{HD114026.1}
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION ---
In re:
PACIFIC DRILLING S.A., et al.,1 Debtors. --- x : : : : : : x Chapter 11 Case No. 20-35212 (DRJ) (Jointly Administered)
CERTIFICATE OF NO OBJECTION TO DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF DELOITTE TAX LLP AS TAX SERVICES PROVIDER EFFECTIVE AS OF THE PETITION DATE
[Relates to Docket No. 276]
1. On December 22, 2020, the debtors and debtors in possession in the above-referenced jointly administered chapter 11 cases (collectively, the “Debtors”) filed the Debtors’ Application for Entry of an Order Authorizing the Employment and Retention of Deloitte Tax LLP as Tax Services Provider Effective as of the Petition Date [Docket No. 276] (the “Application”). 2. Objections to the final relief sought under the Application were required to be filed by January 12, 2021 (the “Objection Deadline”).
3. In accordance with paragraph 41 of the Procedures for Complex Chapter 11 Cases of the Southern District of Texas, the undersigned counsel files this Certificate of No Objection and represents to the Court that (i) twenty-four (24) hours have expired since the Objection Deadline has passed, (ii) the undersigned counsel is unaware of any objection to the Application,
1 The Debtors in these cases, along with the last four digits of each Debtor’s U.S. federal tax identification
number, to the extent applicable, are: Pacific Drilling S.A. (5724), Pacific Bora Ltd. (9815), Pacific Drilling Operations Limited (9103), Pacific Drilling Operations, Inc. (4446), Pacific Drilling, Inc. (1524), Pacific Drilling, LLC (7655), Pacific Scirocco Ltd. (0073), Pacific Sharav S.À R.L. (2431), Pacific Drilling Holding (Gibraltar) Limited (3754), Pacific Drilling Company Limited (4275), Pacific Sharav Korlátolt Felelősségű Társaság (4898), Pacific Drillship Nigeria Limited (0281), Pacific Drilling Finance S.À R.L., Pacific Drilling Limited, Pacific Drilling V Limited, Pacific Drilling VII Limited, Pacific Drillship S.À R.L., Pacific Mistral Ltd., and Pacific Santa Ana Limited.
2
and (iii) the undersigned counsel has reviewed the Court’s docket and no objection to the Application appears thereon.
4. Accordingly, attached hereto is a revised proposed form of order (the “Revised Proposed Order”), which was amended solely to address informal comments received from the Office of the United States Trustee. The Debtors have included a redline of the Revised Proposed Order marked against the proposed order that accompanied the Application, which is attached hereto as Exhibit A.
5. Therefore, the Debtors respectfully request entry of the Revised Proposed Order attached hereto at the earliest convenience of the Court.
3 Dated: January 20, 2021
Respectfully Submitted,
/s/ Joseph E. Bain Joseph E. Bain (TX Bar No. 24085187) Cindy Muller (TX Bar No. 24059040)
Gabrielle A. Ramirez (TX Bar No. 24116937) JONES WALKER LLP 811 Main St, Suite 2900 Houston, Texas 77002 Telephone: (713) 437-1800 Facsimile: (713) 437-1810 Email: [email protected] [email protected] [email protected] - and -
Elizabeth J. Futrell (SDTX No. 440752) JONES WALKER LLP
201 St. Charles Avenue, 49th Floor New Orleans, Louisiana 70170 Telephone: (504) 582-8368 Facsimile: (504) 589-8368
Email: [email protected] Proposed Co-Counsel to the Debtors and Debtors in Possession
George A. Davis (admitted pro hac vice) Suzzanne Uhland (admitted pro hac vice) Adam S. Ravin (admitted pro hac vice)
Christopher J. Kochman (admitted pro hac vice) LATHAM & WATKINS LLP
885 Third Avenue
New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Email: [email protected] [email protected] [email protected] [email protected] - and -
Asif Attarwala (admitted pro hac vice) LATHAM & WATKINS LLP
330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611
Telephone: (312) 876-7700 Facsimile: (312) 993-9767
Email: [email protected] Proposed Co-Counsel to the Debtors and Debtors in Possession
CERTIFICATE OF SERVICE
I certify that on January 20, 2021 a true and correct copy of the foregoing document was served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas on those parties registered to receive electronic notices.
/s/ Joseph E. Bain Joseph E. Bain
Exhibit A Redline
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re:
PACIFIC DRILLING S.A., et al.,1
Debtors. x : : : : : : x Chapter 11 Case No. 20-35212 (DRJ) (Jointly Administered)
ORDER AUTHORIZING RETENTION AND EMPLOYMENT OF DELOITTE TAX LLP AS TAX SERVICES PROVIDER EFFECTIVE AS OF THE PETITION DATE
[Relates to Docket No. ____ 276]
Upon the application (the “Application”),2 of the Debtors for entry of an order authorizing the employment and retention of Deloitte Tax LLP to provide tax advisory services to the Debtors, all as more fully set forth in the Application; and upon consideration of the Kernek Declaration; and this Court being satisfied, based on the representations made in the Application and in the Kernek Declaration, that Deloitte Tax is a “disinterested person” as such term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code, and, as required by Section 327(a) of the Bankruptcy Code and referenced by Section 328 of the Bankruptcy Code, neither represents nor holds an interest adverse to the Debtors’ estates or the Debtors; and this Court having jurisdiction to consider the Application and the relief requested
1 The Debtors in the Chapter 11 Cases, along with the last four digits of each Debtor’s U.S. federal tax
identification number, to the extent applicable, are: Pacific Drilling S.A. (5724), Pacific Bora Ltd. (9815), Pacific Drilling Operations Limited (9103), Pacific Drilling Operations, Inc. (4446), Pacific Drilling, Inc. (1524), Pacific Drilling, LLC (7655), Pacific Scirocco Ltd. (0073), Pacific Sharav S.À R.L. (2431), Pacific Drilling Holding (Gibraltar) Limited (3754), Pacific Drilling Company Limited (4275), Pacific Sharav Korlátolt Felelősségű Társaság (4898), Pacific Drillship Nigeria Limited (0281); Pacific Drilling Finance S.À R.L., Pacific Drilling Limited, Pacific Drilling V Limited, Pacific Drilling VII Limited, Pacific Drillship S.À R.L., Pacific Mistral Ltd., and Pacific Santa Ana Limited.
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in
US-DOCS\118972378.5 2
therein pursuant to 28 U.S.C. § 1334; and consideration of the Application and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and it appearing that venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been provided; and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and this Court having reviewed the Application; and this Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and it appearing that the relief requested in the Application is in the best interests of the Debtors and their respective estates and creditors; and upon all of the proceedings had before this Court and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT
1. The Debtors are authorized to retain and employ Deloitte Tax pursuant to Sections 327 and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2014-1(b), as tax advisors, effective as of the Petition Date, in accordance with the terms and conditions of the Engagement Agreement, as modified by this Order.
2. Deloitte Tax shall file interim and final fee applications for allowance of compensation for services rendered and reimbursement of expenses with respect to services rendered in the Chapter 11 Cases with the Court, in accordance with Sections 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules and Local Rules, the applicable U.S. Trustee Guidelines, and any applicable orders of this Court.
3. Deloitte Tax shall include in its fee applications, among other things, contemporaneous time records setting forth a description of the services rendered by each
US-DOCS\118972378.5 3
professional and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtors in one-tenth hour increments.
4. In the event that the rates of compensation for the services increase from the rates disclosed for services in the Application, Deloitte Tax will file a supplemental declaration with the Court describing such increased rates and serve upon the Debtors and the U.S. Trustee at least ten (10) business days prior to the effective date of such increases, which supplemental declaration shall explain the basis for the requested rate increases in accordance with Section 330(a)(3)(F) of the Bankruptcy Code and indicate whether the Debtors have received notice of an approved the proposed rate increase. The U.S. Trustee retains all rights to object to any rate increase on all applicable grounds including, but not limited to, the reasonableness standard provided for in Section 330 of the Bankruptcy Code and all rates and rate increases are subject to review by the Court.
5. Notwithstanding anything to the contrary in this Order, the United States Trustee and this Court shall retain the right and be entitled to object to Deloitte Tax’s fees and expenses in these cases based on the reasonableness standard provided for in Section 330 of the Bankruptcy Code, and this Order shall not prejudice or otherwise affect the rights of the U.S. Trustee or this Court to challenge the reasonableness of Deloitte Tax’s compensation and reimbursement requests in these cases under Sections 330 and 331 of the Bankruptcy Code. Accordingly, nothing in this Order shall constitute a finding of fact or conclusion of law binding the U.S. Trustee or this Court on appeal or otherwise, with respect to the reasonableness of Deloitte Tax’s compensation and reimbursement requests in the Chapter 11 Cases.
6. To the extent the Debtors and Deloitte Tax enter into any supplemental agreements, engagement letters or statements of work for additional services, the Debtors will file any such
US-DOCS\118972378.5 4
supplemental agreements, engagement letters or statements of work with the Court and serve the same upon the applicable notice parties. Absent any objection filed within fourteen (14) days after the filing and service of any such supplemental engagement letter or statement of work, Deloitte Tax shall be deemed authorized and approved to provide and be compensated for such additional services pursuant to this Order and the terms of such supplemental engagement letter or statement of work. To the extent any such parties object to such proposed supplemental engagement letter or statement of work, the Debtors will promptly schedule a hearing before the Court within ten days of receipt of any such objection or as soon thereafter as is practicable. All additional services shall be subject to the provisions of this Order.
7. Notwithstanding anything to the contrary in the Application and the Engagement Agreement, with respect to the services performed under the Engagement Agreement from the Petition Date through the effective date of a Chapter 11 plan, this Court retains exclusive jurisdiction over all matters arising out of or pertaining to Deloitte Tax’s engagement until such jurisdiction is relinquished.
8. The Indemnification Provisions set forth in the general business terms attached to the Engagement Letter are hereby approved, subject to the following modifications with respect to the services performed thereunder through the effective date of a plan of reorganization:
(a) All requests for payment of indemnity, contribution, or otherwise pursuant to the Indemnification Provisions shall be made by means of a fee application (interim or final) and shall be subject to the approval and review by this Court to ensure that such payment conforms to the terms of the Indemnification Provisions and is reasonable based on the circumstances of the litigation or settlement in respect of which indemnity is sought; provided, however, that in no event shall an indemnified party be indemnified or receive contribution to the extent that any claim arose or expense has resulted from any such losses finally judicially determined by a court of competent jurisdiction to have primarily resulted from the gross negligence, willful misconduct, breach of fiduciary duty (if any), intentional fraud, or bad faith of any indemnified parties;
US-DOCS\118972378.5 5
(b) In no event shall any indemnified party be indemnified or receive contribution or other payment under the Indemnification Provisions if the Debtors or a representative of the Debtors’ estates asserts a claim for, and a court determines by final order that, such claims primarily arose out of the gross negligence, willful misconduct, breach of fiduciary duty (if any), bad faith, or intentional fraud of such indemnified party. Deloitte Tax shall not be entitled to indemnification, contribution or reimbursement for services other than those described in the Engagement Agreement and the Application, unless such services and indemnification therefor are approved by the Court; provided, that to the extent additional engagement letter(s) are filed with the Court and no parties object to such engagement letter(s) in accordance with the procedures described in the immediately preceding Ordered paragraph, such engagement letter(s) shall be deemed approved by the Court; and
(c) In the event an indemnified party seeks reimbursement of attorneys’ fees from the Debtors pursuant to the Indemnification Provisions, the invoices and supporting time records from such attorneys shall be attached to Deloitte Tax’s own interim and/or final fee applications, and such invoices and time records shall be subject to the applicable U.S. Trustee Guidelines and the approval of the Bankruptcy Court under the standards of Section 330 of the Bankruptcy Code without regard to whether such attorneys have been retained under Section 327 of the Bankruptcy Code and without regard to whether such attorneys’ services satisfy Section 330(a)(3)(C) of the Bankruptcy Code. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Deloitte Tax for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors’ obligation to indemnify Deloitte Tax. All parties in interest shall retain the right to object to any such demand by Deloitte Tax for indemnification, contribution or reimbursement.
9. In the event that, during the pendency of these cases, Deloitte Tax seeks reimbursement for any attorneys’ fees and/or expenses, the invoices and supporting time records from such attorneys shall be included in Deloitte Tax fee applications and such invoices and time records shall be in compliance with the Bankruptcy Local Rules, and shall be subject to the applicable U.S. Trustee Guidelines and approval of the Court under the standards of Sections 330 and 331 of the Bankruptcy Code, without regard to whether such attorney has been retained under Section 327 of the Bankruptcy Code; provided, however, that Deloitte Tax shall not seek
US-DOCS\118972378.5 6
reimbursement from the Debtors’ estates for any fees incurred in defending any objections filed with respect to Deloitte Tax’s fee applications in these bankruptcy cases.
10. Notwithstanding anything in the Application or the Engagement Agreement to the contrary, to the extent that Deloitte Tax uses third-party subcontractors who are not a subsidiary of, or otherwise affiliated with, Deloitte Tax (collectively, the “Contractors”) in the Chapter 11 Cases, Deloitte Tax shall ensure that the Contractors are subject to the same conflicts checks as required for Deloitte Tax and file with the Court such disclosures required by Bankruptcy Rule 2014.
11. The Debtors shall coordinate with Deloitte Tax and the Debtors’ other retained professionals in the Chapter 11 Cases to minimize unnecessary duplication of efforts among the Debtors’ professionals.
12. To the extent there may be any inconsistency between the terms of the Application, the Engagement Agreement, the Kernek Declaration, and this Order, this Order shall govern.
13. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall be effective and enforceable immediately upon entry.
14. The Debtors and Deloitte Tax are authorized to take all actions necessary or appropriate to carry out the relief granted in this Order.
15. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order.
Dated: , 2020
Houston, Texas
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re:
PACIFIC DRILLING S.A., et al.,1
Debtors. x : : : : : : x Chapter 11 Case No. 20-35212 (DRJ) (Jointly Administered)
ORDER AUTHORIZING RETENTION AND EMPLOYMENT OF DELOITTE TAX LLP AS TAX SERVICES PROVIDER EFFECTIVE AS OF THE PETITION DATE
[Relates to Docket No. 276]
Upon the application (the “Application”),2 of the Debtors for entry of an order authorizing the employment and retention of Deloitte Tax LLP to provide tax advisory services to the Debtors, all as more fully set forth in the Application; and upon consideration of the Kernek Declaration; and this Court being satisfied, based on the representations made in the Application and in the Kernek Declaration, that Deloitte Tax is a “disinterested person” as such term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code, and, as required by Section 327(a) of the Bankruptcy Code and referenced by Section 328 of the Bankruptcy Code, neither represents nor holds an interest adverse to the Debtors’ estates or the Debtors; and this Court having jurisdiction to consider the Application and the relief requested
1 The Debtors in the Chapter 11 Cases, along with the last four digits of each Debtor’s U.S. federal tax
identification number, to the extent applicable, are: Pacific Drilling S.A. (5724), Pacific Bora Ltd. (9815), Pacific Drilling Operations Limited (9103), Pacific Drilling Operations, Inc. (4446), Pacific Drilling, Inc. (1524), Pacific Drilling, LLC (7655), Pacific Scirocco Ltd. (0073), Pacific Sharav S.À R.L. (2431), Pacific Drilling Holding (Gibraltar) Limited (3754), Pacific Drilling Company Limited (4275), Pacific Sharav Korlátolt Felelősségű Társaság (4898), Pacific Drillship Nigeria Limited (0281); Pacific Drilling Finance S.À R.L., Pacific Drilling Limited, Pacific Drilling V Limited, Pacific Drilling VII Limited, Pacific Drillship S.À R.L., Pacific Mistral Ltd., and Pacific Santa Ana Limited.
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in
US-DOCS\118972378.5 2
therein pursuant to 28 U.S.C. § 1334; and consideration of the Application and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and it appearing that venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been provided; and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and this Court having reviewed the Application; and this Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and it appearing that the relief requested in the Application is in the best interests of the Debtors and their respective estates and creditors; and upon all of the proceedings had before this Court and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT
1. The Debtors are authorized to retain and employ Deloitte Tax pursuant to Sections 327 and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2014-1(b), as tax advisors, effective as of the Petition Date, in accordance with the terms and conditions of the Engagement Agreement, as modified by this Order.
2. Deloitte Tax shall file interim and final fee applications for allowance of compensation for services rendered and reimbursement of expenses with respect to services rendered in the Chapter 11 Cases with the Court, in accordance with Sections 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules and Local Rules, the applicable U.S. Trustee Guidelines, and any applicable orders of this Court.
3. Deloitte Tax shall include in its fee applications, among other things, contemporaneous time records setting forth a description of the services rendered by each
US-DOCS\118972378.5 3
professional and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtors in one-tenth hour increments.
4. In the event that the rates of compensation for the services increase from the rates disclosed for services in the Application, Deloitte Tax will file a supplemental declaration with the Court describing such increased rates and serve upon the Debtors and the U.S. Trustee at least ten (10) business days prior to the effective date of such increases, which supplemental declaration shall explain the basis for the requested rate increases in accordance with Section 330(a)(3)(F) of the Bankruptcy Code and indicate whether the Debtors have received notice of an approved the proposed rate increase. The U.S. Trustee retains all rights to object to any rate increase on all applicable grounds including, but not limited to, the reasonableness standard provided for in Section 330 of the Bankruptcy Code and all rates and rate increases are subject to review by the Court.
5. Notwithstanding anything to the contrary in this Order, the United States Trustee and this Court shall retain the right and be entitled to object to Deloitte Tax’s fees and expenses in these cases based on the reasonableness standard provided for in Section 330 of the Bankruptcy Code, and this Order shall not prejudice or otherwise affect the rights of the U.S. Trustee or this Court to challenge the reasonableness of Deloitte Tax’s compensation and reimbursement requests in these cases under Sections 330 and 331 of the Bankruptcy Code. Accordingly, nothing in this Order shall constitute a finding of fact or conclusion of law binding the U.S. Trustee or this Court on appeal or otherwise, with respect to the reasonableness of Deloitte Tax’s compensation and reimbursement requests in the Chapter 11 Cases.
6. To the extent the Debtors and Deloitte Tax enter into any supplemental agreements, engagement letters or statements of work for additional services, the Debtors will file any such
US-DOCS\118972378.5 4
supplemental agreements, engagement letters or statements of work with the Court and serve the same upon the applicable notice parties. Absent any objection filed within fourteen (14) days after the filing and service of any such supplemental engagement letter or statement of work, Deloitte Tax shall be deemed authorized and approved to provide and be compensated for such additional services pursuant to this Order and the terms of such supplemental engagement letter or statement of work. To the extent any such parties object to such proposed supplemental engagement letter or statement of work, the Debtors will promptly schedule a hearing before the Court within ten days of receipt of any such objection or as soon thereafter as is practicable. All additional services shall be subject to the provisions of this Order.
7. Notwithstanding anything to the contrary in the Application and the Engagement Agreement, with respect to the services performed under the Engagement Agreement from the Petition Date through the effective date of a Chapter 11 plan, this Court retains exclusive jurisdiction over all matters arising out of or pertaining to Deloitte Tax’s engagement until such jurisdiction is relinquished.
8. The Indemnification Provisions set forth in the general business terms attached to the Engagement Letter are hereby approved, subject to the following modifications with respect to the services performed thereunder through the effective date of a plan of reorganization:
(a) All requests for payment of indemnity, contribution, or otherwise pursuant to the Indemnification Provisions shall be made by means of a fee application (interim or final) and shall be subject to the approval and review by this Court to ensure that such payment conforms to the terms of the Indemnification Provisions and is reasonable based on the circumstances of the litigation or settlement in respect of which indemnity is sought; provided, however, that in no event shall an indemnified party be indemnified or receive contribution to the extent that any claim arose or expense has resulted from any such losses finally judicially determined by a court of competent jurisdiction to have primarily resulted from the gross negligence, willful misconduct, breach of fiduciary duty (if any), intentional fraud, or bad faith of any indemnified parties;
US-DOCS\118972378.5 5
(b) In no event shall any indemnified party be indemnified or receive contribution or other payment under the Indemnification Provisions if the Debtors or a representative of the Debtors’ estates asserts a claim for, and a court determines by final order that, such claims primarily arose out of the gross negligence, willful misconduct, breach of fiduciary duty (if any), bad faith, or intentional fraud of such indemnified party. Deloitte Tax shall not be entitled to indemnification, contribution or reimbursement for services other than those described in the Engagement Agreement and the Application, unless such services and indemnification therefor are approved by the Court; provided, that to the extent additional engagement letter(s) are filed with the Court and no parties object to such engagement letter(s) in accordance with the procedures described in the immediately preceding Ordered paragraph, such engagement letter(s) shall be deemed approved by the Court; and
(c) In the event an indemnified party seeks reimbursement of attorneys’ fees from the Debtors pursuant to the Indemnification Provisions, the invoices and supporting time records from such attorneys shall be attached to Deloitte Tax’s own interim and/or final fee applications, and such invoices and time records shall be subject to the applicable U.S. Trustee Guidelines and the approval of the Bankruptcy Court under the standards of Section 330 of the Bankruptcy Code without regard to whether such attorneys have been retained under Section 327 of the Bankruptcy Code and without regard to whether such attorneys’ services satisfy Section 330(a)(3)(C) of the Bankruptcy Code. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Deloitte Tax for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors’ obligation to indemnify Deloitte Tax. All parties in interest shall retain the right to object to any such demand by Deloitte Tax for indemnification, contribution or reimbursement.
9. In the event that, during the pendency of these cases, Deloitte Tax seeks reimbursement for any attorneys’ fees and/or expenses, the invoices and supporting time records from such attorneys shall be included in Deloitte Tax fee applications and such invoices and time records shall be in compliance with the Bankruptcy Local Rules, and shall be subject to the applicable U.S. Trustee Guidelines and approval of the Court under the standards of Sections 330 and 331 of the Bankruptcy Code, without regard to whether such attorney has been retained under Section 327 of the Bankruptcy Code; provided, however, that Deloitte Tax shall not seek
US-DOCS\118972378.5 6
reimbursement from the Debtors’ estates for any fees incurred in defending any objections filed with respect to Deloitte Tax’s fee applications in these bankruptcy cases.
10. Notwithstanding anything in the Application or the Engagement Agreement to the contrary, to the extent that Deloitte Tax uses third-party subcontractors who are not a subsidiary of, or otherwise affiliated with, Deloitte Tax (collectively, the “Contractors”) in the Chapter 11 Cases, Deloitte Tax shall ensure that the Contractors are subject to the same conflicts checks as required for Deloitte Tax and file with the Court such disclosures required by Bankruptcy Rule 2014.
11. The Debtors shall coordinate with Deloitte Tax and the Debtors’ other retained professionals in the Chapter 11 Cases to minimize unnecessary duplication of efforts among the Debtors’ professionals.
12. To the extent there may be any inconsistency between the terms of the Application, the Engagement Agreement, the Kernek Declaration, and this Order, this Order shall govern.
13. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall be effective and enforceable immediately upon entry.
14. The Debtors and Deloitte Tax are authorized to take all actions necessary or appropriate to carry out the relief granted in this Order.
15. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order.
Dated: , 2020
Houston, Texas
