Exhibit C: Declaration of Holly Loiseau in Support of the Application to Retain Richards, Layton & Finger — In re Kabbage, Inc. d/b/a KServicing, Case 22-10951-CTG, Doc. 44-3 (Filed 10/04/22)

Summary

Exhibit C to a Kabbage, Inc. d/b/a KServicing retention application, entered as Doc 44-3 on October 4, 2022 in Case No. 22-10951 (CTG) before the U.S. Bankruptcy Court for the District of Delaware: a declaration by General Counsel Holly Loiseau under 28 U.S.C. § 1746. She supports hiring Richards, Layton & Finger, P.A. (RL&F) as co-counsel to the debtors effective as of the petition date, alongside lead counsel Weil Gotshal & Manges LLP. She cites the firm's experience in chapter 11 reorganizations, its proximity to the court and its prepetition representation of the debtors, and says its rates are comparable to those of similar firms. She says the debtors and RL&F are developing a budget and staffing plan and that the debtors will monitor fees and expenses.

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                   Case 22-10951-CTG    Doc 44-3   Filed 10/04/22   Page 1 of 5




                                           Exhibit C

                                       Loiseau Declaration




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                                UNITED STATES BANKRUPTCY COURT
                                     DISTRICT OF DELAWARE

------------------------------------------------------------ x
In re                                                        : Chapter 11
                                                             :
KABBAGE, INC. d/b/a KSERVICING, et al., :                      Case No. 22-10951 (CTG)
                                                             :
                                                             :
                             1
                  Debtors.                                   : (Jointly Administered)
------------------------------------------------------------ x
                           DECLARATION OF HOLLY LOISEAU IN
                         SUPPORT OF APPLICATION OF DEBTORS
                            TO RETAIN AND EMPLOY RICHARDS,
                   LAYTON & FINGER, P.A. AS CO-COUNSEL TO THE
                       DEBTORS EFFECTIVE AS OF PETITION DATE

                    I, Holly Loiseau, pursuant to 28 U.S.C. § 1746, hereby declare that the following

is true and correct to the best of my knowledge, information, and belief:

                    1.       I am the General Counsel (the “General Counsel”) of the above-

captioned debtors and debtors in possession (collectively, the “Debtors”).                            I submit this

declaration (the “Declaration”) in support of the Application of Debtors to Retain and Employ

Richards, Layton & Finger, P.A. as Co-Counsel to the Debtors Effective as of Petition Date (the

“Application”)2 for authority to retain and employ Richards, Layton & Finger, P.A. (“RL&F”),

as co-counsel for the Debtors effective as of the Petition Date. Except as otherwise noted, all

facts in this Declaration are based on my personal knowledge of the matters set forth herein,

information gathered from my review of relevant documents and information supplied to me by

other members of the Debtors’ personnel and the Debtors’ advisors.


1
     The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
    number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A);
    Kabbage Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding
    2019-A LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used
    under license; Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and
    service address is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.
2
    Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.


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                            SELECTION OF RL&F AS CO-COUNSEL

                    2.   The Debtors seek to retain Weil Gotshal & Manges LLP as their lead

bankruptcy counsel in connection with the Chapter 11 Cases. Upon determining that these

Chapter 11 Cases would be filed in the United States Bankruptcy Court for the District of

Delaware, the Debtors selected RL&F to serve as their Delaware co-counsel.             RL&F was

selected because of the firm’s extensive experience and knowledge in the field of debtor’s and

creditor’s rights, business reorganizations and liquidations under chapter 11 of the Bankruptcy

Code, its expertise, experience and knowledge in practicing before this Court, its proximity to

the Court, its ability to respond quickly to emergency hearings and other emergency matters, and

its familiarity with the Debtors and their businesses due to RL&F’s prepetition representation of

the Debtors. As such, the Debtors believe that RL&F is uniquely qualified to represent them in

these Chapter 11 Cases.

                                       RATE STRUCTURE

                    3.   In my capacity as General Counsel, I, and others acting under my

direction, are responsible for assisting the Debtors in supervising outside counsel retained by the

Debtors. In my experience working with other outside law firms on other matters, I believe that

RL&F’s rates are comparable to those of firms similar to RL&F. I, and others acting under my

direction, are also responsible for reviewing the invoices regularly submitted by RL&F, and I

understand that the rates RL&F charged the Debtors in the prepetition period are the same as the

rates RL&F will charge the Debtors in the postpetition period, subject to annual and customary

firm-wide adjustments in the ordinary course of RL&F’s business.




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                                      COST SUPERVISION

                    4.   RL&F and the Debtors are in the process of developing a prospective

budget and staffing plan for the first interim period in these Chapter 11 Cases. The Debtors

recognize that in large chapter 11 cases such as this, it is possible there may be unforeseen fees

and expenses that will need to be addressed by the Debtors and RL&F. The Debtors also

recognize it is their responsibility to closely monitor the billing practices of RL&F to ensure that

fees and expenses paid by their estates remain consistent with the Debtors’ expectations taking

into account the exigencies of these Chapter 11 Cases. To that end, the Debtors will continue to

review and monitor the regular invoices submitted by RL&F and, together with RL&F,

periodically amend the budget and staffing plans to reflect developments in these cases as

applicable.

                    5.   The Debtors will continue to monitor the fees and expense reimbursement

process during these Chapter 11 Cases and ensure the Debtors are an active participant in that

process. Recognizing that every chapter 11 case is unique, the Debtors, together with RL&F,

will utilize the budgeting process to provide guidance on the period of time involved and the

level of attorneys and professionals who will work on various matters, as well as the projection

of average hourly rates for the attorneys and professionals for such matters.




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                    Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct to the best of my information, knowledge, and belief.

Dated: October 4, 2022
       Atlanta, Georgia



                                                   /s/ Holly Loiseau
                                                   Name: Holly Loiseau
                                                   Title: General Counsel




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