Application to Retain Weil, Gotshal & Manges as Attorneys — In re Kabbage, Inc.

Full text

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EXHIBIT A

Application
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UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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In re
:
Chapter 11
:
KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (       )
:
:
Debtors.1
:
(Joint Administration Requested)
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APPLICATION OF DEBTORS FOR AUTHORITY
TO RETAIN AND EMPLOY WEIL, GOTSHAL & MANGES LLP
AS ATTORNEYS FOR DEBTORS EFFECTIVE AS OF PETITION DATE
Kabbage, Inc. d/b/a KServicing and its debtor affiliates, as debtors and debtors in
possession in the above-captioned chapter 11 cases (collectively, the “Debtors” and, together with
their non-Debtor affiliates, the “Company”), respectfully move and represent as follows in support
of this application (this “Application”):2
Relief Requested
1.
By this Application, the Debtors request authority, pursuant to sections
327(a) and 328(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a)
and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules
2014-1 and 2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware (the “Local Rules”), to retain and employ Weil,
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 respective meanings ascribed to such terms in the Rieger-
Paganis Declaration (as defined below).
Docket No. 15
Filed: 10/4/22
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Gotshal & Manges LLP (“Weil” or the “Firm”) as attorneys for the Debtors effective as of the
Petition Date.
2.
The Debtors further request that the Court approve the retention of Weil as
their attorneys to perform the extensive legal services that will be required during these chapter 11
cases in accordance with Weil’s normal hourly rates in effect when services are rendered and
Weil’s normal reimbursement policies.  In support of this Application, the Debtors submit the
declaration of Ray C. Schrock, P.C., a partner of Weil, which is annexed hereto as Exhibit A
(the “Schrock Declaration”) and the declaration of Holly Loiseau, the Debtors’ General Counsel
and Secretary, which is annexed hereto as Exhibit B (the “Loiseau Declaration”).
3.
A proposed form of order granting the relief requested herein is annexed
hereto as Exhibit C (the “Proposed Order”).
Jurisdiction and Venue
4.
The Court has jurisdiction to consider this matter pursuant to
28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the United States
District Court for the District of Delaware, dated February 29, 2012.  This is a core proceeding
pursuant to 28 U.S.C. § 157(b).  Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry
of a final order by the Court in connection with this Application if it is later determined that the
Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article
III of the United States Constitution.  Venue is proper before the Court pursuant to 28 U.S.C.
§§ 1408 and 1409.
Background
5.
On the date hereof (the “Petition Date”), the Debtors commenced with the
Court voluntary cases under chapter 11 of title 11 of the Bankruptcy Code (the “Chapter 11
Cases”).  The Debtors are authorized to continue operating their business and managing their
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properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
No trustee, examiner, or statutory committee has been appointed in these Chapter 11 Cases.
6.
Contemporaneously herewith, the Debtors have filed a motion requesting
joint administration of their Chapter 11 Cases pursuant to Bankruptcy Rule 1015(b).
7.
Additional information regarding the Debtors’ business, capital structure,
and the circumstances leading to the commencement of these Chapter 11 Cases is set forth in the
Declaration of Deborah Rieger-Paganis in Support of Debtors’ Chapter 11 Petitions and First
Day Relief (the “Rieger-Paganis Declaration”), filed contemporaneously herewith.
Weil’s Qualifications
8.
Since April 2022, Weil has advised the Debtors in connection with
exploring various strategic alternatives to address concerns with the Debtors’ operations, pending
litigations, and disputes with key stakeholders while simultaneously effectuating a value
maximizing winddown for the benefit of its stakeholders.  Weil was extensively involved in
prepetition negotiations with the Debtors’ key stakeholders in connection with exploring such
strategic alternatives, including the commencement of these Chapter 11 Cases.  As a result of
Weil’s prepetition representation of the Debtors, Weil possesses an in-depth knowledge of the
Debtors’ capital structure and has gained additional insight into the current condition of the
Debtors’ businesses, management, operations, corporate governance and restructuring.
Accordingly, Weil possesses the necessary background and knowledge to address the potential
legal issues that may arise in the context of these Chapter 11 Cases.
9.
The Debtors have also selected Weil as their attorneys because of the Firm’s
extensive general experience and expertise, including Weil’s recognized expertise in the field of
debtors’ protections, creditors’ rights, and the administration of cases under the Bankruptcy Code.
For example, Weil currently represents or has represented, among others, the following debtors
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and their affiliates:  Ditech Holding Corporation; Walter Inv. Mgmt. Corp.; Talen Energy Supply,
LLC; SAS AB; All Year Holdings Ltd.; Evergreen Gardens Mezz LLC; CBL & Associates
Properties, Inc., Fieldwood Energy LLC; Brooks Brothers Group, Inc.; VIVUS, Inc.; CEC
Entertainment, Inc.; ORG GC Midco, LLC; NPC International, Inc.; Chisholm Oil and
GasOperating, LLC; Exide Technologies, LLC; Gavilan Resources, LLC; 24 Hour Fitness
Worldwide; SpeedCast International Limited; Skillsoft Corp.; Chinos Holdings, Inc.; Kingfisher
Midstream LLC; EP Energy Corporation; Halcon Resources Corporation; Fusion Connect, Inc.;
Insys Therapeutics, Inc.; CTI Foods, LLC; PG&E Corporation and Pacific Gas and Electric
Company; Checkout Holding Corp.; Waypoint Leasing Holdings Ltd.; LBI Media, Inc.; Sears
Holdings Corporation; Tops Holding Company LLC; Southeastern Grocers, LLC; Claire’s Inc.;
Westinghouse Electric Company LLC; TK Holdings Inc.; Angelica Corp.; Azure Midstream
Partners, LP; Memorial Production Partners LP; CHC Group Ltd.; Breitburn Energy Partners LP;
American Gilsonite Company; Aéropostale, Inc.; Fairway Group Holdings Corp.; Paragon
Offshore plc; Vantage Drilling International (f/k/a Offshore Group Investment Limited); and The
Great Atlantic and Pacific Tea Co.
10.
The Debtors have been informed that Ray C. Schrock, P.C., Candace M.
Arthur, and Natasha S. Hwangpo, partners of Weil, as well as other partners of, counsel to, and
associates of Weil who will be employed in these Chapter 11 Cases, are members in good standing
of, among others, the Bar of the State of New York and the United States District Court for the
Southern District of New York.  Applications for admission pro hac vice for Ray C. Schrock, P.C.,
Candace M. Arthur, Natasha S. Hwangpo, and certain other Weil attorneys to practice before the
Court are pending.
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11.
Accordingly, Weil is both well qualified and uniquely able to represent the
Debtors in these Chapter 11 Cases in an efficient and timely manner.
Scope of Services
12.
The services to be performed by Weil are appropriate and necessary to
enable the Debtors to execute faithfully their duties as debtors and debtors in possession and to
prosecute these Chapter 11 Cases.  Subject to further order of the Court, it is proposed that Weil
be employed to render the following professional services:
a. take all necessary actions to protect and preserve the Debtors’ estates,
including the prosecution of actions on the Debtors’ behalves, the defense
of any actions commenced against the Debtors, the negotiation of disputes
in which the Debtors are involved, and the preparation of objections to
claims filed against the Debtors’ estates;
b. prepare on behalf of the Debtors, as debtors in possession, all necessary
motions, applications, answers, orders, reports, and other papers in
connection with the administration of the Debtors’ estates;
c. take all necessary actions in connection with any chapter 11 plan and related
disclosure statement and all related documents, and such further actions as
may be required in connection with the administration of the Debtors’
estates;
d. take all necessary actions to protect and preserve the value of the Debtors’
estates; and
e. perform all other necessary legal services in connection with the
prosecution of these Chapter 11 Cases; provided, however, that to the extent
Weil determines that such services fall outside the scope of services
historically or generally performed by Weil as lead debtor’s counsel in a
bankruptcy case, Weil will file a supplemental declaration.
13.
It is necessary for the Debtors to employ attorneys to render the foregoing
professional services.  Weil has stated its desire and willingness to act in these Chapter 11 Cases
and render the necessary professional services as attorneys for the Debtors.
14.
In addition to this Application, the Debtors have filed, or expect to file
shortly, applications to employ (i) Richards, Layton & Finger, P.A. (“RLF”) as co-counsel,
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(ii) Omni Agent Solutions, Inc. as claims and noticing agent and, separately, as voting agent, and
(iii) AlixPartners LLP, as financial advisor.  The Debtors may also file applications to employ
additional professionals.  It is anticipated that the efficient coordination of efforts of the Debtors’
attorneys and other professionals will greatly add to the progress and effective administration of
these Chapter 11 Cases.
No Duplication of Services
15.
As described in the Schrock Declaration, Weil will work with RLF and the
Debtors’ other professionals to ensure a clear delineation of each firm’s respective roles in
connection with representation of the Debtors in these Chapter 11 Cases to prevent duplication of
services and ensure these Chapter 11 Cases are administered in the most efficient fashion possible.
In that regard, Weil and RLF have informed the Debtors that Weil will take the lead on the services
set forth in paragraph 12 above.  RLF’s duties will include, among other tasks: (i) providing
Delaware law expertise, including advising the Debtors and Weil on issues of local practice and
the Local Rules; (ii) communicating with the Court and the Office of the United States Trustee for
the District of Delaware (the “U.S. Trustee”) with respect to the Debtors’ filings and these Chapter
11 Cases; (iii) reviewing, commenting on, and coordinating the filing of various pleadings;
(iv) appearing in court on behalf of the Debtors; and (v) serving as lead counsel to the Debtors
with respect to matters or parties as to which Weil has a conflict and determines that it cannot (or
should not) represent the Debtors (where RLF does not similarly have a conflict).
Weil’s Disinterestedness
16.
To the best of the Debtors’ knowledge, the partners of, counsel to, and
associates of Weil do not have any connection with or any interest adverse to the Debtors, their
creditors, or any other party in interest, or their respective attorneys and accountants, except as
may be set forth herein and in the Schrock Declaration.
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17.
Based upon the Schrock Declaration, Weil is a “disinterested person” as that
term is defined in section 101(14) of the Bankruptcy Code as modified by section 1107(b) of the
Bankruptcy Code.  The Debtors have been informed that Weil will conduct an ongoing review of
its files to ensure that no disqualifying circumstances arise.  If any new material relevant facts or
relationships are discovered, Weil will supplement its disclosure to the Court accordingly.
Professional Compensation
18.
Weil is not a creditor of the Debtors’ estates.  As set forth in the Schrock
Declaration, during the 90 days prior to the Petition Date, Weil received payments and advances
in the aggregate amount of $6,133,888.13 for professional services performed and to be performed,
including in preparation for the commencement and prosecution of these Chapter 11 Cases.  Weil
has a remaining credit balance in favor of the Debtors for future professional services to be
performed, and expenses to be incurred, in connection with these Chapter 11 Cases in the amount
of $490,803.00 (the “Fee Advance”).  Weil intends to apply the Fee Advance to any outstanding
amounts relating to the period before the Petition Date that were not processed through Weil’s
billing system as of the Petition Date.  An accounting summary of payments invoiced or to be
invoiced and received by Weil in the 90 days before the Petition Date is set forth in Exhibit 3 to
the Schrock Declaration.  As of the Petition Date, the Debtors did not owe Weil any fees for
professional services performed or expenses incurred.
19.
The Debtors understand and have agreed that Weil hereafter will apply to
the Court for allowances of compensation and reimbursement of expenses in accordance with the
applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S.
Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses
Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1,
2013 (the “Fee Guidelines”), and any further orders of the Court (the “Orders”) for all
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professional services performed and expenses incurred after the Petition Date.  Subject to the
provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Fee Guidelines,
and the Orders, the Debtors propose to compensate Weil for services rendered at Weil’s customary
hourly rates that are in effect from time to time, as set forth in Schrock Declaration, and to
reimburse Weil according to its customary reimbursement policies.  The Debtors respectfully
submit that Weil’s rates and policies, as set forth in the Schrock Declaration, are reasonable.
Evergreen Retainer
20.
The Debtors propose that the remainder of the Fee Advance, after
application of any fees and expenses mentioned in paragraph 18 above, paid to Weil and not
expended for prepetition services and disbursements be treated as an evergreen retainer to be held
by Weil as security throughout these Chapter 11 Cases until Weil’s fees and expenses are awarded
by final order of the Court and payable to Weil.
21.
In this district, evergreen retainers are routinely used by professionals and
are normal business practice. See, e.g., In re Insilco Tech., Inc., 291 B.R. 628, 634 (Bankr. D. Del.
2003) (noting that “it is not disputed that the taking of evergreen retainers is a practice now
common in the market place” and that such fee arrangements have been used in this district since
the early 1990s.).  Section 328(a) of the Bankruptcy Code expressly permits the employment of
attorneys on a retainer.  In addition, the approval of an evergreen retainer in these Chapter 11 Cases
satisfies the five-part test articulated by the court in Insilco.  In particular, the Insilco court
evaluated the reasonableness of an evergreen retainer by examining:
(1) whether terms of an engagement agreement reflect normal business terms in the
marketplace; (2) the relationship between the Debtor and the professionals, i.e.,
whether the parties involved are sophisticated business entities with equal
bargaining power who engaged in an arms-length negotiation; (3) whether the
retention, as proposed, is in the best interests of the estate; (4) whether there is
creditor opposition to the retention and retainer provisions; and (5) whether, given
the size, circumstances and posture of the case, the amount of the retainer is itself
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reasonable, including whether the retainer provides the appropriate level of “risk
minimization,” especially in light of the existence of any other “risk-minimizing”
devices, such as an administrative order or a carve-out.
Id. at 634.
22.
First, the proposed terms of Weil’s engagement reflect normal business
terms in the marketplace.  Second, both Weil and the Debtors are sophisticated business entities
that have negotiated Weil’s advance as part of an arm’s length agreement.  Third, it is in the best
interest of the Debtors’ estates to provide Weil with an evergreen retainer because it ensures that
the Debtors have immediate and uninterrupted access to highly skilled and experienced counsel to
prosecute the Debtors’ Chapter 11 Cases. Fourth, the Debtors are not aware of any creditor
opposition to approval of the remainder of Weil’s advance as an evergreen retainer.  Finally, in
light of the size, scope, and posture of the Debtors’ Chapter 11 Cases, approval of the remainder
of Weil’s advance as an evergreen retainer provides Weil with an appropriate level of risk
minimization in connection with the payment of its prospective fees and costs in these Chapter 11
Cases and allows Weil to focus its efforts on providing the best possible advice without concern
over payment of fees, which is in the best interest of the Debtors and all parties-in-interest.
Notice
23.
Notice of this Motion will be provided to (a) the Office of the United States
Trustee for the District of Delaware; (b) the holders of the 30 largest unsecured claims against the
Debtors on a consolidated basis; (c) the Federal Reserve Bank; (d) Customers Bank; (e) Cross
River Bank; (f) the United States Department of Justice; (g) the Federal Trade Commission; (h) the
Small Business Administration; (i) the Internal Revenue Service; (j) the Securities and Exchange
Commission; (k) the United States Attorney’s Office for the District of Delaware; and (l) any party
that is entitled to notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”).
The Debtors believe that no further notice is required.
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No Prior Request
24.
No previous request for the relief sought herein has been made by the
Debtors to this or any other court.
WHEREFORE the Debtors respectfully request entry of the Proposed Order
granting the relief requested herein and such other and further relief as the Court may deem just
and appropriate.
Dated:  October 4, 2022
Atlanta, Georgia

KABBAGE, INC. d/b/a KSERVICING, et al.
(on behalf of itself and each of its affiliated
Debtors)

/s/ Holly Loiseau

Name:  Holly Loiseau
Title:    General Counsel and Secretary

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Exhibit A
Schrock Declaration
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UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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In re
:
Chapter 11

:

KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (       )

:

:

Debtors.1
:
(Joint Administration Requested)
------------------------------------------------------------ x

DECLARATION OF RAY C. SCHROCK, P.C.
IN SUPPORT OF APPLICATION OF DEBTORS FOR
AUTHORITY TO RETAIN AND EMPLOY WEIL, GOTSHAL & MANGES
LLP AS ATTORNEYS FOR DEBTORS EFFECTIVE AS OF PETITION DATE
Pursuant to 28 U.S.C. § 1746, I, Ray Schrock, P.C., hereby declare as follows:
1.
I am a partner of the firm of Weil, Gotshal & Manges LLP (“Weil” or the
“Firm”), an international law firm with principal offices at 767 Fifth Avenue, New York, New
York 10153; and regional offices in Washington, D.C.; Houston and Dallas, Texas; Miami,
Florida; Boston, Massachusetts; Princeton, New Jersey; Redwood Shores, California; and foreign
offices in London, United Kingdom; Frankfurt and Munich, Germany; Paris, France; Beijing,
Hong Kong and Shanghai, China.
2.
I submit this declaration (this “Declaration”) in connection with the
application submitted on the date hereof (the “Application”) of Kabbage, Inc. d/b/a KServicing
and its affiliated debtors, as debtors and debtors in possession (collectively, the “Debtors”) in the
above-captioned chapter 11 cases (the “Chapter 11 Cases”), for authority to employ and retain

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.
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Weil as their attorneys, effective as of October 3, 2022 (the “Petition Date”), at its normal hourly
rates in effect from time to time and in accordance with its normal reimbursement policies, in
compliance with sections 327(a), 328, 329, and 504 of title 11 of the United States Code (the
“Bankruptcy Code”), and to provide the disclosure required under Rules 2014(a) and 2016(b) of
the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and
2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware (the “Local Rules”).  Unless otherwise stated in this
Declaration, I have personal knowledge of the facts set forth herein.  To the extent any information
disclosed herein requires amendment or modification upon Weil’s completion of further review,
or as additional information regarding parties in interest becomes available, a supplemental
declaration will be submitted to the Court reflecting such amended, supplemented, or otherwise
modified information.
3.
Neither I, Weil, nor any partner of, counsel to, or associate of the Firm
represents any entity other than the Debtors in connection with these Chapter 11 Cases.  In
addition, except as set forth herein, to the best of my knowledge, after due inquiry, neither I, Weil,
nor any partner of, counsel to, or associate of the Firm represents any party in interest in these
Chapter 11 Cases in matters related to these Chapter 11 Cases.
Weil’s Disclosure Procedures
4.
Weil, which employs approximately 1,100 attorneys, has a large and
diversified legal practice that encompasses the representation of many financial institutions and
commercial corporations.  Weil has in the past represented, currently represents, and may in the
future represent entities that are claimants or interest holders of the Debtors in matters unrelated
to the Debtors’ pending Chapter 11 Cases.  Some of those entities are, or may consider themselves
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to be, creditors or parties in interest in these pending Chapter 11 Cases or to otherwise have
interests in these cases.
5.
In preparing this Declaration, Weil used a set of procedures developed by
Weil to ensure compliance with the requirements of the Bankruptcy Code, the Bankruptcy Rules,
and the Local Rules regarding the retention of professionals by a debtor under the Bankruptcy
Code (the “Firm Disclosure Procedures”).  Pursuant to the Firm Disclosure Procedures, Weil
performed, or caused to be performed, the following actions to identify the parties relevant to this
Declaration and to ascertain Weil’s connection to such parties:
a.
A comprehensive list of the types of entities that may have contacts with
the Debtors was developed through discussions with the Weil attorneys who
have provided services to the Debtors and in consultation with the advisors
to and senior management of the Debtors (the “Retention Checklist”).  A
copy of the Retention Checklist is annexed hereto as Exhibit 1.
b.
Weil obtained information responsive to the Retention Checklist through
several inquiries of the Debtors’ senior management and advisors and
review of documents provided by the Debtors to Weil.  Weil then used that
information, together with other information identified by Weil, to compile
a list of the names of entities that may be parties in interest in these Chapter
11 Cases (the “Potential Parties in Interest”).
c.
Weil maintains a master client database as part of its conflict clearance and
billing records.  The master client database includes the names of the entities
for which any attorney time charges have been billed since the database was
first created (the “Client Database”).  The Client Database includes the
names of all current and former clients, the names of the parties who are or
were related or adverse to such current and former clients, and the names of
the Weil personnel who are or were responsible for current and former
matters for such clients.  Weil’s policy is that no new matter may be
accepted or opened within the Firm without completing and submitting to
those charged with maintaining the conflict clearance system the
information necessary to check each such matter for conflicts, including the
identity of the prospective client, the name of the matter, adverse parties,
and, in some cases, parties related to the client or to an adverse party.
Accordingly, the database is updated for every new matter undertaken by
Weil.  The accuracy of the system is a function of the completeness and
accuracy of the information submitted by the attorney opening a new matter.
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d.
Weil compared the names of each of the Potential Parties in Interest to client
matters in the Client Database for which professional time was recorded
during the two years prior to the comparison.2  Any matches to names in the
Client Database generated by the comparison were compiled, together with
the names of the respective Weil personnel responsible for the identified
client matters (the “Client Match List”).
e.
A Weil attorney then reviewed the Client Match List and deleted obvious
name coincidences and individuals or entities that were adverse to Weil’s
clients in both this matter and the matter referenced on the Client Match
List.
f.
Using information in the Client Database concerning entities on the Client
Match List and making general and, if applicable, specific inquiries of Weil
personnel, Weil verified that it does not represent and has not represented
any entity on the Client Match List in connection with the Debtors or these
Chapter 11 Cases.
g.
In addition, a general inquiry to all Weil personnel (attorneys and staff) was
sent by electronic mail before the filing of these Chapter 11 Cases to
determine whether any such individual or any member of his or her
household (i) owns any debt or equity securities of the Debtors; (ii) holds a
claim against or interest adverse to the Debtors; (iii) is or was an officer,
director, or employee of the Debtors; (iv) is related to or has any
connections to Bankruptcy Judges in the District of Delaware; or (v) is
related to or has any connections to anyone working in the Office of the
United States Trustee for the District of Delaware (the “U.S. Trustee”).
Weil’s Connections with Debtors
6.
Weil compiled responses to the foregoing inquiries for the purposes of
preparing this Declaration.  Responses to the inquiry described in paragraph 5(g) above reflect
that, as of the Petition Date, no Weil personnel or member of the household of any Weil personnel
holds any claims against, stock of, or other interests in the Debtors3 and that no such individuals
held any significant employment with the Debtors, or is related to or has any connections to anyone

2 For purposes of the Firm Disclosure Procedures, Weil considers an entity a “former client” if professional time was
recorded within the past two years, but all matters for such client have been closed.  Because the Firm Disclosure
Procedures only reflect client activity during the past two years, matches to client matters outside that timeframe are
not reflected in this Declaration.
3 Certain Weil personnel or members of households of Weil personnel may unknowingly hold stock or other interests
in the Debtors in blind, discretionary accounts, or mutual funds.
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working in the Office of the U.S. Trustee.  Certain Weil attorneys, including attorneys working on
this matter, have previously clerked or otherwise worked with Bankruptcy Judges in the District
of Delaware.  Further, since February 28, 2022, Holly Loiseau has been the General Counsel and
Secretary of Kabbage, Inc. d/b/a KServicing.  Prior to joining the Debtors, Ms. Loiseau was
employed by and a partner at Weil.  Ms. Loiseau’s employment at Weil ended December 31, 2021.
7.
Weil previously represented Credit Suisse as agent in connection with a
warehouse lending facility with one or more of the Debtors.  The facility was repaid in
November 2019.  Since that time, the Debtors have done no further work for Credit Suisse on that
matter.
8.
Weil has rendered, among other services, corporate, litigation, and
restructuring-related legal services to the Debtors since April 2022.  Since that time, Weil has
advised the Debtors concerning their operations, disputes with key stakeholders, and strategic
restructuring alternatives.  Most recently, Weil provided the services necessary to enable the
Debtors to commence these Chapter 11 Cases.  Weil, working together with Richards, Layton &
Finger, P.A. (“RLF”), was primarily responsible for the preparation of the Debtors’ chapter 11
petitions, initial motions for “first day” relief, and applications relating to these Chapter 11 Cases
and their commencement.
 Weil’s Connections with Parties in Interest in
Matters Unrelated to These Chapter 11 Cases
9.
Either I, or an attorney working under my supervision, reviewed the
connections between Weil and the clients identified on the Client Match List and the connections
between those entities and the Debtors.  After such review, either I, or an attorney working under
my supervision, determined, in each case, that Weil does not hold or represent an interest that is
adverse to the Debtors’ estates and that Weil is a “disinterested person” as such term is defined in
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section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code,
for the reasons discussed below.
10.
Weil previously represented, currently represents, and may represent in the
future the entities described below (or their affiliates) in matters unrelated to the Debtors or these
Chapter 11 Cases.
11.
Disclosures relating to all other categories on the Retention Checklist,
annexed hereto as Exhibit 2 (the “Disclosure Schedule”), are the product of implementing the
Firm Disclosure Procedures.  Weil has not represented, does not represent, and will not represent
any entities listed on the Disclosure Schedule in matters directly related to the Debtors or these
Chapter 11 Cases.
12.
An entity is listed as a “Current Client” on the Disclosure Schedule if Weil
has any open matters for such entity or a known affiliate of such entity and attorney time charges
have been recorded on any such matters within the past two years.  An entity is listed as a “Former
Client” on the Disclosure Schedule if Weil represented such entity or a known affiliate of such
entity within the past two years based on recorded attorney time charges on a matter, but all matters
for such entity or any known affiliate of such entity have been formally closed.
13.
To the best of my knowledge and information, the annual fees for each of
the last two (2) years paid to Weil by any party listed on the Disclosure Schedule or its affiliates
on an aggregate basis did not exceed 1% of the Firm’s annual gross revenue.
14.
In addition to the foregoing, through diligent inquiry, I have ascertained no
connection, as such term is used in section 101(14)(C) of the Bankruptcy Code, as modified by
section 1107(b) of the Bankruptcy Code and Bankruptcy Rule 2014(a), between Weil and (i) the
U.S. Trustee or any person employed thereby, (ii) any attorneys, accountants, or financial
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consultants in these Chapter 11 Cases, except as set forth herein and on the Disclosure Schedule
or (iii) any investment bankers that represent or may represent the Debtors or claimants or other
parties in interest in these Chapter 11 Cases, except as set forth herein.  As part of its practice,
Weil appears in cases, proceedings, and transactions involving many different attorneys,
accountants, financial consultants, and investment bankers, some of which now or may in the
future represent the Debtors, claimants, and other parties in interest these cases.  Weil does not
have any relationship with any such attorneys, accountants, financial consultants, or investment
bankers that would be adverse to the Debtors or their estates.
15.
Additionally, the Debtors have no funded debt.  Therefore, to the best of
Weil’s knowledge, Weil has not represented any entities that hold, or may in the future hold,
certain of the Debtors’ debt in beneficial accounts on behalf of unidentified parties.  As a large
firm, Weil may represent creditors/investors of parties interested in investing in one or more parties
in interest in these cases.  Weil does not believe these relationships represent interests adverse to
a debtor.
16.
Certain of the parties in interest or affiliates or subsidiaries of parties in
interest in these Chapter 11 Cases are, were, or could be, from time to time, members or parties
related to members of ad hoc group or official creditors’ committees represented by Weil in matters
unrelated to these Chapter 11 Cases.  In such instances, Weil only represented, currently only
represents, and will only represent the committee or group, and did not represent, does not
represent, and will not represent the parties in their individual capacities.
17.
Despite the efforts described herein to identify and disclose Weil’s
connections with the parties in interest in these Chapter 11 Cases, and because of the Debtors’
numerous relationships, Weil is unable to state with certainty that every client relationship or other
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connection has been disclosed.  In this regard, Weil will continue to apply the Firm Disclosure
Procedures.  If any new material relevant facts or relationships are discovered or arise, Weil will
promptly file a supplemental disclosure with the Court.
Weil is Disinterested
18.
Based on the foregoing, insofar as I have been able to ascertain after diligent
inquiry, I believe Weil does not hold or represent an interest adverse to the Debtors’ estates in the
matters upon which Weil is to be employed, and Weil is “disinterested” as such term is defined in
section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code.
Weil’s Retainer, Rates and Billing Practices
19.
During the 90 day period prior to the Petition Date, Weil received payments
and advances in the aggregate amount of $6,133,888.13 for services performed and expenses
incurred, and also to be performed and incurred, including in preparation for the commencement
of these Chapter 11 Cases.  A summary of payments invoiced and received by Weil in the 90 days
prior to the Petition Date is set forth on Exhibit 3 annexed hereto.  As of the Petition Date, Weil
held an advance payment retainer of 490,803.00, subject to any amounts Weil intends to apply
against the retainer as set forth in paragraph 21 of the Application.
20.
Weil intends to charge the Debtors for services rendered in these Chapter
11 Cases at Weil’s normal hourly rates in effect at the time the services are rendered.  Weil’s
current customary hourly rates, subject to change from time to time, are $1,250.00 to $1,950.00
for partners and counsel, $690.00 to $1,200.00 for associates and $275.00 to $495.00 for
paraprofessionals.
21.
Weil also intends to seek reimbursement for expenses incurred in
connection with its representation of the Debtors in accordance with Weil’s normal reimbursement
policies, subject to any modifications to such policies that Weil may be required to make to comply
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with orders of this Court, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the
U.S. Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of
Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective
November 1, 2013 (the “Fee Guidelines”).  Weil’s disbursement policies pass through all out-of-
pocket expenses at actual cost or an estimated actual cost when the actual cost is difficult to
determine.  For example, with respect to duplication charges, Weil will charge $.10 per page for
black and white copies and $.50 per page for color copies in accordance with Local Rule 2016-
2(e)(iii).  Similarly, as it relates to computerized research, Weil believes that it does not make a
profit on that service as a whole, although the cost of any particular search is difficult to ascertain.
Other reimbursable expenses (whether the service is performed by Weil in-house or through a
third-party vendor) include, but are not limited to, facsimiles, overtime, overtime meals, deliveries,
court costs, costs of food at meetings, transcript fees, travel fees, and clerk fees.
22.
No promises have been received by Weil, or any partner, counsel, or
associate thereof, as to payment or compensation in connection with these Chapter 11 Cases other
than in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local
Rules, and the Fee Guidelines.  Furthermore, Weil has no agreement with any other entity to share
with such entity any compensation received by Weil or by such entity.
Coordination with Other Professionals for Debtors
23.
Weil is aware that the Debtors have submitted, or intend to submit,
applications to retain (i) RLF as co-counsel; (ii) Omni Agent Solutions, Inc. as claims and noticing
agent, and separately, as voting agent; and (iii) AlixPartners LLP, as financial advisor.  The
Debtors may seek to retain additional professionals in the near term.  Weil, together with the
Debtors’ management, intends to carefully monitor and coordinate efforts of all professionals
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retained by the Debtors in these Chapter 11 Cases and will clearly delineate their respective duties
so as to prevent duplication of effort, whenever possible.
Attorney Statement Pursuant to the Fee Guidelines
24.
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the Fee Guidelines.
Question:
Did you agree to any variations from, or alternatives to, your
standard or customary billing arrangements for this engagement?
Response:
No.
Question:
Do any of the professionals included in this engagement vary their
rate based on the geographic location of the bankruptcy case?
Response:
No.
Question:
If you represented the client in the 12 months prepetition, disclose
your billing rates and material financial terms for the prepetition
engagement, including any adjustments during the 12 months
prepetition.  If your billing rates and material financial terms have
changed postpetition, explain the difference and the reasons for the
difference.
Response:
Weil was formally engaged by the Debtors in April 2022.  Weil’s
billing rates and material financial terms have not changed since
the Debtors engaged Weil.
Question:
Has your client approved your prospective budget and staffing
plan, and, if so, for what budget period?
Response:
Weil is developing a prospective budget and staffing plan for these
Chapter 11 Cases.  Weil and the Debtors will review such budget
following the close of the budget period to determine a budget for
the following period.
25.
The foregoing constitutes the statement of Weil pursuant to sections 327(a),
328(a), 329, and 504 of the Bankruptcy Code and Bankruptcy Rules 2014(a) and 2016(b).
Conclusion
26.
The Application requests approval of the Debtors’ retention of Weil at
Weil’s normal hourly rates in effect at the time the services are rendered and in accordance with
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Weil’s normal reimbursement policies, subject to any modifications to such policies that Weil may
be required to make to comply with orders of the Court, the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules, and the Fee Guidelines.  Subject to these terms and conditions, Weil intends
to apply, pursuant to section 330 of the Bankruptcy Code, for allowance of compensation for
professional services rendered in these Chapter 11 Cases and for reimbursement of actual and
necessary expenses incurred in connection therewith in accordance with the provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Fee Guidelines.

I declare under penalty of perjury that, to the best of my knowledge and after reasonable
inquiry, the foregoing is true and correct.
Dated: October 3, 2022
/s/ Ray C. Schrock, P.C.
Ray C. Schrock, P.C.
Partner, Weil, Gotshal & Manges LLP

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Exhibit 1
Retention Checklist
(1) Debtors – exact Corporate Name (name should be the same as in the articles of
incorporation)
(2) Non Debtor Affiliates and Subsidiaries (including any partnerships and JV partners)
(3) Debtors’ Trade Names and Aliases (up to 8 years) (a/k/a, f/k/a, d/b/a)
(4) Banks/Bank Accounts
(5) Banks – Servicing
(6) Bankruptcy Judges and Staff (District of Delaware)
(7) Benefit Providers (Workers Compensation/Pension Plans/Third Party Administrators)
(8) Clerk of the Court
(9) Committees and Committee Members (including UCC)
(10) Non-Debtor Professionals (law firms, accountants, and other professionals)
(11) Contract Counterparties (includes patents and intellectual property)
(12) Current Officers and Directors (include senior management)
(13) Affiliations of Current Officers and Directors
(14) Debtors Professionals (law firms, accountants and other professionals)
(15) Former Officers and Directors (include senior management if readily available) (3
years)
(16) Affiliation of Former Officers and Directors (as of last day with company)
(17) Insurance/Insurance Provider
(18) Landlords and parties to leases
(19) Lenders, Noteholders, Administrative Agents and Indenture Trustees (includes ABL
Lenders/Term Loan Lender/Revolver/Collateral Agents/Prepetition & Proposed
Postpetition)
(20) List of Secured Creditors
(21) Top 30 Unsecured Creditors
(22) Litigation Counterparties/Litigation Pending Lawsuits (includes threatened litigation)
(23) Litigation - Governmental Investigations Agencies
(24) Other Parties in Interest (Notice of Appearance Parties, Ombudsman, any other person
or group appointed)
(25) Other Professionals
(26) Regulatory and Government (Federal, State, and Local)
(27) Significant Customers
(28) Significant Shareholders (more than 5% of equity)
(29) Taxing Authorities (Federal, State, and Local; trust fund, use property, franchise, sales)
(30) UCC Search Results/UCC Lien Search Results
(31) Unions
(32) United States Attorney’s Office for the District of Delaware
(33) United States Trustee and Staff (District of Delaware)
(34) Utility Providers/Utility Brokers
(35) Vendors/Suppliers (includes critical, foreign, common carrier, shippers, warehousemen,
customs duties, brokers charges, facilities provider, etc.)
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1. Debtors

(1) Kabbage, Inc.
(2) Kabbage Asset Securitization LLC
(3) Kabbage Asset Funding 2017-A LLC
(4) Kabbage Asset Funding 2019-A LLC
(5) Kabbage Canada Holdings, LLC
(6) Kabbage Diameter, LLC

2. Non-Debtor Affiliates and Subsidiaries (including any partnerships and JV
partners)

(1) Kabbage Financial Services Limited (UK entity)
(2) Kabbage India Private Limited (India entity)

3. Debtors’ Trade Names and Aliases (up to 8 years) (a/k/a, f/k/a, d/b/a)

(1) d/b/a KServicing
(2) d/b/a KServicing Corp.
(3) d/b/a KServicing, Inc.

4. Banks/Bank Accounts

(1) Celtic Bank
(2) Primis Bank
(3) Synovus Bank (Synovus Financial Corp.)

5. Banks – Servicing

(1) Celtic Bank
(2) Cross River Bank
(3) Customers Bank
(4) HCG (a/k/a Home Capital Group Inc.)
(5) Stone Ridge

6. Bankruptcy Judges and Staff for the District of Delaware

(1) Al Lugano
(2) Cacia Batts
(3) Catherine Farrell
(4) Chief Judge Laurie Selber Silverstein
(5) Claire Brady
(6) Demitra Yeager
(7) Jill Walker
(8) Joan Ranieri
(9) Judge Ashely M. Chan
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(10) Judge Brendan L. Shannon
(11) Judge Craig T. Goldblatt
(12) Judge John T. Dorsey
(13) Judge J. Kate Stickles
(14) Judge Karen B. Owens
(15) Judge Mary F. Walrath
(16) Laura Haney
(17) Laurie Capp
(18) Lora Johnson
(19) Marquietta Lopez
(20) Nickita Barksdale
(21) Paula Subda
(22) Rachel Bello
(23) Robert Cavello

7. Benefit Providers (Workers Compensation/Pension Plans/Third Party
Administrators)

(1) Blue Cross Blue Shield of California
(2) Hawaii Medical Service Association (HMSA) - Blue Cross Blue Shield of Hawaii
(3) Insperity, Inc.
(4) Kaiser Permanente
(5) New York Life
(6) New York Life (f/k/a Cigna)
(7) Optum Bank
(8) UnitedHealthcare
(9) UnitedHealthcare Dental
(10) UnitedHealthcare of California
(11) VSP Choice

8. Clerk of the Court

(1) Una O’Boyle

9. Committees and Committee Members

[Unknown at this time]

10. Non-Debtors Professionals (law firms, accountants, and other professionals)

(1) Cleary Gottlieb Steen & Hamilton LLP
(2) Holland & Knight LLP
(3) Quinn Emmanuel Urquhart & Sullivan LLP
(4) [UCC Legal]
(5) [UCC Financial]

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11. Contract Counterparties (includes patents and intellectual property)

(1) Abel Commercial Funding
(2) Airbnb, Inc.
(3) American Nation Bank
(4) Alexandra Schieren
(5) A-Lign Assurance
(6) A-Lign Compliance and Security, Inc.
(7) Altabank
(8) American Express Travel Related Services Company, Inc.
(9) Andy Mei
(10) Anthony Gallucci
(11) Apisero, Inc.
(12) Aprio, LLP
(13) Automation Anywhere, Inc.
(14) Azlo Business, Inc.
(15) Bank of Bird in Hand
(16) Become Technological Solutions, Inc.
(17) Better Impression Ltd.
(18) Bhayva Brundavanam
(19) Big Think Capital
(20) Biz2credit
(21) BlackLine Systems, Inc.
(22) Bonduel State Bank
(23) Bradley Wells
(24) Carter Bank & Trust
(25) Catherine Pargeter
(26) Celtic Bank Corporation
(27) CentSai
(28) Cobbs Allen Capital, LLC d/b/a CAC Specialty
(29) CommerceOne Bank
(30) Community Financial Services Bank
(31) Community National Bank
(32) CoreCard Software, Inc.
(33) Credit Suisse
(34) Crestmont Capital, LLC
(35) Cross River Bank
(36) CSC
(37) Cullum Financial LLC d/b/a Walloot
(38) Customer Bank
(39) David Rodin
(40) David Snitkof
(41) David Stein d/b/a Law Office of David Stein d/b/a David Stein Law Group
(42) Daysmart
(43) Debt Settlement Info Bank
(44) Docusign
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(45) Dorado Real Estate, Inc d/b/a Host Financial
(46) Dynamic Recovery Solutions, LLC
(47) Endurance International Group, Inc.
(48) East West Bank
(49) Emprise Bank
(50) Erik Goshin
(51) Evangelical Christian Credit Union (ECCU)
(52) Ernst & Young LLP
(53) Farm Credit East, ACA
(54) Farm Credit West, ACA
(55) Federal Reserve
(56) First Florida Credit Union
(57) First National Bank of Syracuse
(58) five9 Inc.
(59) FNBC Bank and Trust
(60) Forensic Risk Alliance Inc.
(61) Fortis Advisors, LLC
(62) Fortis Private Bank
(63) Frank Sauer
(64) Fraz Khalil
(65) GoDaddy.com, LLC
(66) Guggenheim Securities, LLC
(67) Guideline
(68) Guillaume Poirier
(69) Hi Tech Capital
(70) Hyperion Bank
(71) Innovative Funding Solutions, Inc.
(72) Investar Bank, National Association
(73) Investment 360
(74) InscribeAI, Inc.
(75) Insperity
(76) Invariant LLC
(77) iAdvance Now Inc.
(78) James Candalino
(79) James Frohnhofer
(80) Jason Dolinger
(81) Jason Hwa
(82) Jonathan Kelfer
(83) Jones Day
(84) Karrot
(85) KLDiscovery Ontrack, LLC
(86) Kroll Associates, Inc.
(87) Legacy Bank Colorado
(88) Lendio, Inc.
(89) Level Up Funding LLC
(90) LexisNexis Risk Solutions FL Inc.
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(91) Lexolution, LLC
(92) Liam Von Thien
(93) LIG International LLC
(94) Lincoln and Morgan, LLC
(95) Llano National Bank
(96) Macquarie
(97) Major, Lindsey & Africa
(98) Marqeta, Inc
(99) MasterCard International Incorporated
(100) Matt Burton
(101) Mechanics Bank
(102) Merchant and Manufacturers Bank
(103) Mission Capital d/b/a SBG Funding
(104) Moore Colson & Company, P.C.
(105) MorganFranklin Consulting, LLC
(106) Mountainseed Real Estate Services, LLC
(107) National Check Resolution, Inc.
(108) Natural Intelligence Ltd.
(109) Nicholas DelZingaro
(110) Northern California National Bank
(111) Northwest Farm Credit Services, FLCA
(112) Okta, Inc.
(113) OnCourse Learning d/b/a BankersEdge
(114) Option 1 Partners, LLC
(115) Orchard App, Inc.
(116) P.A.R. Consulting d/b/a US Business Funding
(117) People Bank
(118) PharmaCentra LLC
(119) Prospera Credit Union
(120) Providence Bank
(121) Quick Funding Solutions LLC
(122) Radius Intelligence, Inc.
(123) Redwood Growth Capital, LLC
(124) Red River Bank
(125) ReliaQuest Holdings, LLC
(126) Resource Bank
(127) Salesforce
(128) Sam Zakalik
(129) Sound Point Capital Management, LP
(130) South State Bank
(131) Stericycle Inc.
(132) Strategic Capital
(133) Synovus
(134) The Law Office of Hayes & Welsh
(135) The National Directory of Registered Tax Return Preparers & Professionals Ltd
(136) The Poplar Grove State Bank
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(137) The Provident Bank
(138) TransUnion Risk and Alternative Data Solutions, Inc. (TRADS)
(139) Trevelino/Keller and Groovy Studios
(140) TrustArc Inc.
(141) United Capital Source Inc
(142) United Resources Enterprise Corp. d/b/a Brickell Capital Finance
(143) Upwise Capital, LLC
(144) URS Technologies Solutions LLC
(145) Vaco LLC
(146) Venture Lending & Leasing VII, Inc.
(147) Venture Lending & Leasing VIII, Inc.
(148) Visa U.S.A. Inc.
(149) Vital Outsourcing Services, Inc.
(150) Walker Morris
(151) WeTravel, Inc.
(152) Wheaten Financial, Inc.
(153) Xact Data Discovery
(154) Yuhui Yang
(155) Zendesk
(156) Zip Capital Group, LLC
(157) ZMC & Associates LLC

12. Current Officers and Directors (include senior management)

Current Officers

(1) Salim Kafiti
(2) Ian Cox
(3) Holly Loiseau
(4) David Walker
(5) Laquisha Milner
(6) Donna Evans

Current Directors

(1) Laquisha Milner
(2) Robin Gregg
(3) Eric Hartz (dba CorporateHartz, LLC)
(4) John Hebert
(5) Lawrence X. Taylor

Current Independent Manager

(1) John Hebert

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13. Affiliations of Current Officers and Directors

(1) American Chemistry Council
(2) Corporation Service Company (CSC)
(3) Solomon’s Temple
(4) Vector Solutions
(5) M2 Business Group, LLC
(6) Point Predictive
(7) DRUM Technologies
(8) Roadsync
(9) Lending Science
(10) PadSplit
(11) Emory Goizueta Business School
(12) Nexus Circular
(13) 1847 Holdings
(14) Item 9 Labs
(15) Barrie House Coffee Roasters
(16) CLP Holdings III, LLC
(17) Taylor Strategy Group
(18) National Association of Corporate Directors
(19) Arizona State University
(20) Major Lindsey & Africa
(21) Automatic Data Processing, Inc. (ADP)
(22) Clairvoyant Ventures, LLC
(23) Kafiti Real Estate Group, Inc.
(24) Electrolux AB
(25) Libra Risk Management
(26) Creative Essentials, LLC
(27) National Bar Association Executive Committee, Commercial Law Section
(28) Moore Colson
(29) Magnolia Trust Company

14. Debtors Professionals (law firms, accountants and other professionals)

(1) AlixPartners, LLP
(2) Forensic Risk Alliance Inc.
(3) Greenberg Traurig, LLP
(4) Jones Day
(5) KPMG
(6) McGuireWoods LLP
(7) Omni Agent Solutions
(8) Richard Layton & Finger
(9) Weil, Gotshal & Manges LLP

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15. Former Officers and Directors (include senior management if readily available) (3
years)

(1) Daniel Scott Eidson
(2) Jon Hoffman
(3) Julia McCullough
(4) Kathryn Petralia
(5) Kimberly Withrow
(6) L. Scott Askins
(7) Marc Gorlin
(8) Oneal Bhambani
(9) Robert Frohwein
(10) Spencer Robinson
(11) Troy Deus

16. Affiliation of Former Officers and Directors (as of last day with company)

(1) Corporation Service Company
(2) DRUM Technologies, Inc.
(3) Tricolor Auto Group, LLC
(4) PadSplit
(5) Kimberly F. Withrow Law
(6) eCapital Corp.
(7) Bibby Financial Services
(8) American Express
(9) Roadie
(10) Flutterwave
(11) Keep Financial Technologies, Inc.

17. Insurance/Insurance Provider

(1) AIG Specialty Insurance Company
(2) Atlantic Specialty Insurance Company
(3) Berkshire Hathaway Specialty Insurance Company
(4) Cobbs Allen Capital, LLC d/b/a CAC Specialty
(5) Endurance American Insurance Company c/o Sompro Pro
(6) Everest National Insurance Company
(7) Marsh USA Inc.
(8) National Union Fire Insurance Company of Pittsburgh, Pa.
(9) QBE Insurance Corporation
(10) XL Specialty Insurance Company

18. Landlords and Parties to Leases

(1) 730 Midtown SVP, LLC (Lincoln Property Company)

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19. Lenders, Noteholders, Administrative Agents and Indenture Trustees

(1) Credit Suisse
(2) Guggenheim
(3) Macquarie
(4) U.S. Bank

20. List of Secured Creditors

(1) Reserve Bank of San Francisco
[The Company only has one secured creditor]

21. 30 Top Unsecured Creditors

(1) Cross River Bank
(2) Customers Bank
(3) Federal Reserve Bank of San Francisco
(4) U.S. Department of Justice – Civil Division, Commercial Litigation
(5) Federal Trade Commission
(6) Small Business Bureau
(7) American Express Kabbage Inc.
(8) Biz2X LLC
(9) Vital Outsourcing Services Inc.
(10) Vaco LLC
(11) Transunion Risk and Alternative Data Solutions
(12) URS Technologies Solutions LLC
(13) MorganFranklin Consulting, LLC
(14) KLDiscovery Ontrack, LLC
(15) Amazon Webservices
(16) Google LLC
(17) Moore Colson
(18) Major, Lindsey & Africa / Allegis Group Holdings Inc.
(19) RSM US LLP
(20) Goodwin Proctor LLP
(21) Libra Risk Management
(22) Slack Technologies, LLC
(23) Option 1 Partners LLC
(24) Thomas E. Austin Jr., LLC
(25) Box
(26) TKCG, Inc.
(27) Corporation Service Company
(28) Microsoft
(29) Lanier Parking Solutions I, LLC
(30) Jason Carr, Vicki LeMaster, Edward Ford Services LLC, Carlton Morgan¸ 365 Sun LLC
and Candice Worthy, individually and as putative plaintiffs on behalf of the proposed class

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22. Litigation Counterparties/Litigation Pending Lawsuits – includes threatened
litigation

(1) 365 Sun LLC
(2) Alison F. Kanne
(3) Bosco Seungchul Baek
(4) Calvin L. Erby, II
(5) Candice Worthy
(6) Carlton Morgan
(7) Celtic Bank Corporation d/b/a Celtic Bank
(8) Christina R. King
(9) Cole Ratias
(10) Customers Bank
(11) Douglas Biviano
(12) Edward Ford Services, LLC
(13) Eric L. Lifschitz
(14) Eva Merian Spahn
(15) First Home Bank
(16) Florida Veterinary Behavior Service
(17) George Pullen
(18) Greenberg Traurig
(19) Henry Anesthesia Associates, LLC
(20) Holland & Knight, LLP
(21) Jason Russell Carr
(22) Jennifer Pullen
(23) Jeremy Sternberg
(24) John P. Mertens
(25) Joshua Borger
(26) JP Morgan Chase Bank, N.A.
(27) Justin E. Proper
(28) Keith W. Berglund
(29) LaDonna Wiggins
(30) Latoya Clark
(31) Lauren B. Veggian
(32) Law Office of James A. Flanagan
(33) Law Offices of Eric L. Lifschitz
(34) Leslie K. Rinaldi
(35) Lexington National Insurance Corporation
(36) Love Watch Hill & Sailors Haven, Inc.
(37) Luxx Lashes by Lay, LLC
(38) Marco Bell
(39) MaryBeth V. Gibson
(40) Melissa Davis Lowe
(41) Ogier, Rothschild & Rosenfeld P.C.
(42) Pia Hoyt Law Firm
(43) Power Bail Bonds
Case 22-10951-CTG    Doc 48-1    Filed 10/05/22    Page 34 of 54

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RLF1 28018298V.1
(44) Rice Pugatch Robinson Storfer & Cohen PLLC,
(45) Richard A. Marshack
(46) Richard Storfer
(47) Shulman Bastian Friedman & Bui LLP
(48) SM Novelties
(49) Smooth & EZ Merchant Funding
(50) Squeeze-It Corp.
(51) Strategic Elements, LLC
(52) Tamara Miles Ogier, Chapter 11 Subchapter V Trustee
(53) Tastetunup, LLC
(54) The Berglund Group
(55) The Cardoza Law Corporation
(56) The Finley Firm, P.C
(57) Vicki LeMaster
(58) Wandro & Associates, P.C.
(59) White & Williams, LLP

23. Litigation - Governmental Investigations Agencies

(1) U.S. Federal Trade Commission
(2) U.S. Department of Justice – Massachusetts
(3) U.S. Department of Justice – Eastern District of Texas
(4) The Small Business Administration (SBA)
(5) The United States House Representatives Select Subcommittee on the Coronavirus Crisis

24. Other Parties in Interest (Notice of Appearance Parties, Ombudsman, any other
person or group appointed)

[Unknown at this time]

25. Other Professionals

(1) Akin Gump Strauss Hauer & Feld LLP
(2) Bailey Duquette
(3) Dentons US LLP
(4) Davis Polk & Wardwell LLP
(5) Goodwin Procter LLP
(6) Green & Sklartz
(7) Hayes & Welsh
(8) Mandelbaum Salsburg, P.C.
(9) RSM US LLP
(10) Sidley Austin LLP
(11) Thomas E. Austin
(12) Windham Brannon

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RLF1 28018298V.1
26. Regulatory and Government (Federal, State, and Local)

(1) Delaware Attorney General – Kathy Jennings
(2) Federal Deposit Insurance Corporation
(3) Federal Reserve
(4) Federal Trade Commission
(5) Internal Revenue Service
(6) Office of Foreign Assets Control
(7) Small Business Administration
(8) U.S. Securities and Exchange Commission
(9) United States Attorney for the District of Delaware – David C. Weiss
(10) United States Department of Justice

27. Significant Customers

(1) Celtic Bank
(2) Cross River Bank
(3) Customers Bank
(4) HCG (a/k/a Home Capital Group Inc.)
(5) Stone Ridge
(6) FleetCor Technologies, Inc.
(7) Relief Without Borders LLC
(8) SJ Medical PLLC
(9) Go Africa Flobal LLC
(10) Cuisine 365 Mobile Inc
(11) New Legend, Inc
(12) Jlite Motors
(13) Boom Rewards LLC
(14) David Horvath PA
(15) Wiggins & Graham Enterprise LLC
(16) Pink Lady Line
(17) R and L Arcade INC
(18) Potomac Valley Operator LLC
(19) Source Allies, Inc.
(20) European Service at Home Inc
(21) Tigris, LLC
(22) AREPII SA Hotel LLC
(23) Aspen River Candle Company
(24) Big Shot LLC
(25) Wesley Aron Mock LLC
(26) Club One Casino, Inc
(27) Brian Bui Inc
(28) repairo llc
(29) California Freight Solutions Corp
(30) Torque Power Equipment Repairs
(31) PG Medical Lab
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RLF1 28018298V.1
(32) Energy Efficient Construction Solutions
(33) Trusted Communications LLC
(34) Horizon 5 Lakes LLC
(35) Wingfield Leigh Industries, Inc
(36) Allegro School, Inc.
(37) Dog Training With Mario Holland LLC
(38) A One Roof Management and Construction, INC.
(39) Koger Industrial Staffing, LLC
(40) Provident Investment Realty, LLC
(41) Flair Group Inc
(42) Rex Therapeutics LLC
(43) IMR Contracting Corp
(44) Gods Anointed Youth Ministry
(45) Showtime on the Piers, LLC.
(46) Summit Truck Line
(47) K Weaver Properties LLC
(48) Ences Services Inc
(49) Federal Credit Union
(50) Heart Living Centers of Colorado, LLC
(51) Agee Construction Corporation
(52) 1 Ponce de Leon LLC
(53) Bustro Inc
(54) Francis Joseph Capital Inc
(55) DataSync Inc
(56) SMELifestyle, inc
(57) Crown Management Services, LLC
(58) SUITE Media Productions & Management LLC
(59) Gourmet Nut Inc
(60) Propel Opportunity Fund Inc.
(61) Keystrokes Transcription Service Inc
(62) E. Mishan & Sons
(63) Russell Road Food and Beverage LLC

28. Significant Shareholders (more than 5% of equity)

(1) Softbank Vision Fund (AIV M2) L.P.
(2) Blue Run Ventures IV, L.P.
(3) Thomvest Ventures Ltd.
(4) MDV Ix, L.P. c/o Mohr Davidow Ventures
(5) SoftBank PriceVille Investments, L.P.

29. Taxing Authorities (Federal, State, and Local; trust fund, use property, franchise,
sales)

(1) Alabama Department of Revenue
(2) California Franchise Tax Board
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RLF1 28018298V.1
(3) Georgia Department of Revenue
(4) Internal Revenue Service
(5) North Carolina Department of Revenue
(6) New York State Department of Finance
(7) New York City Department of Finance
(8) Pennsylvania Department of Revenue

30. UCC Search Results/UCC Lien Search Results

(1) CHTD Company
(2) CIT
(3) CIT Bank, N.A.
(4) Cross River Bank
(5) CSC
(6) Direct Capital Corporation
(7) Federal Reserve Bank of San Francisco
(8) Financial Agent Services
(9) Fulton County, Georgia Tax Commissioner
(10) Secured Lender Solutions, LLC
(11) U.S. Bank
(12) Wilmington Savings Fund Society, FSB

31. Unions

N/A

32. United States Attorney’s Office for the District of Delaware

(1) David C. Weiss

33. United States Trustee and Staff for the District of Delaware

(1) Andrew R. Vara
(2) Joseph McMahon
(3) David Buchbinder
(4) Linda Casey
(5) Joseph Cudia
(6) Timothy J. Fox, Jr.
(7) Benjamin Hackman
(8) Jane Leamy
(9) Hannah M. McCollum
(10) Linda Richenderfer
(11) Juliet Sarkessian
(12) Richard Schepacarter
(13) Rosa Sierra-Fox
(14) Lauren Attix
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RLF1 28018298V.1
(15) Shakima L. Dortch
(16) Christine Green
(17) Ramona Harris
(18) Angelique Okita
(19) Edith A. Serrano
(20) Dion Wynn
(21) Denis Cooke
(22) Holly Dice
(23) Nyanquoi Jones
(24) James R. O'Malley
(25) Michael Panacio
(26) Diane Giordano

34. Utility Providers/Utility Brokers

(1) Cogent Communications, Inc.
(2) Five9 Inc.

35. Vendors/Suppliers (includes critical, foreign, common carrier, shippers,
warehousemen, customs duties, brokers charges, facilities provider, etc.)

(1) A-Lign
(2) Allegis Group Holdings Inc
(3) American Express Kabbage Inc.
(4) Biz2X LLC
(5) BlackLine Systems, Inc.
(6) Box
(7) DataBricks
(8) Five9
(9) Fusion Cloud Services LLC
(10) Google Duo
(11) Google Workspace
(12) HP Holdings, Inc. (dba Invariant LLC)
(13) InscribeAI, Inc.
(14) KLDiscovery Ontrack, LLC
(15) Kroll Associates, Inc.
(16) Lexolution
(17) Libra Risk Management
(18) MLA
(19) Moore Colson
(20) MorganFranklin Consulting, LLC
(21) Option 1 Partners LLC
(22) ReliaQuest Holdings, LLC
(23) Salesforce.com
(24) Sage Intacct, Inc.
(25) Slack
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RLF1 28018298V.1
(26) TLO
(27) Transunion Risk and Alternative Data Solutions
(28) URS Technologies Solutions LLC
(29) Vaco LLC
(30) Vital Outsourcing Services Inc.
(31) Willis Towers Watson US LLC
(32) Zendesk

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RLF1 28018298V.1
Exhibit 2
Disclosure Schedule
Matched Entity
Relationship to Debtors
Relationship to Weil
AIG Specialty Insurance Company
Insurance/Insurance Provider
Affiliate or Subsidiary
of Current Client
AlixPartners, LLP
Debtors Professionals
Current Client
Atlantic Specialty Insurance Company
Insurance/Insurance Provider
Related to Current Client
Amazon Web Services
Top Unsecured Creditors
Related to Current Client
Berkshire Hathaway Specialty
Insurance Company
Insurance/Insurance Provider
Related to Former Client
Cobbs Allen Capital, LLC d/b/a CAC
Specialty
Insurance/Insurance Provider
Contract Counterparties
Current Client
Credit Suisse1
Contract Counterparties
Lenders, Noteholders,
Administrative Agents and
Indenture Trustees
Current Client
Ernst & Young LLP
Contract Counterparties
Affiliate or Subsidiary
of Former Client

Fleetcor Technologies, Inc.
Significant Customers
Related to Current Client
Fortis Advisors, LLC
Fortis Private Bank
Contract Counterparties
Current Client
Fusion Cloud Services LLC
Vendors / Suppliers
Current Client
Guggenheim Securities, LLC
Contract Counterparties
Lenders, Noteholders,
Administrative Agents and
Indenture Trustees
Current Client
JP Morgan Chase Bank, N.A.
Litigation Counterparties /
Litigation Pending Lawsuits
Current Client
Kaiser Permanente
Benefit Providers
Affiliate or Subsidiary
of Current Client
Kroll Associates, Inc.
Contract Counterparties
Vendors/Suppliers
Affiliate or Subsidiary
of Current Client

1 Weil previously represented Credit Suisse as agent in connection with a warehouse lending facility with one or more
of the Debtors.  The facility was repaid in November 2019.  Since that time, the Debtors have done no further work
for Credit Suisse on that matter.
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RLF1 28018298V.1
Matched Entity
Relationship to Debtors
Relationship to Weil
LexisNexis Risk Solutions FL Inc.
Contract Counterparties
Affiliate or Subsidiary
of Current Client
Macquarie
Contract Counterparties
Lenders, Noteholders,
Administrative Agents and
Indenture Trustees
Affiliate or Subsidiary
of Current Client
Marsh USA Inc.
Insurance/Insurance Provider
Affiliate or Subsidiary
of Current Client
MasterCard International Incorporated
Contract Counterparties
Current Client
Microsoft
Top 30 Unsecured Creditors
Current Client
National Union Fire Insurance
Company of Pittsburgh, Pa.
Insurance/Insurance Provider
Current Client
QBE Insurance Corporation
Insurance/Insurance Provider
Related to Current Client
Softbank Vision Fund (AIV M2) L.P.
SoftBank PrinceVille Investments, L.P.
Significant Shareholders
Affiliate or Subsidiary
of Current Client
Stone Ridge
Banks – Servicing
Significant Customers
Affiliate or Subsidiary
of Current Client
U.S. Bank
Lenders, Noteholders,
Administrative Agents and
Indenture Trustees
UCC Search Results/UCC Lien
Search Results
Current Client
U.S. Department of Justice
Top Unsecured Creditors
Related to Current Client
U.S. Department of Justice – Eastern
District of Texas
Litigation - Governmental
Investigations Agencies
Related to Current Client
U.S. Department of Justice -
Massachusetts
Litigation - Governmental
Investigations Agencies
Related to Current Client
Visa U.S.A. Inc.
Contract Counterparties
Affiliate or Subsidiary
of Current Client
Willis Towers Watson US LLC
Vendors/Suppliers
Current Client
XL Specialty Insurance Company
Insurance/Insurance Provider
Affiliate or Subsidiary
of Current Client

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RLF1 28018298V.1
Exhibit 3
Summary of Payments
Invoice Date
Invoice #
Description
Transaction
Type
Billings
Payments
Fee Advance
Balance
Fees
Costs
Fee Advance
Requests
Total Fees &
Costs Billed
Payment
Type
Payment
Date
Payment
Received

$500,000.00
07/08/22
2022007984
Through
6/14/2022
Bill
$487,031.50
$5,027.59

$492,059.09
Wire
07/14/22
$492,059.09
$500,000.00

07/20/22
2022008380
Through
6/30/2022
Bill
$498,645.50
$727.47

$499,372.97
Wire
07/21/22
$499,372.97
$500,000.00

07/22/22
2022008634

Fee Advance

$300,000.0

Wire
07/28/22
$300,000.00
$800,000.00

07/29/22
2022009002
Through
7/28/22
Bill
$781,506.50
$4,805.85
$786,312.35
$786,312.35
Fee Advance
Application
07/29/22
$786,312.35
$13,687.65

Fee Advance

Wire
08/05/22
$786,312.35
$800,000.00

08/16/22
2022009635
Through
8/12/22
Bill
$791,583.00
$6,249.75
$797,832.75
$797,832.75
Fee Advance
Application
08/16/22
$797,832.75
$2,167.25

Fee Advance

$100,000.00

Wire
08/19/22
$100,000.00
$102,167.25

Wire
08/19/22
$797,832.75
$900,000.00

08/31/22
2022010431
Through
8/31/22
Bill
$813,743.50
$3,508.35
$817,251.85
$817,251.85
Fee Advance
Application
08/31/22
$817,251.85
$82,748.15

Fee Advance

Wire
09/01/22
$817,251.85
$900,000.00

09/14/22
2022010848
Through
9/14/22
Bill
$698,347.00
$1,021.54
$699,368.54
$699,368.54
Fee Advance
Application
09/14/22
$699,368.54
$200,631.46

Fee Advance

Wire
09/15/22
$699,368.54
$900,000.00

09/26/22
2022011413
Through
9/23/22
Bill
$756,138.50
$2,623.58
$758,762.08
$758,762.08
Fee Advance
Application
09/26/22
$758,762.08
$141,237.92

Fee Advance

Wire
09/28/22
$758,762.08
$900,000.00

09/29/22
2022011753
Through
9/28/22
Bill
$500,809.00
$14,086.00
$514,895.00
$514,895.00
Fee Advance
Application
09/29/22
$514,895.00
$385,105.00

Fee Advance

Wire
09/29/22
$514,895.00
$900,000.00

10/03/22
2022011878
Through
9/30/22
Bill
$367,875.00
$158.50
$368,033.50
$368,033.50
Fee Advance
Application
10/03/22
$368,033.50
$531,966.50

Fee Advance

Wire
10/03/22
$368,033.50
$900,000.00
10/03/22
2022011922
Through
10/3/22
Bill
$409,197.00
$0.00
$409,197.00
$409,197.00
Fee Advance
Application
10/03/22
$409,197.00
$490,803.00
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RLF1 28018298V.1
Exhibit B
Loiseau Declaration
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RLF1 28018298V.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
------------------------------------------------------------ x

In re
:
Chapter 11

:

KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (       )

:

:

Debtors.1
:
(Joint Administration Requested)
------------------------------------------------------------ x

DECLARATION OF HOLLY LOISEAU IN SUPPORT OF
APPLICATION OF DEBTORS FOR AUTHORITY TO RETAIN AND
EMPLOY WEIL, GOTSHAL & MANGES LLP AS ATTORNEY FOR DEBTORS
EFFECTIVE AS OF PETITION DATE

Pursuant to 28 U.S.C. § 1746, I, Holly Loiseau, hereby declare as follows:
1.
I am the General Counsel and Secretary of Kabbage, Inc. d/b/a KServicing
(“KServicing” or the “Company”)).  In my current role, I am responsible for supervising outside
counsel and monitoring and managing legal fees and expenses.
2.
On the date hereof (the “Petition Date”), the Debtors each commenced with
this Court voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United
States Code (the “Bankruptcy Code”).  I submit this declaration (the “Declaration”) in support
of the Application (the “Application”)2 of KServicing and its debtor affiliates, as debtors and
debtors in possession (collectively, the “Debtors”), pursuant to sections 327(a) and 328(a) of the
Bankruptcy Code, Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the

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 otherwise herein defined shall have the meanings ascribed to such terms in the
Application.
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2

RLF1 28018298V.1
“Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local Rules of Bankruptcy Practice
and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local
Rules”), for authority to retain and employ Weil, Gotshal & Manges LLP (“Weil” or the “Firm”),
as attorneys for the Debtors effective as of the Petition Date.
3.
This Declaration is provided pursuant to Paragraph D.2 of the U.S. Trustee
Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed
under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective
November 1, 2013 (the “Fee Guidelines”).  Except as otherwise indicated herein, the facts set
forth in this Declaration are based upon my personal knowledge, information provided to me by
the Debtors’ employees or advisors, or my opinion based upon knowledge and experience as
General Counsel and Secretary for the Debtors.  I am authorized to submit this Declaration on
behalf of the Debtors.
4.
The Debtors recognize that a comprehensive review process is necessary
when selecting and managing chapter 11 counsel to ensure that their bankruptcy professionals are
subject to the same client-driven market forces, security, and accountability as professionals in
non-bankruptcy engagements.  The Debtors engaged Weil in April 2022 to advise the Debtors in
connection with exploring strategic options to address concerns with the Debtors’ operations,
pending litigations, and disputes with key stakeholders.  The Debtors chose Weil based upon
Weil’s reputation and experience in the restructuring field, upon the Debtors’ particular
circumstances, and upon discussions with Weil’s attorneys who were proposed to work on this
matter.
5.
Weil has confirmed to me that the Firm does not vary its billing rates or the
material terms of an engagement depending on whether such engagement is a bankruptcy or a
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3

RLF1 28018298V.1
non-bankruptcy engagement.  Weil has advised me that its current customary U.S. hourly rates are
$1,250.00 to $1,950.00 for partners and counsel, $690.00 to $1,200.00 for associates and $275.00
to $495.00 for paraprofessionals.  It is my understanding that Weil reviews and adjusts its billing
rates annually.  Weil has advised me that it will inform the Debtors of any adjustment to its existing
rate structure.
6.
I am informed by Weil that its attorneys’ billing rates are aligned each year
to ensure that its rates are comparable to the billing rates of its peer firms.  To the extent that there
is any disparity in such rates, however, I nevertheless believe that Weil’s retention by the Debtors
is warranted in these cases for the reasons set forth in the Debtors’ Application.
7.
I understand that Weil’s fees and expenses will be subject to periodic review
on a monthly, interim, and final basis, as applicable, during the pendency of these Chapter 11
Cases by, among other parties, the Office of the United States Trustee, and the Debtors, in
accordance with the terms of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and
order of the Court governing the procedures for approval of interim compensation of professionals
retained in chapter 11 cases.
8.
As General Counsel and Secretary, I supervise and manage legal fees and
expenses incurred by the Debtors’ outside counsel.  I review the Debtors’ outside counsel invoices
and authorize all legal fees and expenses prior to the payment of such fees to outside counsel.  In
so doing, I assure that all requested fees and expenses are reasonable and correspond with
necessary or beneficial services rendered on behalf of the Debtors’ and their estates.  The
aforementioned review and approval process does not differ when the Debtors employ outside
counsel for non-bankruptcy matters.  Moreover, Weil has informed me that the Debtors will be
provided with the opportunity to review all invoices and request adjustments to such invoices to
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4

RLF1 28018298V.1
the extent that the Debtors determine that such adjustments are necessary and appropriate, which
requests will be carefully considered by Weil.
9.
Weil and the Debtors are in the process of developing a prospective budget
and staffing plan for the first interim period of these Chapter 11 Cases.  The Debtors recognize
that in a large chapter 11 case such as this, it is possible that there may be unforeseen fees and
expenses that will need to be addressed by the Debtors and Weil.  The Debtors also recognizes that
it is their responsibility to monitor closely the billing practices of Weil and its other counsel to
ensure that fees and expenses paid by the 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 Weil, and, together with Weil,
will periodically amend the budgets and staffing plans to reflect developments in these cases as
applicable.
10.
As is the Debtors’ historical practice, the Debtors will continue to monitor
the fees and expense reimbursement process during these Chapter 11 Cases and ensure that the
Debtors are an active participants in that process.  Recognizing that every chapter 11 case is unique,
the Debtors, together with Weil, will utilize the budgeting process to provide guidance on the
period of time involved and the level of attorneys and professionals that 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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RLF1 28018298V.1
I declare under penalty of perjury that, to the best of my knowledge and after
reasonable inquiry, the foregoing is true and correct.
Dated:  October 3, 2022

KABBAGE, INC. d/b/a KSERVICING et al.
(on behalf of itself and each of its affiliated
Debtors)

/s/ Holly Loiseau

Name:  Holly Loiseau
Title:    General Counsel and Secretary

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RLF1 28018298V.1
Exhibit C
Proposed Order
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RLF1 28018298V.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
------------------------------------------------------------ x

In re
:
Chapter 11

:

KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (       )

:

:

Debtors.1
:
(Jointly Administered)
------------------------------------------------------------ x

ORDER AUTHORIZING RETENTION AND
EMPLOYMENT OF WEIL, GOTSHAL & MANGES LLP AS
ATTORNEYS FOR DEBTORS EFFECTIVE AS OF PETITION DATE

Upon the application, dated October 3, 2022 (the “Application”),2 of Kabbage, Inc.
d/b/a KServicing et. al. and its debtor affiliates, as debtors and debtors in possession in the above-
captioned Chapter 11 Cases (collectively, the “Debtors”), for entry of an order pursuant to sections
327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules
2014-1 and 2016-1 authorizing the Debtors to retain and employ Weil, Gotshal & Manges LLP
(“Weil”) as attorneys for the Debtors, effective as of the Petition Date, all as more fully set forth
in the Application; and upon the consideration of the Schrock Declaration and the Loiseau
Declaration; and the Court being satisfied, based on the representations made in the Application
and the Schrock Declaration, that Weil is “disinterested” 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
under section 327(a) of the Bankruptcy Code, and that Weil represents no interest adverse to the

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 otherwise defined herein shall have the meanings ascribed to such terms in the
Application.
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2
RLF1 28018298V.1
Debtors’ estates with respect to the matters upon which it is to be engaged; and the Court having
jurisdiction to  consider the Application and the relief requested therein pursuant to 28 U.S.C.
§§ 157 and 1334, and the Amended Standing Order of Reference entered by the United States
District Court for the District of Delaware, dated February 29, 2012; and consideration of the
Application and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and
venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and 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 upon any hearing held on the
Application; and all objections, if any, to the Application having been withdrawn, resolved, or
overruled; 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, their estates, creditors, and all
parties in interest; and upon all of the proceedings had before this Court and after due deliberation
and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT
1.
The Application is granted as set forth herein.
2.
The Debtors are authorized, but not directed, pursuant to section 327(a) of
the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-1, to
employ and retain Weil as their attorneys on the terms and conditions set forth in the Application
and the Schrock Declaration, effective as of the Petition Date.
3.
Weil is authorized to render the following professional services:
a
take all necessary actions to protect and preserve the Debtors’ estates,
including the prosecution of actions on the Debtors’ behalves, the defense
of any actions commenced against the Debtors, the negotiation of disputes
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RLF1 28018298V.1
in which the Debtors are involved and the preparation of objections to
claims filed against the Debtors’ estates;
b
prepare on behalf of the Debtors, as debtors in possession, all necessary
motions, applications, answers, orders, reports and other papers in
connection with the administration of the Debtors’ estates;
c
take all necessary actions in connection with any chapter 11 plan and related
disclosure statement and all related documents, and such further actions as
may be required in connection with the administration of the Debtors’
estates;
d
take all necessary actions to protect and preserve the value of the Debtors’
estates and all related matters; and
e
perform all other necessary legal services in connection with the
prosecution of these Chapter 11 Cases; provided, however, that, to the
extent Weil determines that such services fall outside of the scope of
services historically or generally performed by Weil as lead Debtors’
counsel in a bankruptcy case, Weil will file a supplemental declaration.
4.
Weil shall be compensated in accordance with, and shall file interim and
final fee applications for allowance of its compensation and expenses pursuant to, sections 330
and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local
Rules, and any other applicable procedures and orders of the Court.  Weil shall make reasonable
efforts to comply with the U.S. Trustee’s requests for information and additional disclosures set
forth in the Fee Guidelines.
5.
Weil shall be reimbursed for reasonable and necessary expenses as provided
by the Fee Guidelines.
6.
Weil shall use its best efforts to avoid any duplication of services provided
by any of the Debtors’ other retained professionals in these Chapter 11 Cases.
7.
Weil shall first apply the Fee Advance in satisfaction of its prepetition
invoice, and any balance of the Fee Advance shall be treated as an evergreen retainer and shall be
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held by Weil as security throughout the Debtors’ Chapter 11 Cases until Weil’s fees and expenses
are awarded and payable to Weil on a final basis.
8.
Weil shall provide reasonable notice to the Debtors, the U.S. Trustee, and
any statutory committee appointed in these Chapter 11 Cases in connection with any increase of
the hourly rates listed in the Schrock Declaration.
9.
Notwithstanding the applicability of Bankruptcy Rules 6004(h), 7062, or
9014, the terms and conditions of this Order shall be immediately effective and enforceable upon
its entry.
10.
To the extent there is any inconsistency between this Order and the
Application, the provisions of this Order shall govern.
11.
The Debtors are authorized to take all actions necessary or appropriate to
effectuate the relief granted in this Order.
12.
This Court shall retain jurisdiction to hear and determine all matters arising
from or related to the implementation, interpretation, or enforcement of this Order.

Case 22-10951-CTG    Doc 48-1    Filed 10/05/22    Page 54 of 54

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