Findings of Fact, Conclusions of Law, and Order Confirming the Debtor's Chapter 11 Plan of Reorganization

In re: PHILIPPINE AIRLINES, INC.,

Chapter eleven Case Number twenty-one-one fifteen six nine (SCC)

Debtor.

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) CONFIRMING THE DEBTOR'S CHAPTER ELEVEN PLAN OF REORGANIZATION AND (II) GRANTING RELATED RELIEF

Upon the filing by Philippine Airlines, Inc., as debtor and debtor in possession in the above captioned case (the "Debtor"), of the Chapter eleven Plan of Reorganization of Philippine Airlines, Inc. (as amended or modified in accordance with its terms, the "Plan"), which is attached hereto as Exhibit A; and the Bankruptcy Court previously having entered the Order (A) Approving the Disclosure Statement; (B) Approving Solicitation and Voting Procedures; (C) Approving Forms of Ballots; (D) Scheduling a Confirmation Hearing; and (E) Establishing Notice and Objection Procedures approving the adequacy of the Disclosure Statement and the solicitation procedures with respect to the acceptances and rejections of the Plan; and the Debtor having served the Solicitation Packages, including the Disclosure Statement, on the Holders of Claims and Interests in compliance with the notice requirements and procedures set forth in the Disclosure Statement Order as reflected in the Certificate of Service of Anna McDermott re:

Solicitation Materials Served on November fifteen, twenty twenty-one; and the Debtor having filed the documents comprising the Plan Supplement on December three, twenty twenty-one and an amended Plan Supplement on December ten, twenty twenty-one; and the Bankruptcy Court having found that notice and opportunity for any party in interest to object to confirmation has been adequate and appropriate as to all parties affected by the Plan and the transactions contemplated thereby; and a hearing on confirmation of the Plan having been held on December seventeen, twenty twenty-one (the "Confirmation Hearing"); and the Bankruptcy Court having considered (i) the record of this chapter eleven case (the "Chapter eleven Case") and of the Confirmation Hearing, (ii) the stakeholder support for the Plan evidenced in the Certification of P. Joseph Morrow four with Respect to the Tabulation of Votes on the Chapter eleven Plan of Reorganization of Philippine Airlines, Inc. (the "Voting Certification"), and (iii) the compromises and settlements embodied in and contemplated by the Plan, the briefs filed in connection with the confirmation proceedings, and the arguments made and evidence presented at the Confirmation Hearing; and after due deliberation:

THE BANKRUPTCY COURT HEREBY FINDS AND CONCLUDES:

One. The Bankruptcy Court has jurisdiction over this Chapter eleven Case pursuant to twenty-eight United States Code section one three three four. Confirmation of the Plan is a core proceeding pursuant to twenty-eight United States Code section one five seven (b), and the Bankruptcy Court has jurisdiction to enter a final order (this "Final Order") determining that the Plan complies with the applicable provisions of the Bankruptcy Code and other applicable law and should be approved and confirmed. Venue is proper before the Bankruptcy Court pursuant to twenty-eight United States Code section one four zero eight.

Two. The Debtor is an entity eligible for relief under section one zero nine of the Bankruptcy Code. The Debtor is a proper plan proponent under section one one two one (a) of the Bankruptcy Code.

Three. Pursuant to the Disclosure Statement Order, this Court approved the Disclosure Statement and found, among other things, that the Disclosure Statement contained "adequate information" within the meaning of section one one two five of the Bankruptcy Code and authorized the Debtor to solicit acceptances and rejections of the Plan. Prior to the transmission of the Disclosure Statement, the Debtor did not solicit acceptances of the Plan by any holder of Claims or Interests.

Four. Votes on the Plan were solicited and tabulated fairly, reasonably, in good faith, and in compliance with the Disclosure Statement Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any applicable non-bankruptcy rules, laws, and regulations. The Debtor commenced the Chapter eleven Case with a good faith belief that it was in need of reorganization and that the reorganization contemplated in the Restructuring Support Agreements and the Plan was the best restructuring alternative available to the Debtor. The Debtor, the Reorganized Debtor, the DIP Lenders, the DIP Agent, the Bridge Lender, and their respective Related Parties participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code in the offer, issuance, sale, solicitation, and/or purchase of the Securities offered under the Plan, and therefore are entitled to the protections of section one one two five (e) of the Bankruptcy Code to the full extent provided therein.

Five. The Plan has been proposed in good faith and not by any means forbidden by law in accordance with section one one two nine (a)(three) of the Bankruptcy Code. In so finding, the Bankruptcy Court has considered the totality of the circumstances of this Chapter eleven Case. The

Plan is the result of extensive, good faith, arm's length negotiations among the Debtor and its principal constituencies and implements a result that is in keeping with (and, indeed, central to) the goals of the Bankruptcy Code, including preserving going concern value, maximizing the value available for distributions and the fair and equitable distributions to creditors.

Six. The Tranche A Conversion Election and the Tranche B Conversion Election (collectively, the "Conversion Elections") contemplated by Section five point three of the Plan, and the transactions contemplated thereby, are essential elements of the Plan and are proposed in good faith. The terms and conditions of the Conversion Elections and the transactions contemplated thereby (i) have been negotiated in good faith and at arm's length, without the intent to hinder, delay, or defraud any of the Debtor's creditors; (ii) are fair and reasonable; (iii) represent a valid exercise of the Debtor's business judgment; (iv) are supported by reasonably equivalent value and fair consideration; and (v) are in the best interests of the Debtor, its Estate, and its stakeholders.

Seven. The Debtor, as the proponent of the Plan, has met its burden of proving by a preponderance of the evidence that the Plan complies with all applicable provisions of section one one two nine of the Bankruptcy Code.

Eight. The Plan properly classifies all Claims against and Interests in the Debtor pursuant to sections one one two two and one one two three (a)(one) of the Bankruptcy Code and properly specifies Impaired and Unimpaired Classes pursuant to section one one two three (a)(two) of the Bankruptcy Code. The Plan provides for the same treatment for each Claim or Interest in each respective Class unless the holder of a particular Claim or Interest has agreed to a less favorable treatment of such Claim or Interest, thereby satisfying section one one two three (a)(four) of the Bankruptcy Code. As of the Voting Deadline, one hundred percent in amount and one hundred percent in number of holders of Claims in Class three (General

Unsecured Claims) that voted on the Plan have voted to accept the Plan. Accordingly, pursuant to section one one two six of the Bankruptcy Code, the Plan has been accepted with respect to the Debtor by the sole Impaired Class entitled to vote to accept or reject the Plan.

Nine. The Plan does not "discriminate unfairly" and is "fair and equitable" with respect to all Classes that are Impaired and voted to, or are deemed to, reject the Plan, because, among other things, (i) there are no holders of Claims or Interests that are junior to the Claims and Interests in the rejecting Classes that will receive property under the Plan on account of such Claims or Interests; and (ii) no holders of Claims or Interests in a senior Class to the rejecting Class will receive a recovery in excess of one hundred percent of the Allowed amount of its Claim or Interest.

Ten. The Plan is in the best interests of creditors pursuant to section one thousand one hundred twenty-nine (a)(seven) of the Bankruptcy Code. The liquidation analysis included in the Disclosure Statement and described in the Declaration of Douglas Walker In Support of Confirmation of Chapter Eleven Plan of Reorganization of Philippine Airlines, Incorporated and the Supplemental Declaration of Douglas Walker In Support of Confirmation of Chapter Eleven Plan of Reorganization of Philippine Airlines, Incorporated (together with the Declaration of Nilo Thaddeus Rodriguez, Chief Financial Officer of the Debtor, In Support of Confirmation of the Chapter Eleven Plan of Reorganization of Philippine Airlines, Incorporated) (the "Supporting Declarations") (i) is reasonable, persuasive and credible, (ii) utilizes reasonable and appropriate methodologies and assumptions; (iii) has not been controverted by other evidence; and (iv) establishes that each holder of an Impaired Claim or Interest either has accepted the Plan or will receive or retain under the Plan, on account of such Claim or Interest, property of a value, as of the Effective Date, that is not less than the amount that such holder would receive or retain if the Debtor were liquidated under chapter seven of the Bankruptcy Code on such date.

Eleven. The Plan and the Supporting Declarations establish that the Plan is feasible and that there is a reasonable prospect of the Reorganized Debtor being able to meet its financial obligations under the Plan and in the ordinary course of its business, and that confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Reorganized Debtor, thereby satisfying the requirements of Bankruptcy Code section one thousand one hundred twenty-nine (a)(eleven).

Twelve. In accordance with section one thousand one hundred twenty-three (b)(three)(A) of the Bankruptcy Code and Bankruptcy Rule nine thousand one hundred nineteen, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, the provisions of the Plan shall constitute an arm's length and good-faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan. The Bankruptcy Court hereby determines that the compromises and settlements contemplated under the Plan are within the range of reasonableness, in the best interests of the Debtor, its estate, its creditors, and other parties-in-interest, and fair and equitable. All distributions and deliveries made on account of Allowed Claims in any Class in accordance with the Plan are intended to be, and shall be, in complete and final satisfaction, settlement, and discharge of and exchange for such Allowed Claims.

Thirteen. The releases contained in Section ten point six of the Plan are an essential component of the Plan. In particular, the releases contained in Section ten point six of the Plan (i) are an essential means of implementing the Plan; (ii) are an integral and non-severable element of the Plan and the transactions incorporated herein; (iii) confer substantial benefits on the Debtor's Estate; (iv) are in exchange for good and valuable consideration provided by the Released Parties; (v) are a good-faith settlement and compromise of the Claims and Causes of Action released by the Plan; (vi) are materially beneficial to and in the best interests of the Debtor, its

Estate, and all holders of Claims and Interests; (vii) are fair, equitable, and reasonable; (viii) are given and made after due notice and opportunity for hearing; and (ix) are a bar to the Debtor and the Releasing Parties asserting any Claim or Causes of Action released pursuant by Section ten point six of the Plan. In addition, the third-party releases contained in Section ten point six (b) of the Plan are consensual in that all Persons and Entities to be bound thereby were given due and adequate notice thereof and sufficient opportunity and adequate instructions to elect to opt out of such releases.

Fourteen. The exculpation provided by Section ten point seven of the Plan for the benefit of the Exculpated Parties is integral to the Plan, reasonable in scope, and appropriately tailored to the circumstances of this case.

Fifteen. The injunction provided by Section ten point five of the Plan is essential to the Plan and is necessary to implement the Plan and to preserve and enforce the discharge of claims, the releases by the Debtor, the releases by Holders of Claims and Interests, and the exculpation under the Plan. The injunction provisions are fair and reasonable and appropriately tailored to achieve those purposes.

Sixteen. The Debtor has exercised sound business judgment in determining whether to reject, assume, or assume and assign each of its Executory Contracts and Unexpired Leases pursuant to sections three hundred sixty-five and one thousand one hundred twenty-three (b)(two) of the Bankruptcy Code, in accordance with Section eight of the Plan and as set forth in the Plan Supplement. As set forth in the Order Authorizing the Debtor to Enter Into and Perform Under Usage Stipulations Between the Debtor and Counterparties Concerning Certain Aircraft and Engines, the Order Authorizing the Debtor to Enter Into and Perform Under Rejection Stipulations and Super-Soft Landing Stipulations Between the Debtor and Counterparties Concerning Certain Equipment

Leases, and the Order Authorizing the Debtor to Assume, and Perform Under, Restructuring Support Agreements (the "RSA Assumption Order"), this Court previously held that entering into and performing under the Restructuring Support Agreements, the Usage Stipulations, the Rejection Stipulations, the Soft Landing Stipulations, and the Super-Soft Landing Stipulations (each as defined in the Restructuring Support Agreements) is in the best interest of the Debtor, its Estate, its creditors, and all parties in interest.

Seventeen. Except with respect to Executory Contracts and Unexpired Leases to be assumed or assumed and assigned pursuant to Section eight of the Plan and as set forth in the Plan Supplement (collectively, the "Assumed Contracts") that are the subject of an Assumption Dispute, the Debtor has cured or demonstrated its ability to cure any default with respect to any act or omission that occurred prior to the Effective Date under the Assumed Contracts within the meaning of section three hundred sixty-five (b)(one)(A) of the Bankruptcy Code, and the promise by the Reorganized Debtor to perform the obligations under the respective Assumed Contracts after the Effective Date shall constitute adequate assurance of their future performance of and under each of the respective Assumed Contracts within the meaning of sections three hundred sixty-five (b)(one) and three hundred sixty-five (f)(two) of the Bankruptcy Code, as applicable.

Eighteen. Pursuant to Bankruptcy Rule three thousand nineteen, the amendments and/or modifications made to the Chapter eleven Plan of Reorganization of Philippine Airlines, Inc. (the "Solicited Plan") made since the filing thereof do not require (i) any additional disclosure under section eleven hundred twenty-five of the Bankruptcy Code, (ii) the re-solicitation of votes under section eleven hundred twenty-six of the Bankruptcy Code, or (iii) that the holders of Claims or Interests be afforded an opportunity to change previously cast acceptances or rejections of the Solicited Plan because such amendments and/or modifications do not adversely change the treatment of any Claims or Interests.

Nineteen. The Unsecured Exit Facility and the Unsecured Exit Facility Documents are each an essential element of the Plan, are necessary for confirmation and consummation of the Plan, and are critical to the overall success and feasibility of the Plan. The execution, performance, incurrence of all obligations (including, without limitation, any fees and expenses due in connection with the Unsecured Exit Facility Documents) to be paid by the Reorganized Debtor are necessary and appropriate for confirmation of the Plan and the operations of the Reorganized Debtor. The Unsecured Exit Facility and the Unsecured Exit Facility Documents were negotiated and shall be deemed to be negotiated at arm's length and in good faith, without the intent to hinder, delay, or defraud any creditor of the Debtor, and are supported by reasonably equivalent value and fair consideration. The Debtor has exercised reasonable business judgment in determining to enter into the Unsecured Exit Facility and the Unsecured Exit Facility Documents and has provided sufficient and adequate notice of the material terms of the Unsecured Exit Facility to all parties in interest in this Chapter eleven Case. The execution, delivery, or performance by the Debtor or the Reorganized Debtor of any of the Unsecured Exit Facility Documents and compliance by the Debtor or the Reorganized Debtor with the terms thereof is authorized by, and will not conflict with, the terms of the Plan or this Confirmation Order. The Unsecured Exit Facility Documents and any related agreements, documents, or other instruments may be modified, amended, or supplemented by the parties thereto in accordance with the terms thereof without further order of this Court.

Twenty. The Debtor has elected to implement the Restructuring Transactions contemplated by the Plan in accordance with Section five point eleven of the Plan.

Twenty-one. The issuance of the New Common Stock is an essential element of the Plan and is in the best interests of the Debtor, the Estate, and its stakeholders. The Amended

Organizational Documents and the New Stockholders Agreement are essential elements of the Plan. The terms of the Amended Organizational Documents and the New Stockholders Agreement are fair and reasonable, and the Debtor has provided adequate notice of the material terms thereof.

Twenty-two. The New Common Stock issued under the Plan is in exchange for, or principally in exchange for, the Allowed DIP Tranche B Claims and the Allowed Class three General Unsecured Claims. The New Common Stock may and shall be issued without registration under the Securities Act or any similar federal, state, or local law in reliance upon section eleven hundred forty-five of the Bankruptcy Code.

BASED ON THE FOREGOING, IT IS HEREBY ORDERED THAT:

A. Confirmation of the Plan

One. The above-referenced findings of fact and conclusions of law are hereby incorporated by reference as though fully set forth herein.

Two. The Plan, including (i) all of the modifications to the Plan filed with the Bankruptcy Court prior to or during the Confirmation Hearing and (ii) all documents incorporated into the Plan through the Plan Supplement (including the final forms thereof to be filed on or before the Effective Date) is confirmed pursuant to section eleven hundred twenty-nine of the Bankruptcy Code and shall be effective and binding as of the Effective Date.

Three. Any and all objections, statements, informal objections, and reservations of rights, if any, related to the Plan or confirmation of the Plan that have not been withdrawn or resolved prior to the Confirmation Hearing are hereby overruled on the merits.

Four. Except as otherwise provided in the Plan, or in any agreement, instrument, or other document incorporated in the Plan (including the Restructuring Transactions), on the Effective Date, pursuant to sections eleven hundred forty-one (b) and (c) of the Bankruptcy Code, all assets and property of the Estate shall vest in the Reorganized Debtor, free and clear of all Claims, Liens, encumbrances, charges, and other interests, except as provided pursuant to the Plan and the Confirmation Order. On and after the Effective Date, the Reorganized Debtor may take any action, including the operation of its business; the use, acquisition, sale, lease and disposition of property; and the entry into transactions, agreements, understandings, or arrangements, whether in or other than in the ordinary course of business, and execute, deliver, implement, and fully perform any and all obligations, instruments, documents, and papers or otherwise in connection with any of the foregoing, free of any restrictions of the Bankruptcy Code or Bankruptcy Rules and in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code, except as expressly provided in the Plan. Without limiting the foregoing, the Reorganized Debtor may pay the charges that it incurs on or after the Effective Date for professional fees, disbursements, expenses, or related support services without application to the Bankruptcy Court.

Five. The amendments and/or modifications to the Solicited Plan made since the filing thereof are approved in accordance with section eleven hundred twenty-seven (a) of the Bankruptcy Code and Bankruptcy Rule three thousand nineteen (a). Any votes timely and properly cast on the Solicited Plan shall constitute votes on the Plan.

Six. The documents contained in the Plan Supplement are integral to the Plan and are approved by the Bankruptcy Court. The Debtor and the Reorganized Debtor are authorized to take all actions required to effectuate the Plan and the transactions contemplated therein, including, for the avoidance of doubt, the Restructuring Transactions and the issuance and registration, as applicable, of any equity or debt security in connection with the Plan, in each case without notice, hearing, or further order of this Bankruptcy Court.

Seven. The Conversion Elections, the terms thereof, and the transactions contemplated therein, are integral to the Plan and are approved by the Bankruptcy Court in all respects. The Debtor and the Reorganized Debtor are authorized to take all actions required to effectuate the Conversion Elections and the transactions contemplated therein.

Eight. The terms of the Plan, the Plan Supplement, and the exhibits thereto are incorporated herein by reference and are an integral part of this Confirmation Order. Notwithstanding Bankruptcy Rules three thousand twenty-c, six thousand four-h, six thousand six-d, seven thousand sixty-two, or otherwise, upon the occurrence of the Effective Date, the terms of the Plan, the Plan Supplement, all exhibits thereto and all amendments thereto, and all other documents necessary for the implementation of the foregoing shall be immediately effective and enforceable and deemed binding on the Debtor, the Reorganized Debtor, the respective parties thereto, all present and former holders of Claims against the Debtor or Interests in the Debtor (notwithstanding whether any such holders were (i) Impaired or Unimpaired under the Plan, (ii) deemed to accept or reject the Plan, (iii) failed to vote to accept or reject the Plan, or (iv) voted to reject the Plan), and their respective heirs, executors, administrators, successors, and assigns. The failure to specifically include or refer to any particular article, section, or provision of the Plan, the Plan Supplement, or any related document in this Confirmation Order does not diminish or impair the effectiveness or enforceability of such article, section, or provision, it being the intent of the Court that the Plan, the Plan Supplement, and the exhibits thereto be confirmed in their entirety. Prior to the Effective Date, subject to any consent rights or conditions precedent set forth in the DIP Credit Facility Documents, including the consent rights of the DIP Tranche B Lenders under the Plan, as applicable, and the consent rights of the DIP Agent under the DIP Credit Facility Documents and the Plan, as applicable, the Debtor may amend, modify, or supplement the Plan in accordance with the Plan, including Section twelve point five thereof, and section one thousand one hundred twenty-seven-b of the Bankruptcy Code. Prior to the Effective Date, subject to any consent rights or conditions precedent set forth in the Plan or the DIP Credit Facility Documents, the Debtor shall have the right to finalize, amend, supplement, or modify the Plan Supplement, and any other documents necessary for the implementation thereof, through the Effective Date (or as otherwise set forth in the Plan, including Section twelve point five thereof) in accordance with the Plan, the DIP Credit Facility Documents, the Unsecured Exit Facility Documents, the Bankruptcy Code, and the Bankruptcy Rules.

Nine. The terms of the Amended Organizational Documents and the New Stockholders Agreement (including any modifications or amendments made in accordance with paragraph eight of this Order) are approved in all respects. The obligations of the Reorganized Debtor will, upon execution, constitute legal, valid, binding, and authorized obligations of the Reorganized Debtor, enforceable in accordance with their terms. On the Effective Date, without any further order of the Bankruptcy Court or action by any other party, the Reorganized Debtor, shall be and is authorized to enter into the Amended Organizational Documents and the New Stockholders Agreement. In addition, on and, as applicable, after, the Effective Date, without any further order of the Bankruptcy Court or action by any other party, the Reorganized Debtor shall be and is authorized to: (i) execute, deliver, file, and record any other contracts, assignments, certificates, instruments, agreements, or other documents to be executed and delivered in connection with the Amended Organizational Documents and the New Stockholders Agreement, (ii) issue the New Common Stock, (iii) perform all of its obligations under the Amended Organizational Documents and the New Stockholders Agreement, and (iv) take all other actions as any of the officers of such Reorganized Debtor may deem necessary, appropriate, or desirable, in their business judgment, to effectuate the terms of the Amended

Organizational Documents and the New Stockholders Agreement. Notwithstanding anything to the contrary in this Confirmation Order or the Plan, any disputes arising under the Amended Organizational Documents and the Shareholders Agreement will be governed by the jurisdictional provisions therein.

Ten. This Confirmation Order shall constitute, to the greatest extent permissible, all approvals and consents, if any, required by the laws, rules, or regulations of any state or any governmental authority with respect to the implementation or consummation of the Plan and any act that may be necessary or appropriate for the implementation or consummation of the Plan.

Eleven. Each federal, state, commonwealth, local, foreign, or other governmental agency is authorized and directed to accept for filing and/or recording any and all documents, mortgages, and instruments necessary or appropriate to effectuate, implement, or consummate the transactions contemplated by the Plan and this Confirmation Order, including, without limitation, this Confirmation Order itself.

Twelve. The compromises and settlements set forth in the Plan, including those in the Restructuring Support Agreements that were previously approved by the Bankruptcy Court, are approved and shall, as applicable, remain or be, effective as of the Effective Date, binding on all parties in interest in this Chapter eleven Case.

Thirteen. Pursuant to Bankruptcy Rule three thousand twenty-c-c-one, the following Plan provisions are expressly approved and shall be effective on the Effective Date without further order or action by the Bankruptcy Court, any of the parties to such releases, or any other Entity: (i) Releases by Debtor (Section ten point six-a); (ii) Releases by Holders of Claims or Interests (Section ten point six-b); (iii) Exculpation (Section ten point seven); and (iv) Injunction (Section ten point five). All parties deemed to grant the releases contained in Section ten point six-b of the Plan are forever barred from asserting any Claim or Cause of Action against any of the Released Parties released thereby. For the avoidance of doubt, nothing contained in the Plan or this Confirmation Order shall be deemed to release security assignments that have been granted by aircraft lessors to their lenders and acknowledged by the Debtor.

Fourteen. Notwithstanding anything herein, the Reorganized Debtor shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Retained Causes of Action on the terms set forth in Section ten point eight of the Plan.

Fifteen. The Debtor shall cause a notice of the entry of this Confirmation Order and occurrence of the Effective Date, substantially in the form attached hereto as Exhibit B (the "Confirmation Notice"), to be filed and served upon (i) all parties listed in the creditor matrix maintained by KCC LLC (as the claims, noticing, and solicitation agent in this Chapter eleven Case), (ii) all parties that filed proofs of claim in this Chapter eleven Case, and (iii) such additional Persons and Entities as deemed appropriate by the Reorganized Debtor, no later than five business days after the Effective Date, and will cause KCC LLC to file an affidavit of service with the Bankruptcy Court. The Reorganized Debtor shall use commercially reasonable efforts to publish the Confirmation Notice (or a notice substantially similar thereto) in the national and international editions of the New York Times, USA Today, and Philippine Daily Inquirer within ten business days after the Effective Date, or as soon as practicable thereafter (allowing reasonable time for translation and other administrative and logistical issues). No other or further notice of the entry of this Confirmation Order and occurrence of the Effective Date shall be necessary.