and their predecessors, successors and assigns, and each other Entity released pursuant to
Section 88.2 hereof shall be discharged and released from all liability with respect to the delivery
of such distributions.

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78.4 Administration of the Avoidance Actions Trust: The Avoidance Actions Trust
shall be administered by the Avoidance Actions Trustee according to the Avoidance Actions Trust
Agreement and the Plan. In the event of any inconsistency between the Plan and the Avoidance
Actions Trust Agreement, the Avoidance Actions Trust Agreement shall govern.

78.5 The Avoidance Actions Trustee: In the event the Avoidance Actions Trustee
dies, becomes incapacitated, is terminated, or resigns for any reason, the Avoidance Actions Trust
Board shall designate a successor; provided, however, that under no circumstance shall the
Avoidance Actions Trustee be a director or officer with respect to any Affiliate of the Avoidance
Actions Trust.

78.6 Role of the Avoidance Actions Trustee: In furtherance of and consistent with
the purpose of the Avoidance Actions Trust and the Plan, and subject to the terms of the
Confirmation Order, the Plan and the Avoidance Actions Trust Agreement, and the oversight of
the Avoidance Actions Trust Board, the Avoidance Actions Trustee shall, among other things,
have the following rights, powers and duties, (i) to hold, manage, convert to Cash, and timely
distribute the Avoidance Actions Trust Assets, including prosecuting and resolving the Claims
belonging to the Avoidance Actions Trust, (ii) to hold the Avoidance Actions Trust Assets for the
benefit of the Avoidance Actions Trust Beneficiaries, whether their Claims are Allowed on or after
the Effective Date, (iii) in the Avoidance Actions Trustee’s reasonable business judgment, to
investigate, prosecute, settle and/or abandon rights, Causes of Action, or litigation of the
Avoidance Actions Trust, (iv) to prepare and file (or cause to be prepared and filed), from and after
the Effective Date, all tax and regulatory forms, returns, reports, and other documents required, or
that the Avoidance actions Trustee otherwise deems appropriate with respect to the Avoidance
Actions Trust, (v) in the Avoidance Actions Trustee’s reasonable business judgment, to control,
prosecute, and/or settle on behalf of the Avoidance Actions Trust, objections to Claims on account
of which the Avoidance Actions Trustee will be responsible, (vi) to hold, manage, and timely
distribute Cash or non-Cash Avoidance Actions Trust Assets obtained through the exercise of its
power and authority and (vii) to not unduly prolong the duration of the Avoidance Actions Trust.
In all circumstances, the Avoidance Actions Trustee shall act in the best interests of all Avoidance
Actions Trust Beneficiaries and in furtherance of the purpose of the Avoidance Actions Trust.

78.7 Avoidance Actions Trustee’s Tax Power for Debtors: From and after the
Effective Date, the Avoidance Actions Trustee shall prepare and file (or cause to be prepared and
filed), on behalf of the Debtors, all tax returns or other tax information statements required to be
filed or that the Avoidance Actions Trustee otherwise deems appropriate.

78.8 Transferability of Avoidance Actions Trust Interests: The Avoidance Actions

Trust Interests shall not be transferable or assignable except by will, intestate succession or
operation of law

78.9 Cash: The Avoidance Actions Trustee may invest Cash (including any earnings
thereon or proceeds therefrom) as permitted by section 345 of the Bankruptcy Code; provided,
however, that such investments are investments permitted to be made by a liquidating trust within
the meaning of Treasury Regulation section 301.7701-4(d), as reflected therein, or under
applicable IRS guidelines, rulings, or other controlling authorities.

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78.10 Distribution of Avoidance Actions Trust Assets: The Avoidance Actions

Trustee shall distribute to the holders of Allowed Claims on account of their Avoidance Actions
Trust Interests, on a semi-annual basis, all unrestricted Cash on hand (including any Cash received
from the Debtors on the Effective Date, and treating any permissible investment as Cash for
purposes of this Section 78.10), except (i) Cash reserved pursuant to the Avoidance Actions Trust
Agreement to fund the activities of the Avoidance Actions Trust, (ii) such amounts’ as are
allocable to or retained on account of Disputed Claims in accordance with Section 82.3 hereof to
pay reasonable incurred or anticipated expenses (including, but not limited to, any taxes imposed
on or payable by the Avoidance Actions Trust in respect of the Avoidance Actions Trust Assets);
provided, however, that the Avoidance Actions Trustee shall not be required to make a distribution
pursuant to this Section 78.10 if the aggregate, net amount of unrestricted Cash available for
distribution (taking into account the above listed exclusions) is such that it would make the
distribution impracticable as reasonably determined by the Avoidance Actions Trustee, with the
consent of the Avoidance Actions Trust Board, in accordance with applicable law, and so long as
such aggregate amount is less than Twenty-Five Million Dollars ($25,000,000.00); and, provided,
further, that the Avoidance Actions Trustee, with the consent of the Avoidance Actions Trust
Board, may decide to forego the first quarterly distribution to those holders of Avoidance Actions
Trust Interests with respect to which the Avoidance Actions Trustee, in its reasonable judgment, is
not administratively prepared to make such distribution, in which case, such distribution shall be
made to such holders as soon as practicable after the Avoidance Actions Trustee is
administratively prepared to do so.

78.11 Funding, Costs and Expenses of the Avoidance Actions Trust: On the
Effective Date, the Avoidance Actions Trust shall be funded on a one-time basis in an amount up
to Fifteen Million Dollars ($15,000,000.00), as determined by the Creditors’ Committee at or prior
to the Confirmation Hearing. The reasonable costs and expenses of the Avoidance Actions Trust,
including the fees and expenses of the Avoidance Actions Trustee and its retained professionals,
shall be paid out of the Avoidance Actions Trust Assets. Fees and expenses incurred in connection
with the prosecution and settlement of any Claims shall be considered costs and expenses of the
Avoidance Actions Trust.

78.12 Compensation of the Avoidance Actions Trustee: The individual(s) serving as

or comprising the Avoidance Actions Trustee shall be entitled to reasonable compensation in an
amount consistent with that of similar functionaries in similar roles, the payment of which shall be
subject to the approval of the Title III Court.

78.13 Retention of Professionals/Employees by the Avoidance Actions Trustee:

Subject to the approval and consent of the Avoidance Actions Trust Board, the Avoidance Actions
Trust may retain and compensate attorneys, other professionals, and employees to assist the
Avoidance Actions Trust Board on such terms as the Avoidance Actions Trustee deems
appropriate without Title III Court approval.

78.14 Federal Income Tax Treatment of the Avoidance Actions Trust:

(a) Avoidance Actions Trust Assets Treated as Owned by Creditors. For all
United States federal income tax purposes, all parties (including, without limitation, the Debtors,

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the Avoidance Actions Trustee, and the Avoidance Actions Trust Beneficiaries) shall treat the
transfer of the Avoidance Actions Trust Assets to the Avoidance Actions Trust as (1) a transfer of
the Avoidance Actions Trust Assets (subject to any obligations relating to those assets) directly to
the Avoidance Actions Trust Beneficiaries and, to the extent Avoidance Actions Trust Assets are
allocable to Disputed Claims, to the Avoidance Actions Trust Claims Reserve, followed by (2) the
transfer by such beneficiaries to the Avoidance Actions Trust of the Avoidance Actions Trust
Assets (other than the Avoidance Actions Trust Assets allocable to the Avoidance Actions Trust
Claims Reserve) in exchange for Avoidance Actions Trust Interests. Accordingly, the Avoidance
Actions Trust Beneficiaries shall be treated for United States federal income tax purposes as the
deemed grantors and owners of their respective share of the Avoidance Actions Trust Assets (other
than such Avoidance Actions Trust Assets as are allocable to the Avoidance Actions Trust Claims
Reserve, discussed below). The foregoing treatment shall also apply, to the extent permitted by
applicable law, for state and local income tax purposes.

(b) Tax Reporting.

(i) The Avoidance Actions Trustee shall prepare and file (or cause to
be prepared and filed) tax returns for the Avoidance Actions Trust treating the Avoidance Actions
Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a) and in accordance with
this Section 78.14. The Avoidance Actions Trustee also will annually send to each holder of an
Avoidance Actions Trust Interest a separate statement regarding the receipts and expenditures of
the Avoidance Actions Trust as relevant for U.S. federal income tax purposes and will instruct all
such holders to use such information in preparing their U.S. federal income tax returns or to
forward the appropriate information to such holder’s underlying beneficial holders with
instructions to utilize such information in preparing their U.S. federal income tax returns. The
Avoidance Actions Trustee shall also file (or cause to be filed) any other statement, return or
disclosure relating to the Avoidance Actions Trust that is required by any governmental unit.

(ii) The Avoidance Actions Trustee will then in good faith value all
other Avoidance Actions Trust Assets, and shall make all such values available from time to time,
to the extent relevant, and such values shall be used consistently by all parties to the Avoidance
Actions Trust (including, without limitation, the Debtors, the Avoidance Actions Trustee, and
Avoidance Actions Trust Beneficiaries) for all United States federal income tax purposes.

(iii) Allocations of Avoidance Actions Trust taxable income among the

Avoidance Actions Trust Beneficiaries (other than taxable income allocable to the Avoidance
Actions Trust Claims Reserve) shall be determined by reference to the manner in which an amount
of cash representing such taxable income would be distributed (were such cash permitted to be
distributed at such time) if, immediately prior to such deemed distribution, the Avoidance Actions
Trust had distributed all its assets (valued at their tax book value, and other than assets allocable to
the Avoidance Actions Trust Claims Reserve) to the holders of the Avoidance Actions Trust
Interests, adjusted for prior taxable income and loss and taking into account all prior and
concurrent distributions from the Avoidance Actions Trust. Similarly, taxable loss of the
Avoidance Actions Trust shall be allocated by reference to the manner in which an economic loss
would be borne immediately after a hypothetical liquidating distribution of the remaining
Avoidance Actions Trust Assets. The tax book value of the Avoidance Actions Trust Assets for

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purpose of this paragraph shall equal their fair market value on the Effective Date, adjusted in
accordance with tax accounting principles prescribed by the IRC, the applicable Treasury
Regulations, and other applicable administrative and judicial authorities and pronouncements.

(iv) Subject to definitive guidance from the IRS or a court of

competent jurisdiction to the contrary (including the receipt by the Avoidance Actions Trustee of a
private letter ruling if the Avoidance Actions Trustee so requests one, or the receipt of an adverse
determination by the IRS upon audit if not contested by the Avoidance Actions Trustee), the
Avoidance Actions Trustee shall (A) timely elect to treat any Avoidance Actions Trust Claims
Reserve as a “disputed ownership fund” governed by Treasury Regulation section 1.468B-9, and
(B) to the extent permitted by applicable law, report consistently with the foregoing for state and
local income tax purposes. All parties (including the Avoidance Actions Trustee and the
Avoidance Actions Trust Beneficiaries) shall report for United States federal, state and local
income tax purposes consistently with the foregoing.

(v) The Avoidance Actions Trustee shall be responsible for payment,

out of the Avoidance Actions Trust Assets, of any taxes imposed on the trust or its assets,
including the Avoidance Actions Trust Claims Reserve. In the event, and to the extent, any Cash
retained on account of Disputed Claims in the Avoidance Actions Trust Claims Reserve is
insufficient to pay the portion of any such taxes attributable to the taxable income arising from the
assets allocable to, or retained on account of, Disputed Claims (including any income that may
arise upon the distribution of the assets of the Avoidance Actions Trust Claims Reserve), such
taxes may be (i) reimbursed from any subsequent Cash amounts retained on account of Disputed
Claims, or (ii) to the extent such Disputed Claims have subsequently been resolved, deducted from
any amounts otherwise distributable by the Avoidance Actions Trustee as a result of the resolution
of such Disputed Claims.

(c) Tax Withholdings by Avoidance Actions Trustee. The Avoidance Actions

Trustee may withhold and pay to the appropriate tax authority all amounts required to be withheld
pursuant to the IRC or any provision of any foreign, state or local tax law with respect to any
payment or distribution to the holders of Avoidance Actions Trust Interests. All such amounts
withheld and paid to the appropriate tax authority (or placed in escrow pending resolution of the
need to withhold) shall be treated as amounts distributed to such holders of Avoidance Actions
Trust Interests for all purposes of the Avoidance Actions Trust Agreement, and it being understood
that any such amount withheld shall reduce the amount actually realized by the applicable holder
upon distribution. The Avoidance Actions Trustee shall be authorized to collect such tax
information from the holders of Avoidance Actions Trust Interests (including, without limitation,
social security numbers or other tax identification numbers) as in its sole discretion the Avoidance
Actions Trustee deems necessary to effectuate the Plan, the Confirmation Order, and the
Avoidance Actions Trust Agreement. In order to receive distributions under the Plan, all holders
of Avoidance Actions Trust Interests shall be required to identify themselves to the Avoidance
Actions Trustee and provide tax information and the specifics of their holdings, to the extent the
Avoidance Actions Trustee deems appropriate in the manner and in accordance with the
procedures from time to time established by the Avoidance Actions Trustee for these purposes.
This identification requirement generally applies to all holders of Avoidance Actions Trust
Interests, including those who hold their securities in street name. The Avoidance Actions Trustee

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may refuse to make a distribution to any holder of a Avoidance Actions Trust Interest that fails to
furnish such information in a timely fashion, and until such information is delivered, and may treat
such holder’s Avoidance Actions Trust Interests as disputed; provided, however, that, if such
information is not furnished to the Avoidance Actions Trustee within six (6) months of the original
request to furnish such information, no further distributions shall be made to the holder of such
Avoidance Actions Trust Interest; and, provided, further, that, upon the delivery of such
information by a holder of a Avoidance Actions Trust Interest, the Avoidance Actions Trustee
shall make such distribution to which the holder of the Avoidance Actions Trust Interest is entitled,
without additional interest occasioned by such holder’s delay in providing tax information; and,
provided, further, that, if the Avoidance Actions Trustee fails to withhold in respect of amounts
received or distributable with respect to any such holder and the Avoidance Actions Trustee is later
held liable for the amount of such withholding, such holder shall reimburse the Avoidance Actions
Trustee for such liability (to the extent such amounts were actually distributed to such holder).

(d) The Avoidance Actions Trustee and the Avoidance Actions Trust shall be
discharged or dissolved, as the case may be, upon the earlier to occur of (i) all of the Avoidance
Actions Trust Assets have been distributed pursuant to the Plan and the Avoidance Actions Trust
Agreement, (ii) the Avoidance Actions Trustee determines, with the consent of the Avoidance
Actions Trust Board, that the administration of any remaining Avoidance Actions Trust Assets is
not likely to yield sufficient additional Avoidance Actions Trust proceeds to justify further pursuit,
and (iii) all distributions required to be made by the Avoidance Actions Trustee under the Plan and
the Avoidance Actions Trust Agreement have been made; provided, however, in no event shall the
Avoidance Actions Trust be dissolved later than three (3) years from the Effective Date unless the
Title III Court, upon motion within the six-month period prior to the third (3rd) anniversary (or
within the six-month period prior to the end of an extension period), determines that a fixed period
extension (not to exceed three (3) years, together with any prior extensions, without a favorable
private letter ruling from the IRS or an opinion of counsel satisfactory to the Avoidance Actions
Trustee and the Avoidance Actions Trust Board that any further extension would not adversely
affect the status of the trust as an Avoidance Actions Trust for United States federal income tax
purposes) is necessary to facilitate or complete the recovery and liquidation of the Avoidance
Actions Trust Assets. If at any time the Avoidance Actions Trustee determines, in reliance upon
such professionals as the Avoidance Actions Trustee may retain, that the expense of administering
the Avoidance Actions Trust so as to make a final distribution to its beneficiaries is likely to
exceed the value of the assets remaining in the Avoidance Actions Trust, the Avoidance Actions
Trustee may apply to the Title III Court for authority to (i) reserve any amount necessary to
dissolve the Avoidance Actions Trust, (ii) donate any balance to a charitable organization (A)
described in section 501(c)(3) of the IRC, (B) exempt from United States federal income tax under
section 501(a) of the IRC, and (D) that is unrelated to the Debtors, the Reorganized Debtors, the
Avoidance Actions Trust, and any insider of the Avoidance Actions Trustee, and (iii) dissolve the
Avoidance Actions Trust.

78.15 Indemnification of Avoidance Actions Trustee and Members of Avoidance

Actions Trust Bond: The Avoidance Actions Trustee or the individual(s) comprising the
Avoidance Actions Trustee, as the case may be, the Avoidance Actions Trust Board, the members
of the Avoidance Actions Trust Board and their respective employees, agents and professionals,

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shall not be liable to the Avoidance Actions Trust Beneficiaries for actions taken or omitted in
their capacity as, or on behalf of, the Avoidance Actions Trustee or the Avoidance Actions Trust
Board, as applicable, except those acts arising out of their own willful misconduct or gross
negligence, and each shall be entitled to indemnification and reimbursement by the Avoidance
Actions Trust for fees and expenses in defending any and all actions or inactions in their capacity
as, or on behalf of, the Avoidance Actions Trustee or the Avoidance Actions Trust Board, as
applicable, except for any actions or inactions involving willful misconduct or gross negligence.
Any indemnification claim of the Avoidance Actions Trustee, the Avoidance Actions Trust Board,
the members of the Avoidance Actions Trust Board and the other parties entitled to
indemnification under this subsection shall be satisfied solely from the Avoidance Actions Trust
Assets and shall be entitled to a priority distribution therefrom, ahead of the Avoidance Actions
Trust Interests and any other claim to or interest in such assets. The Avoidance Actions Trustee,
the Avoidance Actions Trust Board, and the members of the Avoidance Actions Trust Board shall
be entitled to rely, in good faith, on the advice of their retained professionals.

ARTICLE LXXIX

PROSECUTION AND EXTINGUISHMENT OF CLAIMS HELD BY THE DEBTORS

79.1 Prosecution of Claims: Except as settled and released herein, from and after the
Effective Date, the Avoidance Actions Trustee shall have the exclusive right and power to (a)
litigate any and all of the Avoidance Actions and (b) compromise and settle such Avoidance
Actions, upon approval of the Title III Court. The net proceeds of any such litigation or settlement
(after satisfaction of all costs and expenses incurred in connection therewith) shall be transferred to
the Avoidance Actions Trust for distribution in accordance with the Plan and the Avoidance
Actions Trust Agreement.

ARTICLE LXXX

ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF

REJECTION BY ONE OR MORE CLASSES OF CLAIMS

80.1 Impaired Classes to Vote: Each holder, as of the Voting Record Date, of a
Claim in an impaired Class not otherwise deemed to have rejected or accepted the Plan in
accordance with Sections 26.1, 33.1, 37.1, 39.1, 43.1, 47.1, 49.1, 52.1, 54.1, 58.1, 59.1, 61.1, 67.1,
68.1, and 71.1 of the Plan, shall be entitled to vote separately to accept or reject the Plan.

80.2 Acceptance by Class of Creditors: An impaired Class of holders of Claims shall

have accepted the Plan if the 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 Plan.

80.3 Cramdown: In the event that any impaired Class of Claims shall fail to accept,
or be deemed to reject, the Plan in accordance with section 1129(a) of the Bankruptcy Code, the
Debtors reserve the right to (i) request that the Title III Court confirm the Plan in accordance with
section 1129(b) of the Bankruptcy Code or (ii) subject to the consent of the GO/PBA PSA

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Creditors, in accordance with the provisions of the GO/PBA Plan Support Agreement, amend the
Plan.

ARTICLE LXXXI

RIGHTS AND POWERS OF DISBURSING AGENT

81.1 Exculpation: From and after the 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
the discharge of the powers and duties conferred upon such Disbursing Agent by the Plan or any
order of the Title III Court entered pursuant to or in furtherance of the 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
Plan or for implementing the provisions of the Plan.

81.2 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 Plan, (b) make distributions contemplated
by the Plan, (c) comply with the 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 Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the
provisions of the Plan.

81.3 Fees and Expenses Incurred From and After the 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 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.

ARTICLE LXXXII

PROCEDURES FOR TREATMENT OF DISPUTED CLAIMS

AND CLAIMS SUBJECT TO ACR PROCEDURES

82.1 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 Debtors, by and through the
Oversight Board, and in consultation with AAFAF, shall object to, and shall assume any pending
objection filed by the Debtors 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

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Order; provided, however, that Reorganized Debtors, 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 Debtors, Reorganized Debtors 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 Effective Date or such later date as may be approved by
the Title III Court. Notwithstanding anything contained in the Plan to the contrary, on the
Effective Date, any Bond Claim filed by any Entity, for amounts due under existing securities,
shall be deemed satisfied and expunged and the Oversight Board shall instruct Prime Clerk LLC,
its court-appointed representative, to remove such 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 Confirmation Order with respect to Bond Claims becomes a Final Order,
such 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, 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 CW General Unsecured Claims, ERS General Unsecured Claims,
Convenience Claims, and, in the event that the Oversight Board appeals the Title III Court’s ruling
that Eminent Domain/Inverse Condemnation Claims are non-dischargeable and must be paid in
full, Eminent Domain/Inverse Condemnation Claims regardless of the size of the asserted Claim
amount, (B) ensure compliance with the exclusions from CW General Unsecured Claims as
provided in the Plan, and (C) in the event that such appointees disagree with any settlement of a
CW General Unsecured Claim, an ERS General Unsecured Claim, or, in the event that the
Oversight Board appeals the Title III Court’s ruling that Eminent Domain/Inverse Condemnation
Claims are non-dischargeable and must be paid in full, an Eminent Domain/Inverse Condemnation
Claim (by the Oversight Board or AAFAF, as the case may be) 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, as applicable, the
Commonwealth, ERS, and their respective 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. With respect to the foregoing obligations and
responsibilities, such appointees and their advisors shall be entitled to be compensated, subject to
an annual aggregate cap of Three Million Dollars ($3,000,000.00), which amounts shall be funded
from the GUC Reserve.

82.2 Estimation of Claims: Except with respect to Allowed Claims, on and after the
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 Debtors, 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 Debtors 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

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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 Debtors, 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
Bankruptcy Code. All of the aforementioned Claims objection, estimation and resolution
procedures are cumulative and not necessarily exclusive of one another.

82.3 Payments and Distributions on Disputed Claims:

(a) Disputed Claims Holdback: From and after the 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 Debtors 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
Debtors; 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 any of the Reorganized Debtors retains any
New GO Bonds or CVIs on behalf of Disputed Claims holders, until such New GO Bonds or CVIs
are distributed, such Reorganized Debtors 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, Reorganized Debtors shall distribute to the holder
thereof the distributions, if any, to which such holder is then entitled under the 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 judgement
of the Title III Court allowing such Disputed Claim becomes a Final Order, but in no event more
than ninety (90) days thereafter.

82.4 Authority to Amend Lists of Creditors: Except with respect to Bond Claims,
and subject to the limitations in Section 82.1(b) hereof, the Debtors 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
Debtors 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

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objection is filed, the Disbursing Agent may proceed with distributions based on such amended
List of Creditors without approval of the Title III Court.

82.5 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 Commonwealth Petition Date, the ERS Petition Date, or the PBA Petition Date, as the
case may be, 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 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.

82.6 Disallowance of Claims: All Claims of any Entity from which property is sought
by the Debtors under sections 550, or 553 of the Bankruptcy Code or that the Debtors 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 Debtors, 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.

82.7 Claims Subject to ACR Procedures: To the extent not already transferred as of
the Effective Date in accordance with the terms and conditions of the ACR Order, the Debtors or
the Reorganized Debtors, 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 Debtors and the
Reorganized Debtors, as the case may be, (b) be paid in full in the ordinary course of business, and
(c) except as otherwise provided in the Plan, shall not be included in CW General Unsecured
Claims to be satisfied from the CW 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 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
54, Class 58, Class 66, or Class 68 under the 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
82.7.

82.8 National Action Claims: Notwithstanding anything contained herein, in the

GO/PBA Plan Support Agreement, or the HTA/CCDA Plan Support Agreement to the contrary,
National may continue to litigate to final judgment or settlement all claims and causes of action
asserted in the National Action; provided, however, that, in the event that notwithstanding the
application and effectiveness of the Bar Date Orders, the Plan, and the Confirmation Order, the
defendants and, to the extent named, third-party defendants in the National Action assert against

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the Debtors, PREPA, HTA or any other agency or instrumentality of the Commonwealth
(collectively, the “CW Entities”) claims or counterclaims for indemnification, contribution,
reimbursement, setoff or similar theories of recovery based on, arising from or relating to the
National Action (collectively, the “CW Entities’ Claims”), (i) the CW Entities agree (A) to
vigorously defend against any such CW Entities’ Claims, including, without limitation, invoking
the Bar Date Orders and discharge provisions set forth in Article XCII of the Plan and the
Confirmation Order, objecting to any proof of claim, and prosecuting available appeals based
upon, arising from or related to the National Action, (B) to allow National, at its option, to
participate in or undertake such defense and to settle such action in its sole discretion, and (C) not
to settle any such CW Entities’ Claims without National’s written consent, which consent shall not
be unreasonably withheld, and (ii) National agrees to (A) indemnify and hold the CW Entities
harmless to the extent of the CW Entities’ liability pursuant to a Final Order or settlement as a
result of the National Action, and (B) reimburse the relevant CW Entities for all documented fees
and expenses incurred in connection with the defense against any such CW Entities’ Claims,
including, without limitation, attorneys’ fees and expenses incurred (amounts pursuant to clauses
(ii)(A) and (B) collectively, the “Total Reimbursement”), but in no event may the Total
Reimbursement exceed any recovery realized by National in connection with the National Action;
provided, however, that National shall have no obligation pursuant to the Plan or the Confirmation
Order to indemnify and hold the CW Entitles harmless for claims based upon, arising from or
related to the Underwriter Actions that are not the National Action or in which National is not
involved. For the avoidance of doubt, any CW Entities’ Claims shall not constitute CW General
Unsecured Claims.

ARTICLE LXXXIII

GOVERNANCE AND PROVISIONS REGARDING PENSION RESERVE AND

PENSION SYSTEM

83.1 Formation and Responsibilities of the Pension Reserve: On or prior to the

Effective Date, the Commonwealth shall take all necessary steps to establish the Pension Reserve
Trust, including, without limitation, by execution and delivery of the Pension Reserve Deed of
Trust.

83.2 Funding of the Pension Reserve Trust: On the Effective Date, the
Commonwealth shall contribute, or cause to be contributed, to the Pension Reserve Five Million
Dollars ($5,000,000.00) to fund the initial administrative fees, costs and expenses of the Pension
Reserve Trust. From and after the FY in which the Effective Date occurs up to and including the
conclusion of the ninth (9th) FY following the FY in which the Effective Date occurs, the
Reorganized Commonwealth shall make, or cause to be made, annual (but in no event later than
October 1st following the conclusion of each FY) contributions to the Pension Reserve Trust in an
amount equal to (a) the Base Contribution, (b) such additional amount calculated as the lower of
the actual unrestricted primary surplus minus the actual CVI payments for such FY and the
Projected Fiscal Plan Surplus for such FY, minus the sum of (i) the Base Contribution for such FY,
plus (ii) the Commonwealth debt service obligation pursuant to the plan for such FY, plus (iii)
Two Hundred Million Dollars ($200,000,000.00); provided, however, that, in all instances, such
additional amount cannot be lower than zero dollars ($0.00), and (c) subject to applicable laws,

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including, without limitation, Titles I and II of PROMESA, such additional amounts as the
Reorganized Commonwealth, in its discretion, elects to deposit into the Pension Reserve Trust.
The Pension Reserve Trust will be managed by an independent entity whose members shall meet
the independence, professionalism, experience and qualification standards set forth in the Pension
Reserve Deed of Trust and shall be subject to all Commonwealth contracting, ethics and conflicts
of interest laws and regulations.

83.3 Non-Impairment Covenant: The Commonwealth covenants herein, and will

covenant in the Pension Reserve Deed of Trust, for the benefit of all Participants that, with respect
to payments and other obligations owed to Participants pursuant to the Plan, including, without
limitation, PayGo obligations and all components of the Total Monthly Retirement Benefit after
any adjustment pursuant to the Plan, all such obligations shall remain in place and not otherwise be
altered, modified or amended until all such obligations have been satisfied in full in accordance
with the provisions of the Plan and the Definitive Documents and the New GO Bonds Legislation,
enforceable by any and each of the Oversight Board, and any affected Retirees and, with respect to
any such provision, the Pension Reserve Deed of Trust shall not be amended or modified by the
Commonwealth except (i) with the express prior written consent of the Oversight Board (if in
existence), and a majority in number of the Retirees receiving benefits pursuant to the Plan who
are affected by such amendment or modification, or (ii) pursuant to a new or re-opened Title III
case for the Commonwealth and a confirmed new or modified, and effective, plan of adjustment.

83.4 Maintenance of Pension: Before the tenth (10th) anniversary of the Effective
Date, the Government of the Commonwealth of Puerto Rico, including, without limitation, by any
Entity or Person acting for or on behalf thereof, shall not (a) implement existing legislation or
enact new legislation to create or increase any defined benefit pension payment or obligation to
current or future retirees from or related to any defined benefit plans over the benefits provided by
the Plan, regardless of funding source, or (b) undo (in whole or part) the Plan’s eliminations of
defined benefit plan accruals and cost of living adjustments for government employees; provided,
however, that the Governor and Legislature of the Commonwealth of Puerto Rico, subsequent to
termination of the Oversight Board, may apply to the Title III Court for relief from this provision
upon showing (i) the need therefor, (ii) the affordability of the requested changes, (iii) the reasons
why the requested changes will not create a risk of the financial distress caused by the
Commonwealth’s prior defined benefit plans under which the Commonwealth and other
governmental employers accrued nearly $55 billion of unfunded pension obligations, (iv) the
means of funding the requested changes and reasons why there is little risk of such funding not
being carried out, (v) the reasons why the requested changes will not create a material risk of
defaults on any of the then outstanding obligations pursuant to the Plan, and (vi) the reasons why
the defined contribution plans are insufficient and defined benefit plans are both prudent and
required; and, provided, however, that, prior to the termination of the Oversight Board, the
Oversight Board shall not reduce any defined benefit pension payment or obligation to current or
future retirees from the benefits provided by the Plan.

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ARTICLE LXXXIV

IDENTIFICATION OF CLAIMS IMPAIRED BY THE PLAN

AND NOT IMPAIRED BY THE PLAN

84.1 Impaired Classes: The Claims in Classes 1 through 50, 51B, 51E, 51G through
51I, 52 through 53, 56, 58 through 62, 65, 66 and 69 are impaired and receiving distributions
pursuant to the Plan, and are therefore entitled to vote to accept or reject the Plan; provided,
however, that, based upon the elections made on the Ballot/Election Form, Classes 22, 29, 33, 35,
39, 43, 45, 48, 50, and 68 are deemed to have accepted the Plan. The Claims in Classes 63 and 64
are impaired and not receiving a distribution pursuant to the Plan and, therefore, Classes 63 and 64
are deemed to have rejected the Plan.

84.2 Unimpaired Classes: Claims in Classes 51A, 51C, 51D, 51F, 51J through 51L,
54, 55, 57, 67, and 68 are unimpaired pursuant to the Plan, are deemed to have accepted the Plan
and are not entitled to vote to accept or reject the Plan.

ARTICLE LXXXV

CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN

85.1 Conditions Precedent to Confirmation of the Plan: Confirmation of the Plan is

subject to satisfaction of the following conditions precedent:

(a) Fiscal Plan Certification: The Oversight Board shall have certified a
Fiscal Plan consistent with the Plan and shall have certified the submission of the Plan, and any
modifications to the Plan through the 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
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 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
Plan, including the releases set forth in Article XCII of the Plan;

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(v) Determining that the compromises and settlements set forth in the
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 Plan have been duly satisfied and met by the Oversight Board, the Debtors and
the Plan;

(vii) Approving the documents in the Plan Supplement, other than the
New GO Bonds Legislation and the CVI Legislation (to the extent included in the Plan
Supplement) and the Reorganized Debtors By-Laws, and determining that such documents are
valid and binding on parties with respect thereto;

(viii) Determining that the New GO Bonds Legislation and the CVI
Legislation, to the extent enacted, are a valid means for the implementation of the Plan and the
issuance of the New GO Bonds and the CVIs, respectively; and

(ix) Authorizing the Reorganized Debtors 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 Plan, and
the documents in the Plan Supplement.

(c) Form of Orders: The Confirmation Order and the Plan are each in form
and substance reasonably acceptable to the Oversight Board, the Debtors, the Initial GO/PBA PSA
Creditors and, solely with respect to provisions affecting Classes 54, 58, 66, and 68, the Creditors’
Committee.

(d) Confirmation Order: The Confirmation Order includes (i)

determinations that all of the settlements and compromises contained in the 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
XCII of the Plan and (iii) the applicable provisions set forth in Section 85.2 (b) hereof.

85.2 Waiver of Conditions Precedent to Confirmation: Subject to the terms and

provisions of the GO/PBA Plan Support Agreement, the HTA/CCDA Plan Support Agreement,
and the Committee Agreement, and to the extent practicable and legally permissible, each of the
conditions precedent in Section 85.1 hereof may be waived, in whole or in part, by the Oversight
Board, subject to the prior written consent of the Debtors, the Initial PSA Creditors and, solely
with respect to provisions affecting Classes 54, 58, 66, and 68, 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.

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ARTICLE LXXXVI

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

86.1 Conditions Precedent to the Effective Date: The occurrence of the Effective
Date and the substantial consummation of the Plan are subject to satisfaction of the following
conditions precedent:

(a) Fiscal Plan Certification: The Oversight Board shall have determined that the
Plan is consistent with the Debtors’ Fiscal Plan and shall have certified the submission of the Plan,
and any modifications to the Plan through the Confirmation Date, in accordance with Sections
104(j) and 313 of PROMESA. The Fiscal Plan certified as of the Effective Date shall include
provisions for the payment of principal and interest with respect to the New GO Bonds, including,
without limitation, sinking fund payments and the mechanisms and procedures for payment of the
CVIs in the event that the Outperformance Condition is satisfied and payment is due in accordance
with the CVI Indenture.

(b) Entry of the Confirmation Order: The Clerk of the Title III Court shall have
entered the Confirmation Order in accordance with Section 314 of PROMESA and section 1129 of
the Bankruptcy Code, made applicable to the Title III Cases pursuant to Section 301 of
PROMESA, which shall be in form and substance reasonably acceptable to the Oversight Board,
the Initial PSA Creditors, and the Creditors’ Committee and the Confirmation Order shall provide
for the following:

(i) Authorize the Debtors and the Reorganized Debtors, 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 Plan;

(ii) Decree that the provisions of the Confirmation Order and the Plan
are nonseverable and mutually dependent;

(iii) Authorize the Debtors and Reorganized Debtors, as the case may
be, to (1) make all distributions and issuances as required under the Plan and (2) enter into any
agreements and transactions, as set forth in the Plan Supplement;

(iv) Authorize the implementation of the Plan in accordance with its

terms;

(v) Determine the New GO Bonds and the CVIs, and the covenants by
the Commonwealth, for the benefit of the holders of the New GO Bonds, and the CVIs as provided
in the New GO Bonds Legislation, the New GO Bonds Indenture, the CVI Legislation, the CVI
Indenture or the Confirmation Order, as applicable, constitute valid, binding, legal and enforceable
obligations of the Commonwealth, under Puerto Rico, New York and federal law;

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(vi) Determine that, the Commonwealth shall have pledged its full
faith, credit and taxing power under the Commonwealth Constitution and applicable Puerto Rico
law for the payment of principal and interest on the New GO Bonds and payment on the CVIs;

(vii) Determine that, pursuant to the New GO Bonds Legislation and

other applicable law, upon deposit of monies in the Debt Service Fund, there shall be statutory first
liens on such monies for the purposes of securing payment of the New GO Bonds, which statutory
first liens on such monies shall remain in full force and effect until the New GO Bonds have been
paid or satisfied in full in accordance with their terms;

(viii) Determine the 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 Debtors, (2) Reorganized Debtors, (3) the Commonwealth and its
instrumentalities, (4) each Entity asserting claims or other rights against 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 Debtors 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 Plan and, if impaired, whether or not such Entity accepted the
Plan, (5) any other Entity, and (6) each of the foregoing’s respective heirs, successors, assigns,
trustees, executors, administrators, officers, directors, agents, representatives, attorneys,
beneficiaries or guardians;

(ix) Provide that the Fiscal Plan, certified as of the Effective Date, and
any post-Effective Date Fiscal Plan include provisions for the payment in each FY of (a) principal
and interest payable on the New GO, including, without limitation, sinking fund payments due in
such FY, and (b) to the extent that the Outperformance Condition is satisfied in the prior FY, any
amounts due and owing on the CVIs in accordance with the terms of the CVI Indenture;

(x) Determine that the statutory first lien on funds once deposited into
the Debt Service Fund, as provided for in the New GO Bonds Legislation, and all other provisions
to pay the New GO Bonds are valid, binding, legal and enforceable, including, without limitation,
covenants not to impair such property, maintain available tax exemption and provide for the
conditions regarding substitution of collateral (including, without limitation, the statutory lien
thereon as adequate protection for the property rights herein and in the Confirmation Order);

(xi) Provide that the automatic stay in any future insolvency

proceeding commenced on behalf of the Commonwealth (whether under Title III of PROMESA or
otherwise) shall be deemed waived with respect to monies on deposit in the Debt Service Fund as
of the commencement thereof;

(xii) Determine that, for purposes of Section 209 of PROMESA, the

discharge of debt to occur as of the Effective Date is necessary for the Oversight Board to certify
that expenditures do not exceed revenues for the Commonwealth as determined in accordance with
modified accrual accounting standards;

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(xiii) Provide that the compromises and settlements set forth in the Plan
and the Confirmation Order with respect to the priority of the New GO Bonds and the CVIs under
PROMESA, the Commonwealth Constitution or other applicable law shall not be binding on any
party in interest (including any successor to the Oversight Board) in a subsequent Title III (or other
insolvency) proceeding;

(xiv) Determine that the Plan is consistent with the Debtors’ Fiscal Plans
and satisfies Section 314(b)(7) of PROMESA;

(xv) Provide that, in consideration for the agreements set forth in the
HTA/CCDA Plan Support Agreement, and upon satisfaction of the HTA Distribution Conditions,
HTA shall make an interim distribution to holders of HTA 68 Bonds and HTA 98 Senior Bonds 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, which distributions shall reduce the principal amount of such HTA 68 Bonds
and HTA 98 Senior Bonds, respectively, and the corresponding HTA Bond Claims;

(xvi) Provide that, in consideration for the structuring of payments to be

made to holders of CW/HTA Claims, CW/Convention Center Claims, CW/PRIFA Tax Claims and
CW/MBA Claims, upon satisfaction of the HTA Distribution Conditions, and in accordance with
the terms and provisions of Section 6.1(d) of the HTA/CCDA Plan Support Agreement, the
Commonwealth shall make payments to Assured and National in the amounts of Thirty-Nine
Million Three Hundred Thousand Dollars ($39,300,000.00) and Nineteen Million Three Hundred
Thousand Dollars ($19,300,000.00), respectively;

(xvii) Provide that neither the Governor nor the Legislature 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 Plan;

(xviii) Provide that the Governor and the Legislature, individually and
jointly, as appropriate, shall take any and all actions necessary to consummate the transactions
contemplated by the Plan; and

(xix) Provide that payments or redemptions made with respect to the

CVIs shall not be subject to any Commonwealth tax or withholding obligation imposed by the
Commonwealth now or in the future regardless of whether such payments or redemptions with
respect to the CVIs may be exempt from the payment of federal or state taxes, including, without
limitation, the twenty-nine percent (29%) Puerto Rico income tax withholding at source that may
otherwise be applicable to such payments or redemptions.

(c) No Injunction: The 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 Plan, including, without
limitation, the New GO Bonds Legislation and the CVI Legislation, have been obtained or enacted
or entered and not revoked or reversed, and (2) except to the extent expressly provided herein and

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not inconsistent with any other provision of the Plan, unless otherwise permitted or required by
PROMESA or similar authority, completion of any other required legislative or other
governmental action required to consummate the Plan.

(e) Execution of Documents; Other Actions: All actions and all contracts,
instruments, settlements, releases and other agreements or documents, including Definitive
Documents, the New GO Bonds Legislation and the CVI Legislation, necessary to implement the
terms and provisions of the Plan, including the Definitive Documents, the New GO Bonds
Legislation and the CVI Legislation, 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 GO Bonds and the CVIs by outside counsel to the Debtors covering matters not
expressly addressed in the Confirmation Order, in form and substance reasonably acceptable to the
Initial GO/PBA PSA Creditors, have been delivered to the applicable trustee or other parties
regarding the Definitive Documents and the Plan.

(g) Constitutional Claims: The Title III Court shall have entered an order finding
that any Claim asserted against the Debtors or the Reorganized Debtors based on any bonds issued
or guaranteed by or loans made to or guaranteed by HTA, CCDA, PRIFA, or MBA shall be
determined to be a Claim arising prior to the Petition Date and classified in Classes 59 through 62
(except Allowed ERS Bond Claims to the extent secured) and shall be dischargeable and
discharged pursuant to the Plan or Confirmation Order and the Debtors and the Reorganized
Debtors shall have no liability on account of such Claims.

(h) 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.

(i) Preemption: The Title III Court shall have entered an order finding or
determining that (1) Act 80, Act 81, and Act 82, each enacted on August 3, 2020, and (2) Joint
Resolution 33-2021, signed into law on December 16, 2021 and requiring the partial
implementation of Act 80, are either preempted by the provisions of PROMESA or nullified or
unenforceable pursuant to PROMESA, including, without limitation, Sections 104(k), 108, 201,
202, and 204 thereof.

86.2 Waiver of Conditions Precedent: Subject to the provisions of the GO/PBA Plan
Support Agreement, the Oversight Board may waive any of the conditions to the Effective Date set
forth in Section 86.1 hereof at any time without any notice to any other parties in interest, other
than the Initial GO/PBA 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 Plan; provided, however,
that, subject to the terms and provisions of Committee Agreement, each of the conditions
precedent in Section 86.1 hereof with respect to provisions affecting Classes 54, 58, 66 and 68 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.

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86.3 Effect of Non-Occurrence of Conditions to Effective Date: If prior to the

Effective Date, the Confirmation Order is vacated pursuant to a Final Order, then, except as
provided in any order of the Title III Court vacating the Confirmation Order, the Plan will be null
and void in all respects, and nothing contained in the 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 Debtors, the Oversight Board, the Creditor’s Committee, or any other Entity; or
(c) constitute an admission, acknowledgment, offer, or undertaking of any sort by the Debtors, the
Oversight Board, the Creditor’s Committee, or any other Entity.

ARTICLE LXXXVII

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

87.1 Modification of 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 Cases pursuant to
Section 301 of PROMESA, and (b) the terms and provisions of the GO/PBA Plan Support
Agreement, the AFSCME Plan Support Agreement, the Retiree Committee Plan Support
Agreement, the Committee Agreement, and the HTA/CCDA Plan Support Agreement, the
Oversight Board may alter, amend or modify the Plan or the Exhibits at any time prior to or after
the Confirmation Date but prior to the Effective Date. A holder of a Claim that has accepted the
Plan shall be deemed to have accepted the 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.

87.2 Revocation or Withdrawal:

(a) Subject to the terms and provisions of the GO/PBA Plan Support
Agreement, the AFSCME Plan Support Agreement, the Retiree Committee Plan Support
Agreement, the Committee Agreement, and the HTA/CCDA Plan Support Agreement, the Plan
may be revoked or withdrawn prior to the Confirmation Date by the Oversight Board.

(b) If the Plan is revoked or withdrawn prior to the Confirmation Date, or if

the Plan does not become effective for any reason whatsoever, then the 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 Debtors or any other Entity, or to prejudice in any manner the rights of the
Debtors or any other Entity in any further proceeding involving the Debtors.

87.3 Amendment of Plan Documents: From and after the Effective Date, the
authority to amend, modify, or supplement the Plan Supplement, the Exhibits to the Plan
Supplement and the Exhibits to the 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 Plan and
their respective attachments, as the case may be.

87.4 No Admission of Liability:

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(a) The submission of this 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 Plan.

(b) None of this Plan (including, without limitation, the Exhibits hereto), or
any settlement entered, act performed or document executed in connection with this 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 Debtors, the Debtors, or any other Entity with respect to the validity
of any Claim. None of this Plan or any settlement entered, act performed or document executed in
connection with this Plan shall be admissible in any proceeding for any purposes, except to carry
out the terms of this Plan, and except that, once confirmed, any Entity may file this 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 LXXXVIII

CORPORATE GOVERNANCE AND

MANAGEMENT OF REORGANIZED DEBTORS

88.1 Corporate Action: On the Effective Date, all matters provided for under the Plan
that would otherwise require approval of the directors of the Debtors or Reorganized Debtors,
including, without limitation, to the extent applicable, the authorization to issue or cause to be
issued the New GO Bonds, the CVIs, the authorization to enter into the Definitive Documents, the
adoption of Reorganized Debtors By-Laws, and the election or appointment, as the case may be, of
directors and officers of Reorganized Debtors pursuant to the Plan, as applicable, shall be
authorized and approved in all respects, in each case, in accordance with the New GO Bonds
Legislation, the CVI Legislation, 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 Plan involving the corporate structure of the Reorganized
Debtors or corporate action by Reorganized Debtors, as applicable, shall be deemed to have
occurred, be authorized, and shall be in effect in accordance with the New GO Bonds Legislation,
the CVI Legislation, and the 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 Confirmation Date, the Debtors and
Reorganized Debtors shall take any and all actions deemed appropriate in order to consummate the
transactions contemplated herein in accordance with the New GO Bonds Legislation, the CVI
Legislation, and the new corporate governance documents, as applicable.

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88.2 Dissolution of ERS: On or as soon as practicable subsequent to the Effective

Date, ERS shall be dissolved and all existing directors and officers of ERS shall be relieved of any
further duties and obligations. Upon such dissolution, all remaining assets of ERS shall be
transferred to the Commonwealth.

88.3 Officers of Reorganized Debtors: To the extent applicable, the board of

directors of Reorganized Debtors shall elect officers of Reorganized Debtors as of or after the
Effective Date.

88.4 PBA and CCDA Governance Structure: No changes to the PBA governance
structure or PBA collective bargaining agreements will be implemented during or following the
PBA Title III Case, unless any such changes are approved by the Oversight Board and AAFAF.

ARTICLE LXXXIX

PROVISIONS REGARDING OVERSIGHT BOARD AND

COMPLIANCE WITH PROMESA

89.1 Effect of Confirmation: Nothing in this Plan or the Confirmation Order shall
discharge, substitute, alter or otherwise modify the powers and responsibilities of the Oversight
Board pursuant to PROMESA or the obligations of each Reorganized Debtor under PROMESA.
From and after the Effective Date, the Reorganized Debtors shall continue to have all of their
obligations pursuant to PROMESA, including, without limitation, the terms and conditions of
Titles I and II thereof.

89.2 Ongoing Role of the Oversight Board: Nothing in the Plan or the Confirmation
Order shall discharge any or all obligations of each Debtor under PROMESA and, from and after
the Effective Date, the Oversight Board’s powers and responsibilities under PROMESA shall
continue, and the Debtors’ duties and obligations shall continue and be unaffected by the Plan and
the consummation thereof.

89.3 Preemption of Laws: As of the Effective Date, and to the extent not previously
preempted pursuant to an order of the Title III Court, provisions of Commonwealth laws that 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 provisions include,
without limitation, (a) pursuant to section 4 of PROMESA, all laws, rules, and regulations, to the
extent they give rise to obligations of the Debtors discharged by the Plan and the 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 Commonwealth or one of its instrumentalities to any agency or
instrumentality, whether to enable such agency or instrumentality to pay or satisfy indebtedness or
for any other purpose, are preempted to the extent inconsistent with the Plan’s discharge of the
Debtors’ obligations, and all such laws shall not be enforceable to the extent they are inconsistent
with the Plan’s discharge of the Debtors’ obligations or any of the transactions contemplated by
the Plan. Without in any way limiting the foregoing, (y) the Commonwealth laws preempted by

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PROMESA include, without limitation, those listed on Exhibit “K” 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 any Commonwealth law
listed on Exhibit “K” hereto is preempted by PROMESA shall be dismissed, with prejudice, as of
the Effective Date and the parties thereto shall provide the Oversight Board prompt notice of such
dismissal. For the avoidance of doubt, the non-inclusion of a payment obligation arising from a
valid law in a certified fiscal plan or budget is not a basis for disallowance of such obligation to the
extent the claim arising therefrom otherwise satisfies the requirements for allowance of a claim
under the relevant provisions of the Bankruptcy Code.

ARTICLE XC

PROVISIONS REGARDING COMMITTEES

90.1 Dissolution of Committees: On the Effective Date, each of the Creditors’

Committee and the Retiree 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 Cases; provided, however, that (x) in
the event that an appeal of the Confirmation Order is taken, neither the Creditors’ Committee nor
the Retiree Committee shall be dissolved until the Confirmation Order becomes a Final Order, (y)
the Creditors’ Committee shall not be dissolved with respect to its duties and obligations in
connection with the HTA and PREPA Title III cases, and (z) each of the Creditors’ Committee and
the Retiree 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 Effective Date, either the Creditors’ Committee or the Retiree Committee
was a party to a contested matter or adversary proceeding in connection with the Title III Cases,
including, without limitation, the Debt Related Objections, the PBA Litigation, the Invalidity
Actions, the Lien Challenge Actions, the ERS Litigation, the Appointments Clause Litigation, the
Uniformity Litigation, the Clawback Actions, the Lift Stay Motions, and any objection to claim,
from and after the Effective Date and to the extent not already a party thereto, the Reorganized
Debtors or the Avoidance Actions Trustee shall be deemed to have assumed such role and
responsibility in connection with such contested matter and, upon such assumption, the Creditors’
Committee or the Retiree Committee, as the case may be, shall be relieved of any role,
responsibility or obligation with respect thereto; provided, however, and, for the avoidance of
doubt, in no event shall the Avoidance Actions Trustee assume any role with respect to the Debt
Related Objections, the PBA Litigation, the Invalidity Actions or the Lien Challenge Actions,
which litigation shall be settled as set forth in Section 2.1 hereof and the Confirmation Order.

ARTICLE XCI

RETENTION OF JURISDICTION

91.1 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 Cases
and the Plan, or that relates to the following:

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(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 Debtors are a party or with respect to which
the Debtors 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 Plan and adjudicate any and all disputes arising from or relating to
distributions under the 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 Debtors or Reorganized Debtors that may be pending on the 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 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 (a) contracts, instruments, releases,
indentures, and other agreements or documents approved by Final Order in the Title III Cases and
(b) the Plan, the Confirmation Order, Definitive Documents and any other contracts, instruments,
securities, releases, indentures, and other agreements or documents created in connection with the
Plan,

(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
Plan, the Confirmation Order, Definitive Documents or any other contract, instrument, security,
release or other agreement or document that is entered into or delivered pursuant to the Plan or any
Entity’s rights arising from or obligations incurred in connection with the Plan or such documents;

(h) to approve any modification of the Plan or approve any modification of

the Confirmation Order or any contract, instrument, security, release or other agreement or
document created in connection with the Plan or the Confirmation Order, or remedy any defect or
omission or reconcile any inconsistency in any order, the Plan, the Confirmation Order or any
contract, instrument, security, release or other agreement or document created in connection with
the Plan or the Confirmation Order, or enter any order in aid of confirmation pursuant to sections

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945 and 1142(b) of the Bankruptcy Code, in such manner as may be necessary or appropriate to
consummate the Plan;

(i) to adjudicate, decide or resolve any matters relating to the Debtors’

compliance with the Plan and the 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 Plan, the Disclosure Statement, the Confirmation Order, Definitive Documents, or any
contract, instrument, security, release or other agreement or document created, entered into or
delivered in connection with the Plan, the Disclosure Statement or the 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 Plan or the Confirmation Order, including, without limitation, the provisions of
Section 92.2 and 92.3 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 Plan
or Confirmation Order, including, without limitation, issuance of the New GO Bonds and the
CVIs, 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
Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

(n) to enter an order or final decree concluding or closing the Title III Cases
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’s appointees to the Avoidance
Actions Trust Board in connection with the settlement of Claims in accordance with the provisions
of Section 82.1(b) of the Plan;

(p) to enforce and clarify any orders previously entered by the Title III Court
in the Title III Cases; and

(q) to hear any other matter over which the Title III Court has jurisdiction
under Sections 305 and 306 of PROMESA.

ARTICLE XCII

MISCELLANEOUS PROVISIONS

92.1 Title to Assets: Except as provided in the Confirmation Order, on the Effective
Date, title to all Assets and properties of the Debtors encompassed by the Plan shall vest in

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Reorganized Debtors, free and clear of all Liens (except the Liens granted pursuant to the Plan and
Confirmation Order).

92.2 Discharge and Release of Claims and Causes of Action:

(a) Except as expressly provided in the Plan or the Confirmation Order, all
distributions and rights afforded under the 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 Debtors and Reorganized Debtors that arose, in whole or in part, prior to the
Effective Date, relating to the Title III Cases, the Debtors or Reorganized Debtors or any of their
respective Assets, property, or interests of any nature whatsoever, including any interest accrued
on such Claims from and after the Petition Date, and regardless of whether any property will have
been distributed or retained pursuant to the Plan on account of such Claims or Causes of Action;
provided, however, that, without prejudice to the exculpation rights set forth in Section 92.7
hereof, nothing contained in the Plan or the Confirmation Order is intended, nor shall it be
construed, to be a grant of a non-consensual third-party release of the PSA Creditors, AFSCME,
and of their respective Related Persons by Creditors of the Debtors. Upon the Effective Date, the
Debtors and Reorganized Debtors 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 Effective
Date (including prior to the Petition Date), and Claims of the kind specified in sections 502(g),
502(h) or 502(i) of the Bankruptcy Code and PROMESA Section 407, whether or not (a) a proof
of claim based upon such Claim is filed or deemed filed under section 501 of the Bankruptcy
Code, (b) such Claim is allowed under section 502 of the Bankruptcy Code and PROMESA
Section 407 (or is otherwise resolved), or (c) the holder of a Claim based upon such debt voted to
accept the Plan. For the avoidance of doubt, nothing contained herein or in the 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, 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 Plan or the Confirmation Order, all
Entities shall be precluded from asserting any and all Claims against the Debtors and Reorganized
Debtors, 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 Cases, the Debtors or
Reorganized Debtors or any of their respective Assets and property, including any interest accrued
on such Claims from and after the Petition Date, and regardless of whether any property will have
been distributed or retained pursuant to the 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 Plan or the Confirmation Order, the
Confirmation Order shall constitute a judicial determination, as of the Effective Date, of the
discharge and release of all such Claims, Causes of Action or debt of or against the Debtors and
the Reorganized Debtors 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 Debtors or Reorganized Debtors and their respective

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Assets, and property at any time, to the extent such judgment is related to a discharged Claim, debt
or liability. As of the Effective Date, and in consideration for the value provided under the Plan,
each holder of a Claim in any Class under this Plan shall be and hereby is deemed to release and
forever waive and discharge as against the Debtors and Reorganized Debtors, and their respective
Assets and property and all such Claims.

(c) Notwithstanding any other provisions of this Section 92.2, in accordance

with the provisions of the GO/PBA Plan Support Agreement, each of the GO/PBA PSA Creditors
and their respective Related Persons, solely in their capacity as Creditors of the Debtors, 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 92.2.

(d) SEC Limitation. Notwithstanding anything contained herein or in the

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 Confirmation Order to the contrary, no provision shall (i) impair the United States, its agencies,
departments, or agents, or in any manner relieve the Debtors or the Reorganized Debtors, as the
case may be, from compliance with federal laws or territorial laws and requirements implementing
a federally authorized or federally delegated program protecting the health, safety, and
environment of persons in such territory, (ii) expand the scope of any discharge, release, or
injunction to which the Debtors or the Reorganized Debtors are entitled under Title III, and (iii)
discharge, release, enjoin, or otherwise bar (A) any liability of the Debtors or the Reorganized
Debtors to the United States arising from and after the 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 Debtors or the Reorganized Debtors, 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 Debtors or the Reorganized Debtors, as the case may be, under
any United States grant or cooperative assistance agreement, (E) the Debtors’ or the Reorganized
Debtors’ 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 Confirmation Order shall be deemed (i) to
determine the tax liability of any Entity, including, but not limited to, the Debtors and the
Reorganized Debtors and any obligation of the Debtors to pay post-petition interest on any such
tax liability, (ii) to be binding on the IRS with regard to the federal tax liabilities, tax status, or tax
filing and withholding obligations of any Entity, including, but not limited to, the Debtors and the

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Reorganized Debtors, (iii) to release, satisfy, discharge, or enjoin the collection of any claim of the
IRS against any Entity other than the Debtors and the Reorganized Debtors, 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

Confirmation Order to the contrary, including, without limitation, Sections 92.2, 92.3 and 92.11 of
the Plan, except as may be precluded pursuant to the provisions of PROMESA, nothing in the
Plan, the Confirmation Order or any 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 any of the Debtors, the
Reorganized Debtors, PREPA, HTA 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 Debtors or the Reorganized Debtors 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 Plan, and/or the
Confirmation Order; and/or (ii) against the Debtors, the Reorganized Debtors, PREPA, HTA, 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, setoff or similar theories, to the extent asserted for
purposes of obtaining an affirmative monetary recovery, which Claims or counterclaims shall be
deemed disallowed, barred, released and discharged in accordance with the terms and provisions of
the Plan and the Confirmation Order; and provided, further, that nothing herein or in the
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 Debtors, the Reorganized
Debtors, PREPA, HTA 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, setoff 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.

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92.3 Injunction on Claims: Except as otherwise expressly provided in the Plan, the
Confirmation Order or such other Final Order of the Title III Court that is applicable, all Entities
who have held, hold or in the future hold Claims or any other debt or liability that is discharged or
released pursuant to Section 92.2 hereof or who have held, hold or in the future hold Claims or any
other debt or liability discharged or released pursuant to Section 92.2 of the Plan are permanently
enjoined, from and after the 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 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 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 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 Plan. Such injunction shall extend to all successors and assigns of the
Released Parties and their respective assets and property. Notwithstanding the foregoing, without
prejudice to the exculpation rights set forth in Section 92.7 hereof and the Confirmation Order,
nothing contained in the Plan or the Confirmation Order is intended, nor shall it be construed, to be
a non-consensual third-party release of the PSA Creditors, AFSCME, and of their respective
Related Persons by Creditors of Debtors.

92.4 Integral to Plan: Each of the discharge, injunction, exculpation and release
provisions provided in this Article XCII is an integral part of the Plan and is essential to its
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 XCII.

92.5 Releases by the Debtors and Reorganized Debtors: Except as otherwise

expressly provided in the Plan or the Confirmation Order, on the Effective Date, and for good and
valuable consideration, each of the Debtors and Reorganized Debtors, the Disbursing Agent and
each of the Debtors’ and Reorganized Debtors’ 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 Debtors,
Reorganized Debtors, 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.

92.6 Injunction Related to Releases: As of the Effective Date, all Entities that hold,
have held, or in the future hold a Released Claim that is released pursuant to Section 92.2 of the
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:

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(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 92.5 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 Plan or the
Confirmation Order. For the avoidance of doubt, the following stipulations will terminate upon
the entry of the Confirmation Order: 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. 173283-LTS, ECF No. 15854], as
amended; and 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.

92.7 Exculpation:

(a) Government Parties: The Oversight Board, AAFAF, the Debtors, and
each of their respective Related Persons, solely acting in its capacity as such at any time up to and
including the 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 Cases, the formulation, preparation,
dissemination, implementation, confirmation or approval of the Plan or any compromises or
settlements contained therein, the Disclosure Statement, or any contract, instrument, release or
other agreement or document provided for or contemplated in connection with the consummation
of the transactions set forth in the Plan; provided, however, that the foregoing provisions of this
Section 92.7 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 92.7(a) 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 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 Plan.

(b) PSA Creditors: Each of the PSA Creditors solely in its capacity as a
party to the GO/PBA Plan Support Agreement and/or the HTA/CCDA Plan Support Agreement
and a Creditor and/or insurer, as applicable, from the relevant Petition Date up to and including the
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 Cases, or the
mediation, negotiation, formation, preparation, dissemination, implementation, confirmation or
approval of the Plan or any compromises or settlements contained therein, the Disclosure
Statement, the GO/PBA Plan Support Agreement, the HTA/CCDA Plan Support Agreement, the
Definitive Documents, or any other contract, instrument, release or other agreement or document

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provided for or contemplated in connection with the consummation of the transactions set forth in
the Plan; provided, however, that the foregoing provisions of this Section 92.7(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) Retiree Committee: Each of the members of the Retiree Committee,

solely in its capacity as a member of the Retiree Committee and a Creditor, as applicable, from the
relevant Petition Date up to and including the Effective Date and each of the Retiree 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 Cases, the formation, preparation, dissemination,
implementation, confirmation or approval of the Plan or any compromises or settlements contained
therein, the Disclosure Statement, the Retiree Committee Plan Support Agreement, 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 Plan and the Retiree Committee Plan
Support Agreement; provided, however, that, notwithstanding the foregoing exculpation, in the
event that litigation is commenced against a member of the Retiree 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 the
Commonwealth, pursuant to a Final Order, and, provided, further, that, the foregoing provisions of
this Section 92.7(c) 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.

(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 relevant Petition Date up to and including the Effective Date and each of the
Creditors’ Committee’s Related Persons shall not have or incur any liability to any Entity for any
act taken or omitted to be taken in connection with the Title III Cases, the formation, preparation,
dissemination, implementation, confirmation or approval of the Plan or any compromises or
settlements contained therein, the Disclosure Statement, or any contract, instrument, release or
other agreement or document provided for or contemplated in connection with the consummation
of the transactions set forth in the 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 the Commonwealth, pursuant to a Final Order, and, provided, further,
that, the foregoing provisions of this Section 92.7(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) AFSCME: AFSCME, solely in its capacity as a party to the AFSCME

Plan Support Agreement and a Creditor, as applicable, from the relevant Petition Date up to and
including the Effective Date, and each of its 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
Cases, the formation, preparation, dissemination, implementation, confirmation or approval of the

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Plan or any compromises or settlements contained therein, the Disclosure Statement, the AFSCME
Plan Support Agreement, or any contract, instrument, release or other agreement or document
provided for or contemplated in connection with the consummation of the transaction set forth in
the Plan and the AFSCME Plan Support Agreement; provided, however, that, the foregoing
provisions of this Section 92.7(e) 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.

(f) Monoline Insurers: Ambac, Assured, FGIC, National, Syncora, and their
Related Persons shall not have or incur any liability to any Entity for any act taken or omitted to be
taken consistent with the Plan or in connection with the formulation, preparation, dissemination,
implementation, acceptance, confirmation, or approval of the Plan, including, without limitation, in
connection with the treatment of Ambac Insured Bond Claims, Assured Insured Bond Claims,
FGIC Insured Bond Claims, National Insured Bond Claims, or Syncora 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, National
Insurance Policies, or Syncora Insurance Policies: provided, however, that, notwithstanding
anything contained herein to the contrary, the terms and provisions of the Plan shall not, and shall
not be construed to, release or exculpate, with respect to any beneficial holder of Ambac Insured
Bonds, Assured Insured Bonds, FGIC Insured Bonds, National Insured Bonds, or Syncora Insured
Bonds any payment obligation under the applicable Ambac Insurance Policy, Assured Insurance
Policy, FGIC Insurance Policy, National Insurance Policy, or Syncora Insurance Policy in
accordance with its terms solely to the extent of any failure of such holder to receive the Ambac
Treatment, Assured Treatment, FGIC Treatment, National Treatment, or Syncora Treatment, as
applicable (or any claims that Ambac, Assured, FGIC, National, or Syncora may have against a
beneficial holder of respective insured bonds with respect to Ambac’s, Assured’s, FGIC’s,
National’s or Syncora’s applicable obligations under the Ambac Insurance Policies, Assured
Insurance Policies, National Insurance Policies, or Syncora Insurance Policies, as applicable).

92.8 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
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 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 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 Plan and the
Confirmation Order, including, without limitation, the releases, exculpations and injunctions
provided pursuant to Article XCII of the 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 Effective Date,
such plaintiff shall take any and all actions to dismiss, with prejudice, or, in the event other
plaintiffs are party to such litigations, withdraw from, with prejudice, such Appointments Related

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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.

92.9 Bar Order: To the limited extent provided in the 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 Plan, the negotiation and consummation of the GO/PBA 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 Cases, 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 Cases, either directly or indirectly by any Person for the direct or indirect
benefit of any Released Party arising from or related to the claims, acts, facts, transactions,
occurrences, statements or omissions that are, could have been or may be alleged in the related
actions or any other action brought or that might be brought by, through, on behalf of, or for the
benefit of any of the Released Parties (whether arising under federal, state or foreign law, and
regardless of where asserted); provided, however, that, without prejudice to the exculpation rights
set forth in Section 92.7 hereof and the Confirmation Order, nothing contained in the Plan or the
Confirmation Order is intended, nor shall it be construed, to be a non-consensual third-party
release of the PSA Creditors, AFSCME, and of their respective Related Persons by Creditors of the
Debtors.

92.10 No Waiver: Notwithstanding anything to the contrary contained in Sections 92.5

and 92.6 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 Debtors, the 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.

92.11 Supplemental Injunction: Notwithstanding anything contained herein to the

contrary, except to the limited extent provided in the 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 Cases or any Claim against the Debtors, 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 Effective Date
(including prior to the Petition Date), including, but not limited to:

(a) Commencing or continuing in any manner any action or other proceeding

of any kind with respect to any such Released Claim against any of the Released Parties or the
assets or property of any Released Party;

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(b) Enforcing, attaching, collecting or recovering, by any manner or means,

any judgment, award, decree or order against any of the Released Parties or the assets or property
of any Released Party with respect to any such Released Claim;

(c) Creating, perfecting or enforcing any Lien of any kind against any of the
Released Parties or the assets or property of any Released Party with respect to any such Released
Claim;

(d) Except as otherwise expressly provided in the Plan or the 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 Plan or the Confirmation Order, provided,
however, that the Debtors’ compliance with the formal requirements of Bankruptcy Rule 3016
shall not constitute an admission that the Plan provides for any injunction against conduct not
otherwise enjoined under the Bankruptcy Code;

provided, however, that, without prejudice to the exculpation rights set forth in Section 92.7 hereof
and the Confirmation Order, nothing contained in the Plan or the Confirmation Order is intended,
nor shall it be construed, to be a grant of a non-consensual third-party release of the PSA Creditors,
AFSCME, and of their respective Related Persons by Creditors of the Debtors.

92.12 Post-Effective Date Fees and Expenses: From and after the Effective Date,
Reorganized Debtors 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 Debtors related to implementation and consummation of the
Plan without further approval from the Title III Court. Without limiting the foregoing, from and
after the Effective Date, Reorganized Debtors 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 the Reorganized Debtors, 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 Plan and in connection with its duties and responsibilities pursuant to
PROMESA and the terms and provisions of the Plan.

92.13 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 GO
Bonds and the CVIs 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.

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92.14 Severability: Subject to the terms and provisions of the GO/PBA Plan Support
Agreement, the Committee Agreement, and Section 3.7 hereof, if, prior to the Confirmation Date,
(a) any term or provision of the 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 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 Plan, including, without limitation, to remove a Debtor (other than the
Commonwealth and PBA) from the treatments set forth in the Plan, the Plan provisions applicable
thereto shall be deemed severed and to be of no force or effect.

92.15 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 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.

92.16 Closing Case: The Oversight Board shall, promptly upon the full administration
of the Title III Cases, 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 Cases,
the Title III Court shall retain jurisdiction of all of the matters set forth in Article XCI of the Plan.

92.17 Section Headings: The section headings contained in this Plan are for reference
purposes only and shall not affect in any way the meaning or interpretation of the Plan.

92.18 Inconsistencies: To the extent of any inconsistency between (a) the information
contained in the Disclosure Statement and the terms and provisions of the Plan, the terms and
provisions contained herein shall govern and (b) the terms and provisions of the Plan and the terms
and provisions of the Confirmation Order, the terms and provisions of the Confirmation Order
shall govern and be deemed a modification of the Plan; provided, however, that under no
circumstances shall the Confirmation Order modify the economic terms set forth herein absent
consent of the Oversight Board.

92.19 Document Retention: From and after the Effective Date, the Debtors may
maintain documents in accordance with their standard document retention policy, as may be
altered, amended, modified, or supplemented by the Debtors.

92.20 Immediate Binding Effect: Pursuant to section 944(a) of the Bankruptcy Code,
applicable to the Title III Cases pursuant to Section 301 of PROMESA, upon the occurrence of the
Effective Date, the terms of the 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 Plan and whether or
not such holder has accepted the Plan. The releases, exculpations, and settlements effected under
the Plan shall be operative, and subject to enforcement by the Title III Court, from and after the

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Effective Date, including pursuant to the injunctive provisions of the Plan. Once approved, the
compromises and settlements embodied in the 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 Plan must (a) challenge such compromise and settlement prior to
confirmation of the 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.

92.21 Additional Documents: On or before the 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 Plan.
The Debtors and all holders of Claims receiving distributions pursuant to the 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 Plan.

92.22 Reservation of Rights: Except as expressly set forth herein, the Plan shall have
no force or effect unless the Title III Court shall enter the Confirmation Order. None of the filing
of the Plan, any statement or provision contained in the Plan, or the taking of any action by the
Debtors with respect to the 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 Debtors with respect to the holders of
Claims prior to the 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.

92.23 Successors and Assigns: Except as expressly provided otherwise in the Plan, the
rights, benefits, and obligations of any Entity named or referred to in the Plan or the 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.

92.24 Notices: All notices, requests to, demands or other document(s) required by the
Plan or the Confirmation Order to be served on or delivered to the Oversight Board, the Debtors 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

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San Juan, PR 00918-1813

Attn: Natalie A. Jaresko, 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

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If to the Debtors, to: The Commonwealth of Puerto Rico

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

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

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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

92.25 Term of Injunctions or Stays: Unless otherwise provided herein or in the

Confirmation Order, all injunctions or stays in effect in the Title III Cases (pursuant to
sections 105, 362, or 922 of the Bankruptcy Code or any order of the Title III Court) and existing
on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the
Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions
or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in
accordance with their terms.

92.26 Entire Agreement: Except as otherwise indicated, the 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 Plan.

92.27 Plan Supplement: All documents included in the Plan Supplement are
incorporated into and are a part of the Plan as if set forth in full in the 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 Plan
that does not constitute the Plan Supplement, such part of the Plan that does not constitute the Plan
Supplement shall control; provided, however, that, with respect to matters governed by the New
GO Bonds Indenture or the CVI Indenture, to the extent that any provisions of the Plan are
inconsistent with the New GO Bonds Indenture or the CVI Indenture, the New GO Bonds
Indenture or the CVI Indenture, as the case may be, shall control.

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Dated: San Juan, Puerto Rico

January 14, 2021

THE COMMONWEALTH OF PUERTO RICO, by

and through the Financial Oversight and
Management Board for Puerto Rico as its
representative

By: /s/ Natalie A. Jaresko

Name: Natalie A. Jaresko
Title: Executive Director

EMPLOYEES RETIREMENT SYSTEM OF THE

GOVERNMENT OF THE COMMONWEALTH
OF PUERTO RICO, by and through the Financial
Oversight and Management Board for Puerto Rico
as its representative

By: /s/ Natalie A. Jaresko

Name: Natalie A. Jaresko
Title: Executive Director

PUERTO RICO PUBLIC BUILDINGS

AUTHORITY, by and through the Financial
Oversight and Management Board for Puerto Rico
as its representative

By: /s/ Natalie A. Jaresko

Name: Natalie A. Jaresko
Title: Executive Director

181
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Exhibit A - Plan Page 209 of 305

EXHIBIT A

SCHEDULE OF AVOIDANCE ACTIONS

A-1
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Exhibit A - Plan Page 210 of 305
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Exhibit A - Plan Page 211 of 305

L.L.A.C., INC. Adversary 19‐00122

LAW OFFICES WOLF POPPER, INC Adversary 19‐00236
MACAM S.E. Adversary 19‐00255
MANAGEMENT, CONSULTANT & COMPUTER SERV Adversary 19‐00081
MANPOWER Adversary 19‐00088
MERCK SHARP & DOHME Adversary 19‐00276

A-3
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Exhibit A - Plan Page 212 of 305
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Exhibit A - Plan Page 213 of 305

EXHIBIT B

SCHEDULE OF AFFIRMATIVE RECOVERY ACTIONS

Special Claims Committee v. Barclays Capital, et al., Adv. Proc. No. 19-00280-LTS, currently
pending in the Title III Court

B-1
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Exhibit A - Plan Page 214 of 305

EXHIBIT C

SCHEDULE OF INVALIDITY ACTIONS

C-1
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Exhibit A - Plan Page 215 of 305

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

C-2
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Exhibit A - Plan Page 216 of 305

EXHIBIT D

SCHEDULE OF LIEN CHALLENGE ACTIONS

D-1
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Exhibit A - Plan Page 217 of 305

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

D-2
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Exhibit A - Plan Page 218 of 305

EXHIBIT E

MODIFICATIONS TO JRS PENSION BENEFITS

E-1
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Exhibit A - Plan Page 219 of 305
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Exhibit A - Plan Page 220 of 305
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Exhibit A - Plan Page 221 of 305
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Exhibit A - Plan Page 222 of 305
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Exhibit A - Plan Page 223 of 305
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Exhibit A - Plan Page 224 of 305
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Exhibit A - Plan Page 225 of 305
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Exhibit A - Plan Page 226 of 305

EXHIBIT F-1

MODIFICATIONS TO TRS PENSION BENEFITS

(WITHOUT AMPR PSA)

F-1
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Exhibit A - Plan Page 227 of 305
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Exhibit A - Plan Page 228 of 305
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Exhibit A - Plan Page 229 of 305
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Exhibit A - Plan Page 230 of 305
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Exhibit A - Plan Page 231 of 305

EXHIBIT F-2

SUMMARY OF SUPPLEMENTAL MODIFICATIONS TO TRS PENSION BENEFITS

AND COLLECTIVE BARGANING AGREEMENT WITH AMPR PSA

F-5
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Exhibit A - Plan Page 232 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 233 of 305
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Exhibit A - Plan Page 234 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 235 of 305
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Exhibit A - Plan Page 236 of 305

APPENDIX II

F-10
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Exhibit A - Plan Page 237 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 238 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 239 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 240 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 241 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 242 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 243 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 244 of 305

APPENDIX III

F-18
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Exhibit A - Plan Page 245 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 246 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 247 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 248 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 249 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 250 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 251 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 252 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 253 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 254 of 305

EXHIBIT G

SUMMARY TERMS OF AFSCME COLLECTIVE BARGAINING AGREEMENT

G-1
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Exhibit A - Plan Page 255 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 256 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 257 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 258 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 259 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 260 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 261 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 262 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 263 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 264 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 265 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 266 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 267 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 268 of 305

APPENDIX I

G-15
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Exhibit A - Plan Page 269 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 270 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 271 of 305

APPENDIX II

G-18
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Exhibit A - Plan Page 272 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 273 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 274 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 275 of 305
EXHIBIT H

SCHEDULE OF MED CENTER CLAIMS

H-1
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Exhibit A - Plan Page 276 of 305
Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 277 of 305

EXHIBIT I

SCHEDULE OF CASH FLOWS OF NEW GO BONDS

I-1
 Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 278 of 305
Tax-Exempt and Taxable Current Interest Bonds Debt Service

Tax-Exempt Annual Debt Service Cash Flows Taxable Annual Debt Service Cash Flows Aggregate Annual Debt Service Cash Flows
Fiscal
Year Total Total Total
(7/1) Principal Interest Debt Service Principal Interest Debt Service Principal Interest Debt Service
Total $5,861,055,000 $2,465,605,650 $8,326,660,650 $822,260,000 $698,096,750 $1,520,356,750 $6,683,315,000 $3,163,702,400 $9,847,017,400
2022 $372,660,000 $270,505,300 $643,165,300 $41,113,000 $41,113,000 $372,660,000 $311,618,300 $684,278,300
2023 372,390,000 251,872,300 624,262,300 41,113,000 41,113,000 372,390,000 292,985,300 665,375,300
2024 371,350,000 233,252,800 604,602,800 41,113,000 41,113,000 371,350,000 274,365,800 645,715,800
2025 369,470,000 214,685,300 584,155,300 41,113,000 41,113,000 369,470,000 255,798,300 625,268,300
2026 366,675,000 196,211,800 562,886,800 41,113,000 41,113,000 366,675,000 237,324,800 603,999,800
2027 362,890,000 177,878,050 540,768,050 41,113,000 41,113,000 362,890,000 218,991,050 581,881,050
2028 358,030,000 159,733,550 517,763,550 41,113,000 41,113,000 358,030,000 200,846,550 558,876,550
2029 352,010,000 141,832,050 493,842,050 41,113,000 41,113,000 352,010,000 182,945,050 534,955,050
2030 344,740,000 124,231,550 468,971,550 41,113,000 41,113,000 344,740,000 165,344,550 510,084,550
2031 336,095,000 106,994,550 443,089,550 41,113,000 41,113,000 336,095,000 148,107,550 484,202,550
2032 325,990,000 90,189,800 416,179,800 41,113,000 41,113,000 325,990,000 131,302,800 457,292,800
2033 311,050,000 77,150,200 388,200,200 41,113,000 41,113,000 311,050,000 118,263,200 429,313,200
2034 294,385,000 64,708,200 359,093,200 41,113,000 41,113,000 294,385,000 105,821,200 400,206,200
2035 154,195,000 52,932,800 207,127,800 $121,695,000 41,113,000 162,808,000 275,890,000 94,045,800 369,935,800
2036 137,290,000 46,765,000 184,055,000 118,735,000 35,028,250 153,763,250 256,025,000 81,793,250 337,818,250
2037 118,370,000 41,273,400 159,643,400 115,625,000 29,091,500 144,716,500 233,995,000 70,364,900 304,359,900
2038 97,300,000 36,538,600 133,838,600 112,360,000 23,310,250 135,670,250 209,660,000 59,848,850 269,508,850
2039 64,880,000 32,646,600 97,526,600 117,980,000 17,692,250 135,672,250 182,860,000 50,338,850 233,198,850
2040 29,640,000 30,051,400 59,691,400 123,880,000 11,793,250 135,673,250 153,520,000 41,844,650 195,364,650
2041 12,780,000 28,865,800 41,645,800 111,985,000 5,599,250 117,584,250 124,765,000 34,465,050 159,230,050
2042 130,875,000 28,354,600 159,229,600 130,875,000 28,354,600 159,229,600
2043 136,110,000 23,119,600 159,229,600 136,110,000 23,119,600 159,229,600
2044 141,555,000 17,675,200 159,230,200 141,555,000 17,675,200 159,230,200
2045 147,220,000 12,013,000 159,233,000 147,220,000 12,013,000 159,233,000
2046 153,105,000 6,124,200 159,229,200 153,105,000 6,124,200 159,229,200
*Deemed Issuance Date is 7/1/2021.

I-2
 Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 279 of 305
Detail on Tax-Exempt Current Interest Bonds
Detailed Summary of Tax-Exempt Term Bonds Tax-Exempt Annual Debt Service Cash Flows
Fiscal Mandatory 1st Fiscal
Year Term Sinking Fund Term Call Year Total
(7/1) Maturity Maturity Amortization Principal Coupon Date** (7/1) Principal Interest Debt Service
Total $5,861,055,000 $5,861,055,000 $5,861,055,000 $2,465,605,650 $8,326,660,650
2022 7/1/22 2023 $372,660,000 5.000% 2022 $372,660,000 $270,505,300 $643,165,300
2023 7/1/23 2023 372,390,000 $745,050,000 5.000% 2023 372,390,000 251,872,300 624,262,300
2024 7/1/24 2025 371,350,000 5.000% 2024 371,350,000 233,252,800 604,602,800
2025 7/1/25 2025 369,470,000 $740,820,000 5.000% 2025 369,470,000 214,685,300 584,155,300
2026 7/1/26 2027 366,675,000 5.000% 2026 366,675,000 196,211,800 562,886,800
2027 7/1/27 2027 362,890,000 $729,565,000 5.000% 2027 362,890,000 177,878,050 540,768,050
2028 7/1/28 2029 358,030,000 5.000% 2028 358,030,000 159,733,550 517,763,550
2029 7/1/29 2029 352,010,000 $710,040,000 5.000% 2029 352,010,000 141,832,050 493,842,050
2030 7/1/30 2031 344,740,000 5.000% 2030 344,740,000 124,231,550 468,971,550
2031 7/1/31 2031 336,095,000 $680,835,000 5.000% 2031 336,095,000 106,994,550 443,089,550
2032 7/1/32 2033 325,990,000 4.000% 7/1/31 2032 325,990,000 90,189,800 416,179,800
2033 7/1/33 2033 311,050,000 $637,040,000 4.000% 7/1/31 2033 311,050,000 77,150,200 388,200,200
2034 7/1/34 2035 294,385,000 4.000% 7/1/31 2034 294,385,000 64,708,200 359,093,200
2035 7/1/35 2035 154,195,000 $448,580,000 4.000% 7/1/31 2035 154,195,000 52,932,800 207,127,800
2036 7/1/36 2037 137,290,000 4.000% 7/1/31 2036 137,290,000 46,765,000 184,055,000
2037 7/1/37 2037 118,370,000 $255,660,000 4.000% 7/1/31 2037 118,370,000 41,273,400 159,643,400
2038 7/1/38 2041 97,300,000 4.000% 7/1/31 2038 97,300,000 36,538,600 133,838,600
2039 7/1/39 2041 64,880,000 4.000% 7/1/31 2039 64,880,000 32,646,600 97,526,600
2040 7/1/40 2041 29,640,000 4.000% 7/1/31 2040 29,640,000 30,051,400 59,691,400
2041 7/1/41 2041 12,780,000 $204,600,000 4.000% 7/1/31 2041 12,780,000 28,865,800 41,645,800
2042 7/1/42 2046 130,875,000 4.000% 7/1/31 2042 130,875,000 28,354,600 159,229,600
2043 7/1/43 2046 136,110,000 4.000% 7/1/31 2043 136,110,000 23,119,600 159,229,600
2044 7/1/44 2046 141,555,000 4.000% 7/1/31 2044 141,555,000 17,675,200 159,230,200
2045 7/1/45 2046 147,220,000 4.000% 7/1/31 2045 147,220,000 12,013,000 159,233,000
2046 7/1/46 2046 153,105,000 $708,865,000 4.000% 7/1/31 2046 153,105,000 6,124,200 159,229,200
*Deemed Issuance Date is 7/1/2021.
**Callable on 7/1/2031 @ 103; Callable on 7/1/2032 @ 102; Callable on 7/1/2033 @ 101; Callable on 7/1/2034 @ 100

I-3
 Case:17-03283-LTS Doc#:19813-1 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit A - Plan Page 280 of 305
Detail on Taxable Current Interest Bonds
Detailed Summary of Taxable Term Bonds Taxable Annual Debt Service Cash Flows
Fiscal Mandatory 1st Fiscal
Year Term Sinking Fund Term Call Year Total
(7/1) Maturity Maturity Amortization Principal Coupon Date** (7/1) Principal Interest Debt Service
Total $822,260,000 $822,260,000 $822,260,000 $698,096,750 $1,520,356,750
2022 7/1/22 2022 $41,113,000 $41,113,000
2023 7/1/23 2023 41,113,000 41,113,000
2024 7/1/24 2024 41,113,000 41,113,000
2025 7/1/25 2025 41,113,000 41,113,000
2026 7/1/26 2026 41,113,000 41,113,000
2027 7/1/27 2027 41,113,000 41,113,000
2028 7/1/28 2028 41,113,000 41,113,000
2029 7/1/29 2029 41,113,000 41,113,000
2030 7/1/30 2030 41,113,000 41,113,000
2031 7/1/31 2031 41,113,000 41,113,000
2032 7/1/32 2032 41,113,000 41,113,000
2033 7/1/33 2033 41,113,000 41,113,000
2034 7/1/34 2034 41,113,000 41,113,000
2035 7/1/35 2041 $121,695,000 5.000% 7/1/31 2035 $121,695,000 41,113,000 162,808,000
2036 7/1/36 2041 118,735,000 5.000% 7/1/31 2036 118,735,000 35,028,250 153,763,250
2037 7/1/37 2041 115,625,000 5.000% 7/1/31 2037 115,625,000 29,091,500 144,716,500
2038 7/1/38 2041 112,360,000 5.000% 7/1/31 2038 112,360,000 23,310,250 135,670,250
2039 7/1/39 2041 117,980,000 5.000% 7/1/31 2039 117,980,000 17,692,250 135,672,250
2040 7/1/40 2041 123,880,000 5.000% 7/1/31 2040 123,880,000 11,793,250 135,673,250
2041 7/1/41 2041 111,985,000 $822,260,000 5.000% 7/1/31 2041 111,985,000 5,599,250 117,584,250
*Deemed Issuance Date is 7/1/2021.
**Callable on 7/1/2031 @ 103; Callable on 7/1/2032 @ 102; Callable on 7/1/2033 @ 101; Callable on 7/1/2034 @ 100

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Capital Appreciation Bonds: 5.000% July 1, 2024 Maturity
Initial Accreted Value at each Maturity
Date Principal Redemption Date (2) Value (3)
7/1/22 $100,862,061.30 $105,968,971.50 $116,970,000.00
7/1/23 96,003,057.15 105,969,766.35 111,335,000.00
7/1/24 (1) 91,376,871.30 105,970,000.00 105,970,000.00
Total $288,241,989.75 $317,908,737.85 $334,275,000.00

(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.

Capital Appreciation Bonds: 5.375% July 1, 2033 Maturity*

Initial Accreted Value at each Maturity
Date Principal Redemption Date (2) Value (3)
7/1/29 $98,129,013.00 $149,997,523.50 $185,450,000.00
7/1/30 93,059,851.80 149,997,764.30 175,870,000.00
7/1/31 88,252,614.90 149,998,089.75 166,785,000.00
7/1/32 83,694,073.80 149,998,937.80 158,170,000.00
7/1/33 (1) 79,371,000.00 150,000,000.00 150,000,000.00
Total $442,506,553.50 $749,992,315.35 $836,275,000.00

(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.
*Callable on 7/1/2031 and thereafter at accreted value.

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EXHIBIT J

DESCRIPTION OF CVI TERMS AND WATERFALL PROVISIONS

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Exhibit A - Plan Page 286 of 305
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Exhibit A - Plan Page 287 of 305

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Exhibit A - Plan Page 289 of 305
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Exhibit A - Plan Page 290 of 305
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Exhibit A - Plan Page 291 of 305
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ANNEX 5: 5.5% SUT BASELINE7

($ USD)

5.5% SUT Baseline

Fiscal Year Amount Fiscal Year Amount

2022 $1,282,901,069.30 2037 $1,452,657,050.02
2023 1,279,617,661.88 2038 1,477,755,111.63
2024 1,301,220,703.34 2039 1,495,355,971.13
2025 1,315,295,083.41 2040 1,518,089,898.19
2026 1,345,037,783.09 2041 1,541,405,892.18
2027 1,377,398,882.61 2042 1,565,457,864.38
2028 1,403,141,426.98 2043 1,590,148,747.39
2029 1,414,785,980.78 2044 1,616,252,365.93
2030 1,427,393,695.32 2045 1,642,150,220.79
2031 1,437,998,166.98 2046 1,668,748,988.64
2032 1,447,406,781.79 2047 1,696,060,240.60
2033 1,428,210,572.57 2048 1,724,082,302.73
2034 1,426,102,595.91 2049 1,752,859,808.94
2035 1,429,798,842.15 2050⁽⁴⁾ 1,781,536,796.27
2036 1,438,540,327.00 2051⁽⁴⁾ 1,810,682,942.40

7
May 2020 Fiscal Plan contains projections through FY2049. FY2050 and FY2051 baseline calculated using FY2049 projections and the average growth rate from FY2045-FY2049.

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EXHIBIT K

SCHEDULE OF PREEMPTED STATUTES

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List of Main Statutes Preempted by PROMESA9

I. Commonwealth good faith and credit pledge statutes

A. General Obligation Bonds
1. Act 2 approved October 10, 1985.
2. Act 1 approved June 26, 1987, as amended.
3. Act 34 approved March 4, 2014.
4. Act 79 approved June 1, 2011.
5. Act 243 approved August 9, 2008.
6. Act 43 approved August 1, 2005, as amended.
7. Act 216 approved August 19, 2004.
8. Act 100 approved July 12, 2002, as amended.
9. Act 161 approved July 5, 2003.
10. Act 149 approved August 9, 2002, as amended.
11. Joint Resolution No. 57 approved July 12, 1993.
12. Act 54 approved July 6, 2001.
13. Act 118 approved July 13, 2000.
14. Act 153 approved July 16, 1999.
15. Act 219 approved August 9, 1998.
16. Act 81 approved August 14, 1997.
17. Act 119 approved August 9, 1995.
18. Act 46 approved July 28, 1994.
19. Act 39 approved May 13, 1976, as amended.
20. Act 83 approved August 30, 1991.10

B. General Obligation Loans

1. GSA Police Helicopters Loan – Joint Resolution No. 99-2013 approved
December 9, 2013.
2. GDB Loans to the Commonwealth
1. Joint Resolution No. 104 approved December 13, 2013. [$15
million line of credit for the Legislature’s Capitol District.]
2. Joint Resolution No. 96 approved November 27, 2013. [$30
million line of credit].

C. Commonwealth Guaranty – Public Buildings Authority Bonds

1. Act 17 approved April 11, 1968, as amended.

D. Commonwealth Guaranty – APLA

1. Act 409 approved September 22, 2004.

E. Commonwealth Guaranty – PRIFA-BANs

1. Act 1 approved January 1, 2015.

F. [Commonwealth Guaranty – PRASA

9
Any statute providing for an appropriation not included in the budget certified by the FOMB is preempted.
10
For the avoidance of doubt, the statute’s provisions regarding collection of the tax are not preempted.

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1. Act 45 approved July 28, 1994.]

II. Statutes appropriating Commonwealth revenues

A. HTA
1. Act 9 approved August 12, 1982; 9 L.P.R.A. § 2021 [motor vehicle
license fees]
2. 13 L.P.R.A. § 31751(a)(1). [gas oil, diesel oil and petroleum products.]
3. 13 L.P.R.A. § 31751(a)(3). [cigarette tax]
B. PRIFA
1. Act 44 approved June 21, 1988, as amended; 3 L.P.R.A. § 1914. [rum
cover over]
C. PRIFA BANs
1. Act 1 approved January 1, 2015; 13 L.P.R.A. § 31751a(a). [petroleum
products]
D. MBA
1. 13 L.P.R.A. § 31751(a)(4). [cigarette tax]
E. PRITA
1. 13 L.P.R.A. § 31751(a)(5). [cigarette tax]

F. CCDA
1. 13 L.P.R.A. § 2271v(a). [hotel room tax]
G. Act 147 enacted June 18, 1980, as amended
1. 23 L.P.R.A. § 104.11 [judiciary appropriation]
H. UPR
1. 18 L.P.R.A. § 621-1.12
I. Act 83 approved August 30, 1991, as amended13
1. 21 L.P.R.A. §§ 5002, 5004, 5006, 5815.14
J. Act 221 approved May 15, 1948, as amended
1. 15 L.P.R.A. § 74(d).15
K. Act 18 approved January 24, 2014, as amended
1. 21 L.P.R.A. § 6742.16
L. Act 41 approved July 22, 2011, as amended
1. 12 L.P.R.A. §8105

11
In Fiscal Year 2019, appropriations under 23 L.P.R.A. § 104 would amount to more than $250 million, if not
preempted.
12
In Fiscal Year 2019, appropriations under 18 L.P.R.A. § 621-1 would amount to more than $750 million, if not
preempted.
13
For the avoidance of doubt, the statute’s provisions regarding collection of the tax are not preempted.
14
In Fiscal Year 2019, appropriations under 21 L.P.R.A. §§ 5002, 5004 would amount to more than $100 million, if
not preempted. In Fiscal Year 2019, appropriations under 21 L.P.R.A. §§ 5006, 5815 would amount to more than
$200 million, if not preempted.
15
In Fiscal Year 2019, appropriations under 15 L.P.R.A. § 74(d) would amount to more than $250 million, if not
preempted.
16
In Fiscal Year 2019, appropriations under 21 L.P.R.A. § 6742 would amount to more than $120 million, if not
preempted.

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III. TRS and JRS Statutes

A. Act 106 approved August 23, 2017
B. Act 160 approved December 24, 2013
C. Act 91 of March 24, 2004
D. Act 12 approved October 19, 1954
E. Act 162 approved December 24, 2013

IV. Article VI of the Puerto Rico Constitution

A. Whether the rights provided by Article VI, Sections 6 and 8 of the Puerto Rico
Constitution to General Obligation bonds and Commonwealth-guaranteed bonds
or indebtedness restructured pursuant to the Plan are Preempted by PROMESA is
settled by the treatment of such bonds and indebtedness pursuant to the provisions
of the Plan. Nothing in the Plan affects or determines whether Article VI,
Sections 6 and 8 of the Puerto Rico Constitution is preempted for any future
purpose.

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EXHIBIT M

DESCRIPTION OF RUM TAX CVI ANNUAL PAYMENT TERMS

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ANNEX 1: OUTPERFORMANCE METRIC

($ in USD)
O utpe rformance Metric
Fiscal Ye ar Amount Fiscal Ye ar Amount
2022 $208,569,215.76 2037 $208,781,748.91
2023 200,354,469.05 2038 209,289,240.57
2024 201,031,406.80 2039 209,788,269.00
2025 201,692,902.40 2040 210,278,694.61
2026 202,348,675.07 2041 210,749,432.35
2027 202,998,555.87 2042 211,211,199.81
2028 203,632,157.16 2043 211,674,906.69
2029 204,259,404.03 2044 212,129,474.13
2030 204,869,786.20 2045 212,574,772.82
2031 205,473,363.12 2046 213,021,852.71
2032 206,059,507.07 2047 213,459,499.22
2033 206,627,882.49 2048 213,898,852.55
2034 207,188,744.83 2049 214,339,919.35
2035 207,731,302.94 2050 214,782,706.32
2036 208,265,935.46 2051 215,227,220.15

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ANNEX 2: RUM TAX WATERFALL17

($ in USD millions)
Fiscal Year Item 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036
Total Proje cted Rum Tax A $383 $341 $344 $346 $348 $350 $353 $355 $357 $359 $361 $363 $365 $367 $369
General Fund B (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117)
Remaining $266 $224 $227 $229 $231 $233 $236 $238 $240 $242 $244 $246 $248 $250 $252
Science and T echnology T rust C (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5)
Remaining $261 $219 $222 $224 $226 $228 $231 $233 $235 $237 $239 $241 $243 $245 $247
Incentive Pay. to Rum Producers D (120) (101) (102) (103) (104) (105) (106) (107) (108) (109) (110) (111) (112) (113) (113)
Incentive % 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46%
Remaining $141 $118 $120 $121 $122 $123 $125 $126 $127 $128 $129 $130 $131 $132 $133
General Fund E (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48)
Remaining $93 $70 $72 $73 $74 $75 $77 $78 $79 $80 $81 $82 $83 $84 $85
Conservation T rust F (8) – – – – – – – – – – – – – –
Remaining $86 $70 $72 $73 $74 $75 $77 $78 $79 $80 $81 $82 $83 $84 $85
PRIDCO G (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5)
Remaining $81 $65 $67 $68 $69 $70 $72 $73 $74 $75 $76 $77 $78 $79 $80
Rum Producers H (37) (30) (31) (31) (32) (32) (33) (33) (34) (34) (35) (35) (36) (36) (37)
Incentive % 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46%
Remaining $44 $35 $36 $37 $37 $38 $39 $39 $40 $40 $41 $42 $42 $43 $43
General Fund I (44) (35) (36) (37) (37) (38) (39) (39) (40) (40) (41) (42) (42) (43) (43)
Remaining $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
O utperformance Metric $209 $200 $201 $202 $202 $203 $204 $204 $205 $205 $206 $207 $207 $208 $208

Fiscal Year Item 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051
Total Proje cted Rum Tax A $370 $372 $374 $375 $377 $379 $380 $382 $383 $385 $386 $388 $389 $391 $392
General Fund B (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117) (117)
Remaining $253 $255 $257 $258 $260 $262 $263 $265 $266 $268 $269 $271 $272 $274 $275
Science and T echnology T rust C (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5)
Remaining $248 $250 $252 $253 $255 $257 $258 $260 $261 $263 $264 $266 $267 $269 $270
Incentive Pay. to Rum Producers D (114) (115) (116) (117) (117) (118) (119) (119) (120) (121) (122) (122) (123) (124) (124)
Incentive % 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46%
Remaining $134 $135 $136 $137 $138 $139 $139 $140 $141 $142 $143 $144 $144 $145 $146
General Fund E (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48) (48)
Remaining $86 $87 $88 $89 $90 $91 $91 $92 $93 $94 $95 $96 $96 $97 $98
Conservation T rust F – – – – – – – – – – – – – – –
Remaining $86 $87 $88 $89 $90 $91 $91 $92 $93 $94 $95 $96 $96 $97 $98
PRIDCO G (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5) (5)
Remaining $81 $82 $83 $84 $85 $86 $86 $87 $88 $89 $90 $91 $91 $92 $93
Rum Producers H (37) (38) (38) (39) (39) (39) (40) (40) (41) (41) (41) (42) (42) (42) (43)
Incentive % 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46% 46%
Remaining $44 $44 $45 $45 $46 $46 $47 $47 $48 $48 $48 $49 $49 $50 $50
General Fund I (44) (44) (45) (45) (46) (46) (47) (47) (48) (48) (48) (49) (49) (50) (50)
Remaining $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
O utperformance Metric $209 $209 $210 $210 $211 $211 $212 $212 $213 $213 $213 $214 $214 $215 $215

17
For the avoidance of doubt, to the extent the Supplemental Cover Over is extended, payments to annual Conservation Trust will be calculated as set forth in
section 1(l) above.

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Exhibit B

Form of Notice

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IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND PROMESA

MANAGEMENT BOARD FOR PUERTO RICO, Title III

as representative of No. 17 BK 3283-LTS

THE COMMONWEALTH OF PUERTO RICO, THE (Jointly Administered)

EMPLOYEES RETIREMENT SYSTEM OF THE
GOVERNMENT OF THE COMMONWEALTH OF
PUERTO RICO, AND THE PUERTO RICO PUBLIC
BUILDINGS AUTHORITY,

Debtors.1

NOTICE OF (A) ENTRY OF ORDER CONFIRMING

MODIFIED EIGHTH AMENDED TITLE III PLAN OF ADJUSTMENT OF
THE COMMONWEALTH OF PUERTO RICO, ET AL. PURSUANT TO
TITLE III OF PROMESA AND (B) OCCURRENCE OF THE EFFECTIVE DATE

TO CREDITORS AND OTHER PARTIES IN INTEREST:

PLEASE TAKE NOTICE that, pursuant to an order, dated _____________ [ECF No.
____] (the “Confirmation Order”), the Modified Eighth Amended Title III Plan of Adjustment of
the Commonwealth of Puerto Rico, et al., dated January 14, 2022 (as amended, supplemented, or
modified, the “Plan”), was confirmed by the United States District Court for the District of Puerto
Rico (the “Court”). Unless otherwise defined in this Notice, capitalized terms used herein shall
have the meanings ascribed to them in the Plan and the Confirmation Order.

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).

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PLEASE TAKE FURTHER NOTICE that the Effective Date of the Plan occurred on
__________________ and the Plan was substantially consummated.

PLEASE TAKE FURTHER NOTICE that any party in interest wishing to obtain copies of
the Confirmation Order, the Plan, and related documents should contact Prime Clerk LLC, by
telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for
international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish
available), or by email at puertoricoballots@primeclerk.com, or may view such documents by
accessing either https://cases.primeclerk.com/puertorico/ or the Court’s website,
https://www.prd.uscourts.gov/. Please note that a Public Access to Court Electronic Records
(“PACER”) (http://www.pacer.psc.uscourts.gov) password and login are needed to access
documents on the Court’s website.

PLEASE TAKE FURTHER NOTICE that, pursuant to Section 1.51 and Article III of the
Plan and decretal paragraph 44 of the Confirmation Order, the deadline for filing proofs of or
requests for payment of Administrative Expense Claims (“Administrative Expense Requests”) is
[____], 2022; provided, however, that no proof of Administrative Expense Claim shall be required
to be filed if such Administrative Expense Claim (a) shall have been incurred (i) in accordance
with an order of the Court or (ii) with the written consent of the applicable Government Parties
expressly granting such Administrative Expense Claim, (b) is a Professional Claim, (c) is an
intergovernmental Claim, (d) is an Administrative Expense Claim of the IRS for the payment of
taxes incurred by any of the Debtors during the period from and after the Commonwealth Petition
Date, the ERS Petition Date or the PBA Petition Date, as applicable, (e) relates to actions occurring
from and after the respective Debtor’s petition date, (f) relates to a Claim that is subject to the
provisions of the ACR Order, including, without limitation, “grievance claims” relating to any of
the Debtor’s collective bargaining agreements, or (g) is the subject of a pending motion seeking
allowance of any administrative expense pursuant to Bankruptcy Code section 503(b) as of the
entry of the Confirmation Order; and, provided, further, that any such proof of Administrative
Expense Claim by a governmental unit shall remain subject to the rights and interests of the
Debtors and Reorganized Debtors, as the case may be, and any other party in interest to interpose
an objection or other defense to the allowance or payment thereof.

PLEASE TAKE FURTHER NOTICE that, all Administrative Expense Requests should be
sent to the following:

[_____]

Administrative Expense Requests will be deemed timely filed only if actually received by Prime
Clerk by 5:00 p.m. (prevailing Atlantic Time) on [___], 2022 (the “Administrative Deadline”).
The Administrative Expense Requests may not be delivered by facsimile, telecopy, or electronic
mail transmission.

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

Administrative Expense Request pursuant to Section 1.51 and Article III of the Plan and
decretal paragraph 44 of the Confirmation Order and fail to do so by the Administrative
Deadline, you will be forever barred, estopped, and enjoined from asserting such
Administrative Expense Claim (and from filing an Administrative Expense Request with

2
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Exhibit B - Form of Notice Page 4 of 5

respect to such Administrative Expense Claim) against the Debtors and their property, and
the Debtors and Reorganized Debtors will be forever discharged from any and all
indebtedness or liability with respect to such Administrative Expense Claim.

PLEASE TAKE FURTHER NOTICE that, pursuant to Section 76.6 of the Plan and
decretal paragraph 31 of the Confirmation Order, if the rejection of an Executory Contract and
Unexpired Lease by the Debtors 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 Debtors, or their properties or agents,
successors, or assigns, including, without limitation, the Reorganized Debtors, unless a proof of
Claim is filed with the Court on or before thirty (30) days after the later to occur of (i)
the Effective Date, and (ii) the date of entry of an order by the Court authorizing rejection of a
particular Executory Contract and Unexpired Lease.

PLEASE TAKE FURTHER NOTICE that the Confirmation Order is a full, final, and
complete order, intended to be, conclusive and binding upon all parties in interest, is not intended
to be subject to collateral attack in any other forum, and may only be challenged in accordance
with applicable rules in the Court and appealed as provided in PROMESA and other applicable
federal laws, rules and jurisprudence, by (i) the Debtors, (ii) the Reorganized Debtors, (iii) the
Commonwealth and its instrumentalities, (iv) each Entity asserting claims or other rights against
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 Debtors 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 Plan and, if impaired, whether or not such Entity
accepted the Plan, (v) any other Entity, and (vi) each of the foregoing’s respective heirs,
successors, assigns, trustees, executors, administrators, officers, directors, agents, representatives,
attorneys, beneficiaries or guardians; provided, however, that the compromises and settlements set
forth in the Plan and the Confirmation Order with respect to the priority of the New GO Bonds
and the CVIs under PROMESA, the Commonwealth Constitution, or other applicable law shall
not be binding on any party in interest (including any successor to the Oversight Board) in a
subsequent Title III (or other insolvency) proceeding.

Dated: /s/
San Juan, Puerto Rico
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

3
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Exhibit B - Form of Notice Page 5 of 5

Attorneys for the Financial Oversight and

Management Board as representative for the
Debtors

/s/

Hermann D. Bauer
USDC No. 215205
O’NEILL & BORGES LLC
250 Muñoz Rivera Ave., Suite 800
San Juan, PR 00918-1813
Tel: (787) 764-8181
Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and

Management Board as representative for the
Debtors

4
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Exhibit C- Preempted Laws Page 1 of 4

Exhibit C

Preempted Laws

C-1
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Exhibit C- Preempted Laws Page 2 of 4

List of Main Statutes Preempted by PROMESA8

I. Commonwealth good faith and credit pledge statutes

A. General Obligation Bonds
1. Act 2 approved October 10, 1985.
2. Act 1 approved June 26, 1987, as amended.
3. Act 34 approved March 4, 2014.
4. Act 79 approved June 1, 2011.
5. Act 243 approved August 9, 2008.
6. Act 43 approved August 1, 2005, as amended.
7. Act 216 approved August 19, 2004.
8. Act 100 approved July 12, 2002, as amended.
9. Act 161 approved July 5, 2003.
10. Act 149 approved August 9, 2002, as amended.
11. Joint Resolution No. 57 approved July 12, 1993.
12. Act 54 approved July 6, 2001.
13. Act 118 approved July 13, 2000.
14. Act 153 approved July 16, 1999.
15. Act 219 approved August 9, 1998.
16. Act 81 approved August 14, 1997.
17. Act 119 approved August 9, 1995.
18. Act 46 approved July 28, 1994.
19. Act 39 approved May 13, 1976, as amended.
20. Act 83 approved August 30, 1991.9

B. General Obligation Loans

1. GSA Police Helicopters Loan – Joint Resolution No. 99-2013 approved
December 9, 2013.
2. GDB Loans to the Commonwealth
1. Joint Resolution No. 104 approved December 13, 2013. [$15
million line of credit for the Legislature’s Capitol District.]
2. Joint Resolution No. 96 approved November 27, 2013. [$30
million line of credit].

C. Commonwealth Guaranty – Public Buildings Authority Bonds

1. Act 17 approved April 11, 1968, as amended.

D. Commonwealth Guaranty – APLA

1. Act 409 approved September 22, 2004.

E. Commonwealth Guaranty – PRIFA-BANs

1. Act 1 approved January 1, 2015.

8
Any statute providing for an appropriation not included in the budget certified by the FOMB is preempted.
9
For the avoidance of doubt, the statute’s provisions regarding collection of the tax are not preempted.

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Exhibit C- Preempted Laws Page 3 of 4

F. [Commonwealth Guaranty – PRASA

1. Act 45 approved July 28, 1994.]

II. Statutes appropriating Commonwealth revenues

A. HTA
1. Act 9 approved August 12, 1982; 9 L.P.R.A. § 2021; 9 L.P.R.A. § 5681
[motor vehicle license fees]
2. 13 L.P.R.A. § 31751(a)(1). [gas oil, diesel oil and petroleum products.]
3. 13 L.P.R.A. § 31751(a)(3). [cigarette tax]
B. PRIFA
1. Act 44 approved June 21, 1988, as amended; 3 L.P.R.A. § 1914. [rum
cover over]
C. PRIFA BANs
1. Act 1 approved January 1, 2015; 13 L.P.R.A. § 31751a(a). [petroleum
products]
D. MBA
1. 13 L.P.R.A. § 31751(a)(4). [cigarette tax]
E. PRITA
1. 13 L.P.R.A. § 31751(a)(5). [cigarette tax]

F. CCDA
1. 13 L.P.R.A. § 2271v(a). [hotel room tax]
G. Act 147 enacted June 18, 1980, as amended
1. 23 L.P.R.A. § 104.10 [judiciary appropriation]
H. UPR
1. 18 L.P.R.A. § 621-1.11
I. Act 83 approved August 30, 1991, as amended12
1. 21 L.P.R.A. §§ 5002, 5004, 5006, 5815.13
J. Act 221 approved May 15, 1948, as amended
1. 15 L.P.R.A. § 74(d).14
K. Act 18 approved January 24, 2014, as amended

10
In Fiscal Year 2019, appropriations under 23 L.P.R.A. § 104 would amount to more than $250 million, if not
preempted.
11
In Fiscal Year 2019, appropriations under 18 L.P.R.A. § 621-1 would amount to more than $750 million, if not
preempted.
12
For the avoidance of doubt, the statute’s provisions regarding collection of the tax are not preempted.
13
In Fiscal Year 2019, appropriations under 21 L.P.R.A. §§ 5002, 5004 would amount to more than $100 million, if
not preempted. In Fiscal Year 2019, appropriations under 21 L.P.R.A. §§ 5006, 5815 would amount to
more than $200 million, if not preempted.
14
In Fiscal Year 2019, appropriations under 15 L.P.R.A. § 74(d) would amount to more than $250 million, if not
preempted.

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Exhibit C- Preempted Laws Page 4 of 4

1. 21 L.P.R.A. § 6742.15
L. Act 41 approved July 22, 2011, as amended
1. 12 L.P.R.A. §8105

III. TRS and JRS Statutes

A. Act 106 approved August 23, 2017
B. Act 160 approved December 24, 2013
C. Act 91 of March 24, 2004
D. Act 12 approved October 19, 1954
E. Act 162 approved December 24, 2013

IV. Article VI of the Puerto Rico Constitution

A. Whether the rights provided by Article VI, Sections 6 and 8 of the Puerto Rico
Constitution to General Obligation bonds and Commonwealth-guaranteed bonds
or indebtedness restructured pursuant to the Plan are preempted by PROMESA is
settled by the treatment of such bonds and indebtedness pursuant to the provisions
of the Plan. Nothing in the Plan affects or determines whether Article VI,
Sections 6 and 8 of the Puerto Rico Constitution is preempted for any future
purpose.

15
In Fiscal Year 2019, appropriations under 21 L.P.R.A. § 6742 would amount to more than $120 million, if not
preempted.

3
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Exhibit D - List of Agencies and Amounts to be Transferred Page 1 of 4

Exhibit D

List of Agencies and Amounts to be Transferred

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Case:17-03283-LTS Doc#:19813-5 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit E - Certification Notice Page 1 of 6

Exhibit E

Certification Notice

E-1
Case:17-03283-LTS Doc#:19813-5 Filed:01/18/22 Entered:01/18/22 15:44:15 Desc:
Exhibit E - Certification Notice Page 2 of 6

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND PROMESA

MANAGEMENT BOARD FOR PUERTO RICO, Title III

as representative of No. 17 BK 3283-LTS

THE COMMONWEALTH OF PUERTO RICO, THE (Jointly Administered)

EMPLOYEES RETIREMENT SYSTEM OF THE
GOVERNMENT OF THE COMMONWEALTH OF
PUERTO RICO, AND THE PUERTO RICO PUBLIC
BUILDINGS AUTHORITY,

Debtors.1

NOTICE OF RETAIL INVESTOR CERTIFICATION

On [____], the United States District Court for the District of Puerto Rico (the “Court”)
entered an order confirming the Modified Eight Amended Title III Plan of Adjustment of the
Commonwealth of Puerto Rico, et al., dated January 14, 2022 (as amended, supplemented, or
modified, the “Plan”).2 The Plan provides for certain distributions to be made to “Retail Investors.”

A “Retail Investor” is an individual who holds [Vintage PBA Bond Claims / 2011 PBA
Bond Claims / 2012 PBA Bond Claims / Vintage CW Bond Claims / 2011 CW Bond Claims
/ 2011 CW Series D/E/PIB Bond Claims / 2012 CW Bond Claims / 2014 CW Bond Claims]
in the aggregate outstanding principal amount of One Million Dollars ($1,000,000.00) or less in
one or more brokerage account(s), trust account(s), custodial account(s), or in separately managed
account(s).

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
Unless otherwise defined in this Notice, capitalized terms used herein shall have the meanings given to them in
the Plan.

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Exhibit E - Certification Notice Page 3 of 6

If you are a “Retail Investor” and did not submit a vote to accept or reject the Plan on or
before 5:00 p.m. (Atlantic Standard Time) on October 18, 2021 (or submitted such vote, which
you timely revoked), you must identify yourself to be eligible to receive the appropriate
distributions as a “Retail Investor” pursuant to the Plan. Instructions to identify yourself and
certify (the “Certification”) that you meet the requirements to be a “Retail Investor” are provided
below.

For the avoidance of doubt, if you submitted a valid vote into ATOP on or before October
18, 2021, and your bonds were subsequently released from ATOP after October 18, 2021 in
accordance with the Disclosure Statement Order, you are not eligible to submit a Certification.

The deadline for your broker or nominee to submit your certification as a Retail Investor
is [ ], 2022 at 6:00 p.m. (Atlantic Standard Time) (the “Certification Deadline”).3 Note
that your broker or nominee may set an earlier deadline to provide it sufficient time to
submit your certification before the Certification Deadline.

The record date to determine holders of [Vintage PBA Bond Claims / 2011 PBA Bond
Claims / 2012 PBA Bond Claims / Vintage CW Bond Claims / 2011 CW Bond Claims / 2011
CW Series D/E/PIB Bond Claims / 2012 CW Bond Claims / 2014 CW Bond Claims] eligible
to receive this Certification Notice and make the Certification is 5:00 p.m. (Atlantic Standard
Time) on October 18, 2021, which coincides with the conclusion of the original voting and
distribution election events for the Plan.

For the avoidance of doubt, if you traded the bonds associated with the [Vintage PBA
Bond Claims / 2011 PBA Bond Claims / 2012 PBA Bond Claims / Vintage CW Bond Claims
/ 2011 CW Bond Claims / 2011 CW Series D/E/PIB Bond Claims / 2012 CW Bond Claims /
2014 CW Bond Claims] after the Certification Record Date, but submit a valid Certification into
ATOP pursuant to these instructions, only you will receive the Retail Support Fee based on the
Certification. Any other entitlement or distribution pursuant to the terms of the Plan will be made
to the holder of such bonds at the time of distribution.

How to Submit a Valid Certification

If you wish to certify that, as of 5:00 p.m. (Atlantic Standard Time) on October 18, 2021, you
were:

an individual who holds [Vintage PBA Bond Claims / 2011 PBA Bond Claims / 2012
PBA Bond Claims / Vintage CW Bond Claims / 2011 CW Bond Claims / 2011 CW
Series D/E/PIB Bond Claims / 2012 CW Bond Claims / 2014 CW Bond Claims] in
the aggregate outstanding principal amount of One Million Dollars ($1,000,000.00) or
less in one or more brokerage account(s), trust account(s), custodial account(s), or in
separately managed account(s)

3
6:00 PM (Atlantic Standard Time) is equivalent to 5:00 PM (Eastern Standard Time).

E-3
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Exhibit E - Certification Notice Page 4 of 6

you must instruct your broker or nominee (each, a “Nominee”) to electronically deliver all of your
aforementioned bonds via the Automated Tender Offer Program (“ATOP”) at The Depository
Trust Company (“DTC”) in accordance with your desire to instruct on the above certification.

If you and/or your Nominee do not electronically deliver your bonds via ATOP (i.e., take no
action), you will be deemed not to be a Retail Investor.

* * * * *

In addition, by delivering your bonds via ATOP, you are certifying that:

1. either (a) your certification is the only certification by you on account of a [Vintage PBA
Bond Claims / 2011 PBA Bond Claims / 2012 PBA Bond Claims / Vintage CW Bond
Claims / 2011 CW Bond Claims / 2011 CW Series D/E/PIB Bond Claims / 2012 CW
Bond Claims / 2014 CW Bond Claims], or (b) in addition to the certification, one or more
additional certifications (“Additional Certifications”) on account of other bonds have
been submitted by one or more Nominees, and you have provided (or coordinated with
your Nominee to provide) the Numerosity Spreadsheet (as defined below) to the Balloting
Agent by the Certification Deadline;

2. you have submitted a Certification for all of your Claims on account of the bonds to which
this Notice pertains and acknowledge that no split Certifications will be permitted;

3. you are the holder of the Claims on account of bonds to which this Notice pertains or is an
authorized signatory of such holder, and has full power and authority to make the
Certification; and

4. your Certification is subject to all the terms and conditions set forth in the Plan, Disclosure
Statement, and Disclosure Statement Order.

No paperwork is required to be delivered to Prime Clerk LLC to effectuate the Certification (except
in the limited circumstance noted below in the section titled “Numerosity Information Request –
Applicable Only for Beneficial Holders Submitting More Than One Instruction Through ATOP”).
The sole means of effectuating this Certification is to (i) validly tender your bonds into the proper
ATOP envelope at DTC, and (ii) make the required certification set forth above, each as described
on DTC’s ATOP system.

THE CERTIFICATION DEADLINE IS

6:00 P.M. (ATLANTIC STANDARD TIME) ON [_____], 2022.4

This date and time is referred to as the “Certification Deadline.”

4
6:00 PM (Atlantic Standard Time) is equivalent to 5:00 PM (Eastern Standard Time).

E-4
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Exhibit E - Certification Notice Page 5 of 6

PLEASE TAKE NOTICE THAT IF YOU TENDER YOUR BONDS THROUGH ATOP,
YOU WILL BE RESTRICTED FROM TRANSFERRING YOUR BONDS THROUGH
THE EFFECTIVE DATE.

YOU MAY REVOKE YOUR CERTIFICATION AND WITHDRAW ANY TENDERED

BONDS AT ANY TIME BEFORE THE CERTIFICATION DEADLINE.

* * * * *

How to Revoke a Valid Certification

You may revoke your Certification and withdraw your bonds tendered through DTC’s ATOP at
any time on or before the Certification Deadline.

If you wish to revoke your Certification, you must instruct your Nominee to revoke your
Certification and withdraw your bonds via ATOP at DTC (which withdrawal will be confirmed by
Prime Clerk LLC once notified by DTC of the withdrawal request). No paperwork is required to
be delivered to Prime Clerk LLC to effectuate the revocation.

If you revoke your Certification any time before the Certification Deadline, you may make a
Certification again at any time before the Certification Deadline, in accordance with the
instructions to submit a valid Certification above.

* * * * *

Numerosity Information Submission

(Applicable Only for Beneficial Holders Submitting More than One Certification Through
ATOP)

Any beneficial holder of [Vintage PBA Bond Claims / 2011 PBA Bond Claims / 2012 PBA
Bond Claims / Vintage CW Bond Claims / 2011 CW Bond Claims / 2011 CW Series D/E/PIB
Bond Claims / 2012 CW Bond Claims / 2014 CW Bond Claims] that holds multiple CUSIPs of
[Vintage PBA Bond Claims / 2011 PBA Bond Claims / 2012 PBA Bond Claims / Vintage CW
Bond Claims / 2011 CW Bond Claims / 2011 CW Series D/E/PIB Bond Claims / 2012 CW
Bond Claims / 2014 CW Bond Claims] and submits more than one certification through one or
more Nominees, MUST submit (or coordinate with your Nominee(s) to submit) a list of all such
ATOP instruction confirmation numbers (also referred to as ATOP voluntary offer instructions or
“VOIs”). The Balloting Agent has made available a template electronic spreadsheet (the
“Numerosity Spreadsheet”) on its website at: https://cases.primeclerk.com/puertorico (click on
the link titled “Numerosity Spreadsheet”).

Please return (or coordinate with your Nominee to return) the Numerosity Spreadsheet to the
Balloting Agent in excel format via email to puertoricoinfo@primeclerk.com. If you anticipate
any difficulty in submitting your Numerosity Spreadsheet in excel format, please contact Prime
Clerk at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international

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Exhibit E - Certification Notice Page 6 of 6

callers) or by e-mail at puertoricoballots@primeclerk.com .

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you
must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT

THE BALLOTING AGENT, PRIME CLERK, LLC, BY TELEPHONE AT (844) 822-9231
(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR
INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC
STANDARD TIME) (SPANISH AVAILABLE), OR BY EMAIL AT
PUERTORICOINFO@PRIMECLERK.COM AND REFERENCE “RETAIL INVESTOR
SOLICITATION” IN THE SUBJECT LINE. PLEASE NOTE THAT PRIME CLERK LLC
IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE.

E-6