Motion to Continue Existing Cash Management System and Bank Accounts — In re KServicing

Record facts

U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 12 · 2022-10-03 · Docket on CourtListener

Summary

A motion of the debtors for interim and final orders authorizing them to continue using their existing cash management system, bank accounts and business forms and to make ordinary course changes to that system, filed October 3, 2022 as Doc 12 in In re Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), in the U.S. Bankruptcy Court for the District of Delaware. It seeks relief under sections 105(a), 345 and 363 of the Bankruptcy Code, Rules 6003 and 6004 and Local Rule 2015-2, including more time to comply with section 345(b). The motion describes a system of 15 bank accounts, 13 at Synovus and one each at Primis Bank and Celtic Bank, that collects and disburses PPP loan servicing funds, borrower payments, SBA forgiveness and guarantee payments, and Legacy Loan payments. Proposed interim and final orders are annexed as Exhibit A and Exhibit B; the filing runs 45 pages.

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Full text

RLF1 28018280V.1 
IN THE UNITED STATES BANKRUPTCY COURT 
FOR THE 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 
 
 
 
 
MOTION OF DEBTORS FOR ENTRY OF INTERIM AND  
FINAL ORDERS (I) AUTHORIZING DEBTORS TO (A) CONTINUE  
USING EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS,  
AND BUSINESS FORMS, (B) IMPLEMENT CHANGES TO CASH MANAGEMENT IN  
THE ORDINARY COURSE OF BUSINESS; AND (II) GRANTING RELATED RELIEF 
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 motion (this “Motion”):2 
Relief Requested 
1. 
By this Motion, the Debtors request authority pursuant to sections 105(a), 
345, and 363 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 6003 and 6004 
of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2015-2 of the 
Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for 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 
The facts and circumstances supporting the relief requested herein are set forth in the First Day Declaration (as 
defined below) filed contemporaneously herewith.  Capitalized terms used but not defined herein shall have the 
respective meanings ascribed to such terms in the First Day Declaration (as defined below). 
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RLF1 28018280V.1 
District of Delaware (the “Local Rules”) but not direction, to (i) continue using their existing cash 
management system (the “Cash Management System”), as described herein, including through 
the continued maintenance of their bank accounts (the “Bank Accounts”) at the applicable 
financial institutions (collectively, the “Banks”), consistent with the Debtors’ prepetition 
practices, (ii) grant an extension of the time to comply with certain requirements of section 345(b) 
of the Bankruptcy Code, and (iii) granting related relief. 
2. 
The Debtors further request that the Court (a) authorize the Banks to 
receive, process, honor, and pay all checks presented for payment and electronic payment requests 
relating to the foregoing to the extent directed by the Debtors in accordance with this Motion, and 
to the extent the Debtors have sufficient funds on deposit in their accounts with such Bank, whether 
such checks were presented or electronic requests were submitted before or after the date hereof, 
and (b) authorize all Banks to rely on the Debtors’ designation of any particular check or electronic 
payment request as appropriate pursuant to this Motion without any duty of further inquiry and 
without liability for following the Debtors’ instructions.   
3. 
In addition, to the extent necessary, the Debtors request authority to 
unilaterally make ordinary course changes to the Cash Management System, such as opening or 
closing their accounts in accordance with the Debtors’ prepetition practices and the terms of the 
Proposed Orders. 
4. 
A proposed form of order granting the relief requested herein on an interim 
basis is annexed hereto as Exhibit A (the “Proposed Interim Order”), and a proposed form of 
order granting the relief requested herein on a final basis is annexed hereto as Exhibit B 
(the “Proposed Final Order” and, together with the Proposed Interim Order, the “Proposed 
Orders”).   
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RLF1 28018280V.1 
Jurisdiction and Venue 
5. 
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 Rule 9013-1(f) of the Local Rules, the Debtors consent 
to the entry of a final order by the Court in connection with this Motion 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 
6. 
On the date hereof (the “Petition Date”), the Debtors commenced with the 
Court voluntary cases under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”).  The 
Debtors are authorized to continue operating their business and managing their 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. 
7. 
Contemporaneously herewith, the Debtors have filed a motion requesting 
joint administration of their Chapter 11 Cases pursuant to Rule 1015(b) of the Bankruptcy Rules 
and Rule 1015-1 of the Local Rules. 
8. 
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 “First Day Declaration”), filed contemporaneously herewith.  
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Cash Management System and Bank Accounts 
A. 
Cash Management System 
9. 
In broad terms, the Debtors’ Cash Management system is similar to cash 
management systems used by other mortgage lending and servicing businesses:  the Debtors’ Cash 
Management System collects, concentrates, and disburses funds related to (a) servicing loans 
which have been issued through the United States’ federal government Paycheck Protection 
Program (“PPP”), (b) borrower payments made on account of PPP loans, (c) forgiveness of PPP 
loans made by the Small Business Association (“SBA”), (d) guarantee payments of PPP loans 
made by the SBA, and (e) borrower payments on account of non-PPP small business loans (the 
“Legacy Loans”).  In addition, the Cash Management System enables the Debtors to track the 
collection and disbursement of funds, which is necessary so the Debtors can monitor and forecast 
their cash needs, engage in cash reporting, and maintain control over the administration of their 
Bank Accounts.   
10. 
The Cash Management System is comprised of 15 Bank Accounts, 13 of 
which are maintained at Synovus Financial Corp. (“Synovus”), one of which is maintained at 
Primis Bank (“Primis Bank”), and one of which is maintained at Celtic Bank (“Celtic Bank”).    
a. 
Primis Bank Account:  The Primis Bank is a correspondent bank3  account 
established on account of the Debtors’ participation in the Paycheck 
Protection Program Liquidity Facility (the “PPPLF”) pursuant to which PPP 
loans  originated by the Debtors, are pledged as collateral under the Paycheck 
Protection Program Liquidity Facility (“PPPLF Collateral”) (“PPPLF 
Loans”) pursuant to (a) that certain Paycheck Protection Program Liquidity 
Facility Letter of Agreement (the “PPPLF Letter of Agreement”), dated 
May 12, 2020 (as amended January 14, 2021), by and among KServicing 
and the Federal Reserve Bank of San Francisco (the “Reserve Bank”), and 
(b) the Federal Reserve’s Operating Circular No. 10, effective July 16, 2013 
                                                 
3  
A correspondent bank acts as an intermediary or agent by facilitating transfers, conducting business transactions, 
accepting deposits, and gathering documents on behalf of another bank.  Correspondent bank relationships are 
common for banking and nonbanking institution to transact with the Reserve Bank and other Federal Reserve 
Banks.  Outside of this context, correspondent bank relationships are less common and are not publicly disclosed. 
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RLF1 28018280V.1 
(the “Operating Circular” and, together with the PPPLF Letter of 
Agreement, the “PPPLF Program Agreements”).  Prior to the Petition 
Date, Primis Bank unilaterally provided the Debtors with a notice of 
termination (effective as of October 20, 2022).  Since that time, the Debtors 
have sought to replace Primis Bank as the correspondent bank with 
Synovus—the Debtors’ main banking institution.  The Debtors have 
contacted numerous other banks to inquire if correspondent bank 
relationships were offered, but were unsuccessful.  As of the Petition Date, 
the Debtors are still in the process of replacing Primis Bank with another 
correspondent bank, and, for the avoidance of doubt, request authority to 
continue such replacement process during the post-petition period.  
 
b. 
Synovus Bank Accounts:  The remaining 13 Bank Accounts are comprised 
of the Debtors’ various operating, servicing, and disbursement accounts (as 
detailed in paragraph 15 hereof).   
 
c. 
Celtic Bank Account:  The Celtic Bank Escrow Account consists of funds 
held in escrow for the benefit of Celtic Bank on account of any potential 
indemnification obligations relating to the Legacy Loans originated – and 
now subserviced – by the Debtors after purchasing those loans from Celtic 
Bank.   
 
d. 
A list of the Bank Accounts is annexed hereto as Exhibit C. 
 
11. 
As further detailed in the Motion of Debtors for Interim and Final Orders 
Authorizing Debtors to (I) Continue Servicing and Subservicing Activities and (II) Perform 
Related Obligation, filed contemporaneously herewith, with regard to the PPPLF Loans pledged 
to the Reserve Bank under the PPPLF Program Agreements, historically, the Debtors receive funds 
from the SBA on account of guaranty purchase and loan forgiveness applications granted by the 
SBA (the “SBA Funds”), which constitute proceeds of the PPPLF Collateral pledged to the 
Reserve Bank.  In turn, the Debtors historically have remitted a portion of the funds to the  Reserve 
Bank on a weekly basis, which is inclusive of principal payments and 35 basis points of interest 
earned on account of the advances of credit made by the Reserve Bank to the Debtors under the 
PPPLF.  However, prior to the Petition Date, the Debtors and the Reserve Bank, in accordance 
with the relevant loan agreements, instructed the SBA to remit SBA Funds directly to the Reserve 
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RLF1 28018280V.1 
Bank on a regular basis (the “Direct SBA-Reserve Bank Payments”).  As of the Petition Date, 
the Debtors are still in the process of instituting changes to the Direct SBA-Reserve Bank 
Payments systems to address the implications of the direct payments, and, for the avoidance of 
doubt, request authority to continue such process during the post-petition period.  Notwithstanding 
historical practices, the Debtors will segregate all proceeds of the PPPLF Collateral that the 
Debtors receive in the Synovus Servicing Account for the sole benefit of the Reserve Bank.4 
12. 
Although many aspects of the Cash Management System are automated, 
personnel in the Debtors’ executive team monitor the system and manage the proper collection, 
processing and disbursement of funds, check processing and issuance, wire transfers, and 
automated clearing house (“ACH”) transactions.  The Cash Management System is critical to the 
operation of the Debtors’ business in the ordinary course as it facilitates the (i) streamlined 
concentration and transfer of payments and fees generated and collected by the Debtors’ business, 
and (ii) efficient collection and disbursement of funds such as payments owed to the Reserve Bank, 
Partner Banks, vendors, and other general and administrative expenses.  Any changes to the Cash 
Management System, other than instituting the Direct SBA-Reserve Bank Payments and 
segregating proceeds of the PPPLF Collateral, would significantly interfere with the Debtors’ 
business, and impede a successful reorganization. 
B. 
Cash Collection, Concentration, and Disbursements 
13. 
As set forth in the First Day Declaration, the Debtors’ primary source of 
income includes interest generated from servicing PPP loans, which includes reviewing and 
processing loan applications and payments as required pursuant to various servicing agreements 
                                                 
4 To extent that the Company receives any borrower collections on account of KS PPP Loans through the Synovus 
Servicing Account such funds shall be promptly segregated from any proceeds of the PPPLF Collateral. 
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RLF1 28018280V.1 
with public and private lenders.  The Debtors also previously earned income from loan origination; 
however, they have since discontinued originating loans.  The Debtors’ revenues and receipts 
generally enter the Cash Management System via direct deposit by borrowers on account of PPP 
loans and Legacy Loans, and by the SBA on account of the SBA Funds.  
14. 
The majority of receipts relating to PPP loans and Legacy Loans are 
ultimately deposited into and disbursed from the Synovus Main Operating Account (the “Main 
Operating Account”) as follows: 
a. 
Direct Deposits.   The Main Operating Account directly receives the SBA 
Funds which are then remitted to the Reserve Bank as described above on a 
weekly basis.   
 
b. 
Indirect Deposits.  The Main Operating Account receives funds from various 
subaccounts.  Specifically, the Main Operating Account receives funds on 
an as needed basis from the (i) Legacy Lending ACH Account, which 
collects and centralizes borrower payments made on account of Legacy 
Loans, and (ii) Synovus Servicing Account, which collects borrower 
payments made on account of the KS PPP Loans and the PPPLF Loans.  The 
Main Operating Account also receives funds on an as needed basis from the 
Synovus Customers Bank Servicing Account (the “Synovus CUBI 
Servicing Account”) and Synovus Cross River Bank Servicing Account (the 
“Synovus CRB Servicing Account”), which collects borrower payments 
made on account of Partner Bank PPP Loans.  Funds from each of the 
foregoing accounts are deposited on an as needed basis into the Main 
Operating Account; however, funds from the Synovus CUBI Servicing 
Account and Synovus CRB Servicing Account were last deposited in April. 
 
c. 
Disbursements. The Main Operating Account (i) disburses (a) the SBA 
Funds owed to the Reserve Bank on a weekly basis, and (b) ordinary course 
payments related to vendors, and (ii) is directly debited to satisfy payroll 
obligations for each respective pay period.  The Main Operating Account 
also historically disbursed payments owed to Partner Banks on a monthly 
basis.   
 
15. 
Each Bank Account is held in the name of KServicing, Inc.  A diagram 
illustrating the general movement of cash through the Cash Management System is annexed hereto 
as Exhibit D, and a more detailed description is set forth in the chart below. 
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RLF1 28018280V.1 
Accounts 
Description of Bank Accounts 
Main Operating 
Account 
 
Synovus 
(account ending 
5201) 
The Main Operating Account acts as the Debtors’ centralized account, 
which collects and disburses funds. 
The Main Operating Account receives funds from the (i) Legacy 
Lending ACH Account, which collects various payments on Legacy 
Loans, and (ii) Synovus Servicing Account, which collects borrower 
payments on KS PPP Loans and the PPPLF Loans (on a limited basis, 
as described further below).  The Main Operating Account also receives 
(i) the SBA Funds, some of which are remitted to the Reserve Bank on 
a weekly basis (subject to limited exception described directly below), 
and (ii) borrower payments on account of Partner Bank loans, which 
are remitted on a monthly basis.   
The Main Operating Account also disburses (i) ordinary course 
payments such as vendor expenses, and (ii) SBA Funds to the Reserve 
Bank as described below.  Further, the Main Operating Account is 
directly debited to satisfy the Debtors’ payroll obligations. 
As of the Petition Date, the Main Operating Account had a balance of 
approximately $17,623,381.07. 
Primis Account 
 
Primis 
(account ending 
0578) 
The Primis Account is a correspondent bank account established in 
connection with the Debtors’ participation in the PPPLF.   
Amounts from the Main Operating Account on account of SBA Fees 
and borrower payments that need to be sent to the Reserve Bank are 
wired to the Primis Account.  The Primis Account is funded on a weekly 
basis with the estimated funds to be remitted to the Reserve Bank.  In 
connection with the weekly wire, the Debtors simultaneously send 
reduction reports to both the Reserve Bank and Primis Bank, which 
report the value of payments received on the PPPLF Loans on account 
of the outstanding principal loan balance.  Following this funding, the 
Reserve Bank directly debits funds from Primis Bank’s master account 
at the Reserve Bank, and Primis Bank directly debits from the Primis 
Account held by KServicing a corresponding amount based upon 
information KServicing provides in the reduction reports.  
There is no overdraft protection on the Primis Account. In the event of 
an overdraft, payment will not be processed. 
As of the Petition Date, the Primis Account had a balance of 
approximately $12,427,329.17. 
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RLF1 28018280V.1 
Accounts 
Description of Bank Accounts 
Legacy Lending 
ACH Account 
Synovus 
(account ending 
5243) 
The Legacy Lending ACH Account consists of funds collected from 
borrower payments made on account of certain of the Debtors’ Legacy 
Loans. The Legacy Lending ACH Account (a) remits payments to 
partners HCG and Stoneridge for their portion of collections on a daily 
basis5, and (b) issues refunds to borrowers in the event of overpayment 
on an as needed basis. 
The Legacy Lending ACH Account also collects funds from the 
(a) Agency Payments Account, (b) Debit Rails Account, and (c) Other 
Customer Payments Account.  The funds from the foregoing accounts 
are swept on a daily basis into the Legacy Lending ACH Account and 
then remitted to the Main Operating Account on an as-needed basis. 
As of the Petition Date, the Legacy Lending ACH Account had a 
balance of approximately $2,942,128.81. 
Debit Rails 
Account 
Synovus 
(account ending 
5219) 
The Debit Rails Account consists of funds collected on account of 
advances made by the Debtors to landlords that own and operate rental 
properties through Airbnb.  The Debtors advance rental income to 
landlords of Airbnb properties, and upon receiving rental receipts, the 
landlords make payments to the Debit Rails Account from such rental 
income. 
The Debit Rails Account is a “Zero Balance Account”, and any funds 
are swept into the Legacy Lending ACH Account on a daily basis.   
As of the Petition Date, the Debit Rails Account had a balance of 
approximately $0.   
                                                 
5 As a non-Federal Deposit Insurance Corporation financial institution, the Company partnered with Celtic in an 
arrangement whereby:  the Company processed borrower Legacy Loan applications, funded the Legacy Loans through 
the purchase of participation interests in loan receivables (the “Participation Interests”)—effectively acquiring the 
rights to retain borrower principal and interest payments, with Celtic as the lender of record—and subsequently 
serviced the Legacy Loans. Following the purchase of Participation Interests under the Legacy Loan Agreement, the 
Company’s records show that it sold some of the Participation Interests to HCG Business Credit III Trust and Stone 
Ridge Trust V. 
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RLF1 28018280V.1 
Accounts 
Description of Bank Accounts 
Agency Payments 
Account 
Synovus 
(account ending 
5235) 
The Agency Payments Account consists of funds collected by certain 
collection agencies on account of certain of the Debtors’ Legacy Loans.  
Collection agencies are engaged by the Debtors to collect payments on 
Legacy Loans where a borrower has not made a loan payment for 6 
consecutive months  
The Agency Payments Account is also a Zero Balance Account, and 
any funds are swept into the Legacy Lending ACH Account on a daily 
basis.   
As of the Petition Date, the Agency Payments Account had a balance 
of approximately $0. 
Other Customer 
Payments 
Synovus 
(account ending 
5227) 
The Other Customer Payments Account consists of funds collected 
from borrower payments in the form of checks made on account of the 
Debtors’ Legacy Loans. 
The Other Customer Payments Account is also a “Zero Balance 
Account”, and any funds are swept into the Legacy Lending ACH 
Account on a daily basis.  
As of the Petition Date, the Other Customer Payments Account had a 
balance of approximately $0. 
Celtic Bank 
Escrow Account 
Synovus 
(account ending 
0842) 
The Celtic Bank Escrow Account consists of funds held in escrow for 
the benefit of Celtic Bank on account of any potential indemnification 
obligations relating to the Legacy Loans originated – and now 
subserviced – by the Debtors after purchasing those loans from Celtic 
Bank.   
As of the Petition Date, the Celtic Bank Escrow Account had a balance 
of approximately $2,088,364. 
Synovus Servicing 
Account 
 
Synovus 
(account ending 
5276) 
The Synovus Servicing Account collects payments made by borrowers 
on KS PPP Loans and the PPPLF Loans.  These funds are then 
deposited into the Main Operating Account, and subsequently 
transferred to the Primis Account on a weekly basis for remittance to 
the Reserve Bank as described above.   
The Synovus Servicing Account is used to (a) issue direct refunds to 
borrowers in the event of borrower overpayment on a daily basis and 
(b) transfer funds collected on account of borrower payments to the 
SBA where the SBA has granted a guaranty purchase of such loan. 
As of the Petition Date, the Synovus Servicing Account had a balance 
of approximately $5,969,694.41. 
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RLF1 28018280V.1 
Accounts 
Description of Bank Accounts 
Synovus CUBI 
Servicing Account 
 
Synovus 
(account ending 
5250) 
The Synovus CUBI Servicing Account collects payments made by 
borrowers on loans (a) originated by and/or sold to Customers Bank 
(“CUBI”) and (b) serviced by the Debtors on behalf of CUBI. These 
collections are made on each banking day and then subsequently 
transferred to the Main Operating Account on an as needed basis 
depending on the Main Operating Account balance to be remitted to 
CUBI on a monthly basis.  However, the Debtors are not currently 
remitting such funds to CUBI at this time.6   
The Synovus CUBI Servicing Account is also used to (a) issue direct 
refunds to borrowers in the event of borrower overpayment on a daily 
basis, and (b) transfer funds collected on account of borrower payments 
to the SBA where the SBA has granted a guaranty purchase of such 
loan. 
As of the Petition Date, the Synovus CUBI Servicing Account had a 
balance of approximately $4,546,982.23. 
Synovus CRB 
Servicing Account 
Synovus 
(account ending 
5268) 
The Synovus CRB Servicing Account collects payments made by 
borrowers on loans (a) originated by and/or sold to Cross River Bank 
(“CRB”), and (b) serviced by the Debtors on behalf of CRB.  These 
collections are made on each banking day and then subsequently 
transferred to the Main Operating Account on an as needed basis 
depending on the Main Operating Account balance to be remitted to 
CRB on a monthly basis.   
The Synovus CRB Servicing Account is also issued to (a) issue direct 
refunds to borrowers in the event of borrower overpayment on a daily 
basis, and (b) transfer funds collected on account of borrower payments 
to the SBA where the SBA has granted guaranty purchase of such loan.  
As of the Petition Date, the Synovus CRB Servicing Account had a 
balance of approximately $11,038,446.44. 
Kabbage Bridge 
Funding 
Synovus 
(account ending 
5987) 
The Kabbage Bridge Account historically contained funds deposited by 
the Debtors to front any funds for PPP Loans originated by the Debtors.  
The Debtors no longer deposit funds into this account; the account is 
dormant and there is no activity.   
As of the Petition Date, the Kabbage Bridge Funding account had a 
balance of $0. 
                                                 
6 As described in the First Day Declaration, the Debtors are currently withholding borrower payments to CUBI in the 
amount of approximately $34,000,000 to offset $65 million in fees that CUBI is currently withholding from the 
Debtors because of the Debtors’ alleged mishandling of PPP Loans. 
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RLF1 28018280V.1 
Accounts 
Description of Bank Accounts 
CUBI Loan 
Disbursements 
Account 
Synovus 
(account ending 
5946) 
The CUBI Loan Disbursements Account contains funds deposited by 
CUBI to issue and fund CUBI originated loans, which were to be 
serviced by the Debtors.   
CUBI no longer deposits funds into this account; the account is dormant 
and there is no activity.   
As of the Petition Date, the CUBI Loan Disbursements Account had a 
balance of approximately $153,476.50. 
 
Kabbage Loan 
Disbursement 
Synovus 
(account ending 
5953) 
The Kabbage Loan Disbursement Account contains funds deposited by 
the Debtors to issue PPP Loans they originated in the ordinary course 
of business.   
The Debtors no longer deposit funds into this account; the account is 
dormant and there is no activity.  
As of the Petition Date, the Kabbage Loan Disbursement Account had 
a balance of $135,413.50 as of the Petition Date. 
 
SBA Fees Account 
Synovus 
(account ending 
5458) 
Historically, the SBA Fees Account was used to collect fees for 
KServicing originated loans. The SBA Fees Account collected fees 
upfront on account of the KServicing originated loans, and also 
received funds on account of loans that were cancelled and 
subsequently reissued.    
Funds are no longer being deposited into this account; the account is 
dormant and there is no activity.  
As of the Petition Date, the SBA Fees Account had a balance of 
approximately $311,430.76. 
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Accounts 
Description of Bank Accounts 
Utility Deposit 
Escrow Account 
Synovus 
(account ending 
5441) 
The Utility Deposit Escrow Account is a spare account that is no longer 
in use. The Debtors no longer deposit funds into this account; the 
account is dormant and there is no activity.  
The Debtors are proposing to use the Utility Deposit Escrow Account 
for the Adequate Assurance Deposit for their Utility Providers as set 
forth in the Motion of the Debtors for Entry of Interim and Final Orders 
(I) Approving Debtors’ Proposed Form of Adequate Assurance of 
Payment to Utility Providers, (II) Establishing Procedures for 
Resolving Objections by Utility Providers, (III) Prohibiting Utility 
Providers from Altering, refusing, or Discontinuing Service, and (IV) 
Granting Related Relief filed contemporaneously herewith. 
As of the Petition Date, the Utility Deposit Escrow Account had a 
balance of $0. 
 
16. 
The Cash Management System is an essential component of the Debtors’ 
business.  Any interruption of the Cash Management System would severely disrupt the Debtors’ 
operations, and result in harm to the Debtors’ estates and their stakeholders.  Accordingly, the 
Debtors seek authority to continue utilizing the Cash Management System in the ordinary course 
of business on a post-petition basis, in a manner substantially consistent with past practice. 
C. 
Debtors’ Business Forms 
17. 
In the ordinary course of business, the Debtors use various business forms, 
including checks.  To minimize the expense to the Debtors’ estates associated with printing or 
purchasing entirely new business forms and the delay in conducting business prior to obtaining 
such forms, the Debtors seek authority to continue using their business forms without reference 
therein to the Debtors’ status as “Debtors-in-Possession.”  The Debtors prepared communication 
materials to distribute to the various parties with which they conduct business that will, among 
other things, inform such parties of the commencement of these Chapter 11 Cases.  The Debtors 
believe that these direct communications will provide adequate notice of the Debtors’ status as 
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RLF1 28018280V.1 
debtors in possession.  Nevertheless, if the Debtors generate new checks during the pendency of 
these Chapter 11 Cases, the Debtors will update any electronically produced check to include a 
legend referring to the Debtors as “Debtors-in-Possession”, and the jointly administered 
bankruptcy case number within 10 business days of entry of the Proposed Interim Order.  Further, 
if the Debtors re-order checks during the pendency of these Chapter 11 Cases, the debtors will use 
reasonable efforts to include the designation “Debtors -in -Possession”, and the jointly 
administered bankruptcy case number on such checks.  
D. 
Bank Fees 
18. 
In the ordinary course of business, the Debtors incur and pay, honor, or 
allow to be deducted from the appropriate Bank Accounts certain service charges and other related 
fees, costs, and expenses charged by the Banks (collectively, the “Bank Fees”).  To the extent the 
balance in a Bank Account amount decreases below a threshold established by the applicable Bank, 
the Debtors may incur additional fees for sending and receiving wire transfers, clearing checks, 
ACH transfers, and other transactions.   
19. 
The Debtors have historically incurred Bank Fees between approximately 
$4,000 and $6,000 per month in total for all Bank Accounts, which are withdrawn from the Main 
Operating Account on a monthly basis.  There are no Bank Fees owed on account of the Primis 
Account.  As of the Petition Date, the Debtors believe that they have outstanding or unpaid Bank 
Fees of approximately $4,000-$6,000.  Pursuant to this Motion, the Debtors seek authority to pay 
the Bank Fees, including any prepetition Bank Fees, and pay any amounts in the ordinary course 
of business.   
E. 
Corporate Credit Card Program 
20. 
Additionally, in the ordinary course of business, the Debtors maintain a 
corporate credit card program (the “Corporate Credit Card Program”), pursuant to which 
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certain of the Debtors’ employees use credit cards issued by Synovus, to pay expenses related to 
office supplies and services, and other work-related subscription costs in connection with the 
Debtors’ business operations (collectively, the “Corporate Expenses”).7  The Debtors, and not 
the employees, are liable for the Corporate Expenses incurred pursuant to the Corporate Credit 
Card Program.  The Debtors incur, on average, approximately $5,000 - $10,000 each month on 
account of corporate expenses through the Corporate Credit Card Program.  Funds are directly 
debited from the Main Operating Account to satisfy the requisite payments for the Corporate 
Credit Card Program on a monthly basis.  As of the Petition Date, the Debtors believe that they 
have an outstanding balance of approximately $10,000 on account of the Corporate Credit Card 
Program.  Pursuant to this Motion, the Debtors seek authority to pay this balance and continue the 
Corporate Credit Card Program in the ordinary course of business, so that the Debtors’ employees 
may conduct the Debtors’ business, and so that the Debtors may continue to incur vital operation 
related expenses. 
Relief Requested Should be Granted 
A. 
Continuation of Cash Management System is Warranted Under Sections 363 and 
105(a) of the Bankruptcy Code 
21. 
Continuation of the Cash Management System in the ordinary course is an 
appropriate exercise of the Debtors’ judgment.  Section 363(c)(1) of the Bankruptcy Code 
authorizes the debtor in possession to “use property of the estate in the ordinary course of business 
without notice or a hearing.”  11 U.S.C. § 363(c)(1).  The purpose of section 363(c)(1) is to provide 
a debtor in possession with the flexibility to engage in the ordinary transactions required to operate 
                                                 
7 Note that the Corporate Expenses referred to here are incurred directly by the Debtors and therefore are distinct from 
expenses that are incurred by the Debtors’ employees and submitted for reimbursement, as further explained in the  
Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing Debtors to (A) Pay Prepetition Wages, 
Salaries, Employee Benefits, and Other Compensation and (B) Maintain Employee Benefit Programs and Pay Related 
Obligations and (II) Granting Related Relied (the “Wages Motion”). 
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its business without unneeded oversight by its creditors or the court.  In re Roth Am., Inc., 975 
F.2d 949, 952 (3d Cir. 1992) (“Section 363 is designed to strike [a] balance, allowing a business 
to continue its daily operations without excessive court or creditor oversight and protecting secured 
creditors and others from dissipation of the estate’s assets.”) (citations omitted); In re Vision 
Metals, Inc., 325 B.R. 138, 145 (Bankr. D. Del. 2005) (same).  Included within the purview of 
section 363(c) is a debtor’s ability to continue “routine transactions” necessitated by a debtor’s 
cash management system.  See, e.g., In re Nellson Nutraceutical, Inc., 369 B.R. 787, 796 (Bankr. 
D. Del. 2007) (noting that courts have shown a reluctance to interfere in a debtor’s making of 
routine, day-to-day business decisions) (citations omitted); In re Vision Metals, 325 B.R. at 142 
(“[W]hen a chapter 11 debtor in possession continues to operate its business, as permitted by 
section 1108, no court authorization is necessary for the debtor to enter transactions that fall within 
the ordinary course of its business.”).   
22. 
Even if the continuation of the Cash Management System and other relief 
requested herein were outside the ordinary course of business, the Court may grant such relief 
pursuant to section 363(b) of the Bankruptcy Code, which provides, in relevant part, that a debtor 
in possession, “after notice and a hearing, may use, sell, or lease, other than in the ordinary course 
of business, property of the estate.”  11 U.S.C. § 363(b)(1).  To approve the use of assets outside 
the ordinary course of business pursuant to section 363(b) of the Bankruptcy Code, courts require 
only that the debtor “show that a sound business purpose justifies such actions.”  In re Montgomery 
Ward Holding Corp., 242 B.R. 147, 153 (D. Del. 1999); see also, e.g., In re Phoenix Steel Corp., 
82 B.R. 334, 335–36 (Bankr. D. Del. 1987) (finding that a sale of equipment was permissible under 
section 363(b) of the Bankruptcy Code because “there [wa]s a good business reason for completing 
the sale”).  Moreover, if “the debtor articulates a reasonable basis for its business decisions (as 
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distinct from a decision made arbitrarily or capriciously), courts will generally not entertain 
objections to the debtor’s conduct.”  In re Johns-Manville Corp., 60 B.R. 612, 616 (Bankr. 
S.D.N.Y. 1986); see also In re Tower Air, Inc., 416 F.3d 229, 238 (3d Cir. 2005) (“Overcoming 
the presumptions of the business judgment rule on the merits is a near-Herculean task.”).   
23. 
In addition, the Court has the authority, pursuant to its equitable powers 
under section 105(a) of the Bankruptcy Code, to authorize the relief requested herein because such 
relief is necessary for the Debtors to carry out their fiduciary duties under section 1107(a) of the 
Bankruptcy Code.  Section 105(a) of the Bankruptcy Code empowers bankruptcy courts to “issue 
any order, process, or judgment that is necessary or appropriate to carry out the provisions of this 
title.”  11 U.S.C. § 105(a); see also In re Ionosphere Clubs, Inc., 98 B.R. 174, 175 (Bankr. 
S.D.N.Y. 1989) (applying section 105(a) to justify an order authorizing the payment of certain 
prepetition wages, salaries, medical benefits, and business-expense claims to the debtor’s 
employees).  Section 1107(a) of the Bankruptcy Code “contains an implied duty of the debtor-in-
possession” to act as a fiduciary to “protect and preserve the estate, including an operating 
business’ going-concern value,” on behalf of a debtor’s creditors and other parties in interest.  In 
re CEI Roofing, Inc., 315 B.R. 50, 59 (Bankr. N.D. Tex. 2004) (quoting In re CoServ, L.L.C., 273 
B.R. 487, 497 (Bankr. N.D. Tex. 2002)); see also In re Cybergenics Corp., 226 F.3d 237, 243 (3d 
Cir. 2000) (citing In re Marvel Ent. Group, Inc., 140 F.3d 463, 474 (3d Cir. 1998) (“A paramount 
duty of a trustee or debtor in possession in a bankruptcy case is to act on behalf of the bankruptcy 
estate, that is, for the benefit of the creditors.”)); Unofficial Comm. of Equity Holders v. McManigle 
(In re Penick Pharm., Inc.), 227 B.R. 229, 232–33 (Bankr. S.D.N.Y. 1998) (“[U]pon filing its 
petition, the Debtor became debtor in possession and, through its management . . . was burdened 
with the duties and responsibilities of a bankruptcy trustee.”).  Courts consistently have permitted 
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payment of prepetition obligations where necessary to preserve or enhance the value of a debtor’s 
estate for the benefit of all creditors.  See, e.g., In re Lehigh & New Eng. Ry. Co., 657 F.2d 570, 
581 (3d Cir. 1981) (holding that “if payment of a claim which arose prior to reorganization is 
essential to the continued operation of the [business] during reorganization, payment may be 
authorized even if it is made out of [the] corpus”).   
24. 
Maintaining the existing Cash Management System is in the best interests 
of the Debtors’ estates and all parties in interest and, therefore, should be approved.  If the Debtors 
are required to alter the way in which they collect and disburse cash throughout the Cash 
Management System, their operations will experience severe disruptions, which ultimately would 
frustrate the Debtors’ ability to effectuate their restructuring strategy and maximize the value of 
their estates. 
25. 
Further, the Cash Management System provides significant benefits to the 
Debtors, including the ability to control corporate costs and administrative expenses by facilitating 
the movement of funds and the development of more timely and accurate account information.  
Accordingly, the Debtors request that they be permitted to maintain and continue to use their 
existing Cash Management System. 
B. 
Maintenance of Debtors’ Existing Bank Accounts and Business Forms is Warranted 
26. 
The Operating Guidelines for Chapter 11 Cases (the “UST Operating 
Guidelines”) of the Office of the United States Trustee for Region 3 (the “U.S. Trustee”) 
generally require that a chapter 11 debtor, among other things, (a) establish one debtor in 
possession account for all estate monies required for the payment of taxes, (b) close all existing 
bank accounts and open new debtor in possession accounts, (c) maintain a separate debtor in 
possession account for collateral, and (d) obtain checks that bear the designation “Debtor in 
Possession.”  Moreover, Local Rule 2015-2(a) generally requires that, upon exhausting its existing 
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check stock, a chapter 11 debtor order new checks labeled “Debtor in Possession” with the 
corresponding bankruptcy number. 
27. 
The Debtors request, in accordance with Local Rule 2015-2, that the Court 
waive the requirements of the UST Operating Guidelines with respect to the Debtors’ Bank 
Accounts and business forms, including checks.  Strict enforcement of the UST Operating 
Guidelines with respect to the Cash Management System would severely disrupt the Debtors’ 
ordinary course financial operations by reducing efficiencies, increasing administrative burdens, 
and creating unnecessary expenses.  These Chapter 11 Cases will be more orderly and efficient if 
the Debtors are permitted to maintain all Bank Accounts with the same account numbers during 
these cases and to continue to use their business forms, including checks, in the ordinary course; 
provided, that, with respect to checks that the debtors or their agents print themselves, the Debtors 
or their agents will begin printing the “Debtor in Possession” legend and include the jointly 
administered bankruptcy case number on such checks within ten (10) business days after the date 
of entry of the Proposed Interim Order and, to the extent that the Debtors order check stock, the 
Debtors will use reasonable efforts to include the “Debtor in Possession” legend and the jointly 
administered bankruptcy case number on such checks.   
28. 
By preserving business continuity and avoiding likely disruption and delay 
to the Debtors’ disbursements, the relief requested herein will benefit all parties in interest.  
C. 
Continuation of Corporate Credit Card Program and Payment of Prepetition 
Amounts Due Thereunder Should Be Authorized 
29. 
The Corporate Credit Card Program is essential to the Debtors’ operations.  
The Corporate Credit Card Program enables the Debtors’ employees to conduct business more 
efficiently by facilitating the payment of work related expenses and services incurred by the 
Debtors that are essential to their ongoing operations. The Corporate Credit Card Program is 
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integral to maintaining the Debtors’ ordinary course operations, and a discontinuation of the 
program would disrupt the Debtors’ business.  Without the program, the Debtors’ employees 
would have to pay the work related expenses and services upfront and then wait for reimbursement 
from the Debtors.  In such case, the Debtors’ operational effectiveness would suffer.  
30. 
Continuation of the Corporate Credit Card Program, and satisfaction of any 
prepetition amounts outstanding thereunder, will help minimize any adverse effect of the 
commencement of these Chapter 11 Cases on the Debtors’ business.  Accordingly, the Debtors 
request authority to continue the Corporate Credit Card Program in the ordinary course of business, 
and to pay any outstanding prepetition obligations regarding the same. 
D. 
Payment of Bank Fees Should Be Authorized 
31. 
Payment of the Bank Fees, to the extent applicable, is similarly in the best 
interests of the Debtors and all parties in interest in these Chapter 11 Cases, as it will prevent 
unnecessary disruptions to the Cash Management System, and ensure that the Debtors’ receipt of 
and access to funds are not delayed.  Payment of prepetition Bank Fees will not prejudice any 
parties in interest.  Indeed, because the Banks likely have setoff rights for the Bank Fees, payment 
of Bank Fees should not alter the rights of unsecured creditors in these Chapter 11 Cases.  
Accordingly, the Debtors request authority to pay the Bank Fees and other similar service charges, 
including any prepetition Bank Fees, to maintain the Cash Management System. 
32. 
For the foregoing reasons, the relief requested herein is necessary, 
appropriate, and in the best interests of the Debtors, their estates, and all other parties in interest in 
these Chapter 11 Cases.  Accordingly, the Court should authorize the relief requested.  
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E. An Extension of Time to Comply with Requirements of Section 345(b) of the 
Bankruptcy Code is Warranted  
33. 
Section 345 of the Bankruptcy Code governs a debtor’s deposits and 
investments of cash during a chapter 11 case, and authorizes such deposits as “will yield the 
maximum reasonable net return on such money, taking into account the safety of such deposit or 
investment.” 11 U.S.C. § 345(a).  For deposits that are not “insured or guaranteed by the United 
States or by a department, agency, or instrumentality of the United States or backed by the full 
faith and credit of the United States,” section 345(b) of the Bankruptcy Code requires that the 
debtor obtain from the “entity with which such money is deposited or invested a bond in favor of 
the United States [that is] secured by the undertaking of a[n adequate] corporate surety, . . . unless 
the court for cause orders otherwise.”  11 U.S.C. § 345(b).   Additionally, the UST Operating 
Guidelines generally require chapter 11 debtors, among other things, to deposit all estate funds 
into an account with an authorized depository that agrees to comply with the requirements of the 
U.S. Trustee.  
34. 
The Debtors are aware that the Banks have not been approved by the U.S. 
Trustee as authorized depositories, however, requiring the Debtors to move funds to other financial 
institutions would disrupt the Cash Management System and inhibit the Debtors’ ability to operate 
efficiently and economically, as the Bank Accounts are the principal operating accounts utilized 
by the Debtors.  Further, given the nature of the Debtors’ business, moving funds from the existing 
Bank Accounts may cause confusion with collection of payments or delay in processing payments.  
In addition, with respect to the Reserve Bank, the Debtors are required to maintain an account at a 
depository institution which has agreed to serve as a correspondent for the Debtors.  Therefore, 
moving funds to a non-correspondent bank would jeopardize the Debtors’ business operations with 
respect to the Reserve Bank. 
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35. 
The Debtors propose to engage in discussions with the U.S. Trustee to 
determine what modifications to the Bank Accounts, if any, are necessary under the 
circumstances.8  To the enable such discussions, the Debtors request a 45-day extension from the 
entry of the Proposed Interim Order (or such additional time to which the U.S. Trustee may agree 
or the Court may order) of the time period in which to come into compliance with section 345(b) 
of the Bankruptcy Code, to make arrangements that would be acceptable to the U.S. Trustee, or to 
seek relief from this Court.  The Debtors submit that such relief is warranted in these Chapter 11 
Cases.  
36. 
In chapter 11 cases such as these, strict adherence to the requirements of 
section 345(b) of the Bankruptcy Code would be inconsistent with the value-maximizing purpose 
of chapter 11 by creating additional administrative expense and burden, and unduly hampering a 
debtor’s ability under section 345(a) to invest money such “as will yield the maximum reasonable 
net return on such money.” As a result, in 1994, to avoid “needlessly handcuff[ing] larger, more 
sophisticated debtors,” Congress amended section 345(b) to provide that its strict investment 
requirements may be waived or modified if the court so orders “for cause.” 140 Cong. Rec. H. 
10,767 (Oct. 4, 1994).  The Debtors submit cause exists here to warrant such relief. 
37. 
For the foregoing reasons, the relief requested herein is necessary, 
appropriate, and in the best interests of the Debtors, their estates, and all other parties in interest in 
these Chapter 11 Cases.  Accordingly, the Court should authorize the relief requested.  
                                                 
8 The Debtors reserve all rights with respect to whether any of the Bank Accounts are non-approved authorized 
depositories, and whether and to the extent to which modifications to any such Bank Accounts are appropriate or 
necessary. 
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F. Banks Should Be Authorized to Receive, Process, Honor, and Pay Checks Issued 
and Transfers Requested to Pay Obligations Related to Cash Management System 
38. 
The Debtors further request that the Court authorize the Banks to receive, 
process, honor, and pay any and all checks issued, or to be issued, and electronic funds transfers 
requested, or to be requested, by the Debtors relating to the Cash Management System, to the 
extent that sufficient funds are on deposit in the applicable Bank Accounts to cover such payment.  
The Debtors also seek authority to issue new post-petition checks or effect new post-petition 
electronic funds transfers in replacement of any checks or fund transfer requests on account of 
prepetition obligations relating to the Cash Management System that are dishonored or rejected as 
a result of the commencement of the Debtors’ Chapter 11 Cases.  
Reservation of Rights 
39. 
Nothing contained herein is intended or shall be construed as (a) an 
admission as to the validity of any claim against the Debtors; (b) a waiver of the Debtors’ or any 
appropriate party in interest’s rights to dispute the amount of, basis for, or validity of any claim 
against the Debtors; (c) a waiver of any claim or cause of action which may exist against any 
creditor or interest holder; or (d) an approval, assumption, adoption, or rejection of any agreement, 
contract, lease, program, or policy between the Debtors and any third party under section 365 of 
the Bankruptcy Code.  Likewise, if the Court grants the relief sought herein, any payment made 
pursuant to the Court’s order is not intended to be and should not be construed as an admission to 
the validity of any claim or a waiver of the Debtors’ rights to dispute such claim subsequently. 
Debtors Have Satisfied Bankruptcy Rule 6003(b) 
40. 
Bankruptcy Rule 6003(b) provides that, to the extent relief is necessary to 
avoid immediate and irreparable harm, a Bankruptcy Court may issue an order granting “a motion 
to use, sell, lease, or otherwise incur an obligation regarding property of the estate, including a 
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motion to pay all or part of a claim that arose before the filing of the petition” before 21 days after 
filing of the petition.  Fed. R. Bankr. P. 6003(b).  As described above, and in the First Day 
Declaration, the Debtors request immediate relief to continue operating their Cash Management 
System to ensure a seamless transition into and throughout these Chapter 11 Cases.  Accordingly, 
the Debtors believe that the relief requested herein is necessary to avoid immediate and irreparable 
harm, and, therefore, Bankruptcy Rule 6003 is satisfied. 
 
Bankruptcy Rules 6004(a) and (h) 
41. 
To implement the foregoing successfully, the Debtors request that the Court 
find that notice of this Motion is adequate under Bankruptcy Rule 6004(a) under the circumstances, 
and waive the 14-day stay of an order authorizing the use, sale, or lease of property under 
Bankruptcy Rule 6004(h).  As described above, and in the First Day Declaration, the relief 
requested herein is necessary to avoid immediate and irreparable harm to the Debtors.  
Accordingly, ample cause exists to justify finding that the notice requirements under Bankruptcy 
Rule 6004(a) have been satisfied and to grant a waiver of the 14-day stay imposed by Bankruptcy 
Rule 6004(h), to the extent such notice requirements and such stay apply. 
Notice 
42. 
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; (l) 
the Banks; and (m) any party that is entitled to notice pursuant to Local Rule 9013-1(m) 
(collectively, the “Notice Parties”).  As this Motion is seeking “first-day” relief, the Debtors will 
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serve copies of this Motion and any order entered in respect of this Motion as required by Local 
Rule 9013-1(m).  The Debtors believe that no further notice is required.   
No Prior Request 
43. 
No previous request for the relief sought herein has been made by the 
Debtors to this or any other court. 
 
[Remainder of page intentionally left blank] 
 
 
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WHEREFORE the Debtors respectfully request entry of the Proposed Orders 
granting the relief requested herein and such other and further relief as the Court may deem just 
and appropriate. 
Dated:  October 3, 2022 
 
Wilmington, Delaware 
 
 
/s/ Zachary I. Shapiro 
RICHARDS, LAYTON & FINGER, P.A. 
Daniel J. DeFranceschi (No. 2732) 
Amanda R. Steele (No. 5530) 
Zachary I. Shapiro (No. 5103) 
Matthew P. Milana (No. 6681) 
One Rodney Square 
920 North King Street 
Wilmington, Delaware 19801 
Telephone: (302) 651-7700 
E-mail: defranceschi@rlf.com 
 steele@rlf.com 
             shapiro@rlf.com 
 milania@rlf.com 
 
-and- 
 
WEIL, GOTSHAL & MANGES LLP 
Ray C. Schrock, P.C. (pro hac vice admission pending) 
Candace M. Arthur (pro hac vice admission pending) 
Natasha S. Hwangpo (pro hac vice admission pending) 
Chase A. Bentley (pro hac vice admission pending) 
767 Fifth Avenue 
New York, New York 10153 
Telephone:  
(212) 310-8000 
E-mail:  
ray.schrock@weil.com 
candace.arthur@weil.com  
 
 
natasha.hwangpo@weil.com 
                        chase.bentley@weil.com 
 
Proposed Attorneys for Debtors  
and Debtors in Possession 
 
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RLF1 28018280V.1 
Exhibit A 
Proposed Interim Order 
 
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RLF1 28018280V.1 
IN THE UNITED STATES BANKRUPTCY COURT 
FOR THE 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 
 
 
INTERIM ORDER (I) AUTHORIZING (A) DEBTORS TO CONTINUE  
USING EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, AND  
BUSINESS FORMS, (B) IMPLEMENT CHANGES TO CASH MANAGEMENT IN THE  
ORDINARY COURSE OF BUSINESS; AND (II) GRANTING RELATED RELIEF 
 
Upon the motion, dated October 3, 2022 (the “Motion”),2 of Kabbage, Inc. d/b/a/ 
KServicing and its debtor affiliates, as debtors and debtors in possession in the Chapter 11 Cases 
(collectively, the “Debtors”), for entry of an order pursuant to sections 105, 345, and 363 of the 
Bankruptcy Code, Bankruptcy Rules 6003 and 6004, and Local Rule 2015-2 (a) authorizing the 
Debtors to (i) continue using their existing Cash Management System and business forms and 
(ii) honor certain obligations related to the Cash Management System, (b) extending the time to 
comply with certain requirements of section 345(b) of the Bankruptcy Code, and (iii) granting 
related relief, all as more fully set forth in the Motion; and upon consideration of the Rieger-
                                                 
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 respective meanings ascribed to such terms 
in the Motion. 
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RLF1 28018280V.1 
Paganis Declaration; and this Court having jurisdiction to consider the Motion 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 Motion 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 Motion 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 Motion; and this Court having 
held a hearing to consider the relief requested in the Motion; and all objections, if any, to the 
Motion having been withdrawn, resolved, or overruled; and upon the record of the hearing; and 
this Court having determined that the legal and factual bases set forth in the Motion establish just 
cause for the relief granted herein; and it appearing that the relief requested in the Motion is 
necessary to avoid immediate and irreparable harm to the Debtors and their estates as contemplated 
by Bankruptcy Rule 6003; 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 Motion is granted on an interim basis to the extent set forth herein. 
2. 
The Debtors are authorized, but not directed, pursuant to sections 105(a) 
and 363 of the Bankruptcy Code to continue to manage their cash pursuant to the Cash 
Management System maintained prior to the Petition Date, to collect, concentrate, and disburse 
cash in accordance with the Cash Management System, and to make ordinary course changes to 
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their Cash Management System, absent further order of this Court, as consistent with this Interim 
Order.3 
3. 
The Debtors are further authorized, but not directed, to (i) designate, 
maintain, and continue to use their existing Bank Accounts, in the names and with the account 
numbers existing immediately before the Petition Date, (ii) deposit funds in, and withdraw funds 
from, such Bank Accounts by all usual means, including checks, wire transfers, ACH transfers, 
and other debits; except to the extent the Reserve Bank directs the Debtors to segregate proceeds 
of the PPPLF Collateral into a custodial account, (iii) pay any Bank Fees or other charges 
associated with the Bank Accounts, whether arising before or after the Petition Date, (iv) otherwise 
perform their obligations under the documents governing the Bank Accounts, and (v) treat their 
prepetition Bank Accounts for all purposes as debtor-in-possession accounts.   
4. 
The Debtors are authorized to pay all service charges for the maintenance 
of the Cash Management System owed to any Bank, including any Bank Fees incurred in the 
ordinary course of business, whether arising before or after the Petition Date. 
5. 
Notwithstanding any other provision in this Interim Order, should a Bank 
honor a prepetition check or other item drawn on any account that is the subject of this Interim 
Order (i) at the direction of the Debtors to honor such prepetition check or item or (ii) in good faith 
belief that this Court has authorized such prepetition check or item to be honored, the Bank shall 
not be deemed to be nor shall be liable to the Debtors or their estates or otherwise be in violation 
of this Interim Order.  Without limiting the foregoing, the Banks may rely on the representations 
of the Debtors with respect to whether any check or other payment order drawn or issued by a 
                                                 
3 Notwithstanding the foregoing, no change shall be made to the management of the PPPLF Loans payments and 
account without prior written consent by the Reserve Bank, absent entry of an order of the Court after notice and an 
opportunity to be heard. 
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Debtor prior to the Petition Date should be honored pursuant to this or any other order of this 
Court, and shall not have any liability to any party for relying on such representations by a Debtor 
as provided for herein. 
6. 
The Banks are authorized to receive, process, honor, and pay any and all 
checks issued, or to be issued, and electronic funds transfers requested, or to be requested, by the 
Debtors relating to payment of the obligations described in the Motion, to the extent that sufficient 
funds are on deposit and standing in the Debtors’ credit in the applicable Bank Account to cover 
such payments.   
7. 
Nothing contained herein shall prevent the Debtors from closing any of their 
Bank Account(s) in the ordinary course of business and in accordance with prepetition practices 
as they may deem necessary and appropriate.  The Banks are authorized to honor the Debtors’ 
requests to close such Bank Accounts, and the Debtors shall give notice of the closure of any such 
Bank Account to the U.S. Trustee and any statutory committee within 15 days of such closure. 
8. 
The Debtors are authorized to open any new Bank Accounts as they may 
deem necessary and appropriate in their sole discretion; provided, however, that the Debtors give 
notice within 15 days of opening such new account to the U.S. Trustee and any statutory committee 
appointed in these chapter 11 cases; provided, further, that the Debtors shall open any new Bank 
Account at a bank that has executed a Uniform Depository Agreement with the U.S. Trustee or at 
a bank that is willing to immediately execute such an agreement except to the extent that such new 
Bank Account must be opened at a correspondent bank in order to continue to maintain a 
correspondent bank account as required by the Reserve Bank. 
9. 
For Banks at which the Debtors hold Bank Accounts that are party to a 
Uniform Depository Agreement with the U.S. Trustee, within 15 days of the date of entry of this 
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RLF1 28018280V.1 
Interim Order the Debtors shall (i) contact each Bank, (ii) provide the Bank with each of the 
Debtors’ employer identification numbers, and (iii) identify each of their Bank Accounts held at 
such Bank as being held by a debtor in possession. 
10. 
The Debtors are authorized to continue the Corporate Credit Card Program 
in the ordinary course, to perform their obligations under the Corporate Credit Card Program, and 
to pay outstanding prepetition expenses arising thereunder. 
11. 
The Debtors shall maintain accurate records of all transfers within the Cash 
Management System so that all post-petition transfers and transactions shall be adequately and 
promptly documented in, and readily ascertainable from, their books and records. 
12. 
The Debtors are authorized to use their business forms, including checks, 
without alteration and without the designation “debtor in possession” imprinted upon them; 
provided, that, once the Debtors’ existing check stock has been used, the Debtors shall use 
reasonable efforts, when reordering checks, to include the designation “Debtor in Possession” and 
the jointly administered bankruptcy case number on such checks; provided, further, that, with 
respect to checks which the Debtors or their agents print themselves, the Debtors shall, when 
printing checks, include the “Debtor in Possession” legend and the jointly administered bankruptcy 
case number on such checks within 10 business days of the date of entry of this Interim Order. 
13. 
The Debtors are authorized, but not directed, to issue new post-petition 
checks, or effect new electronic funds transfers, and to replace any prepetition checks or electronic 
fund transfer requests that may be lost or dishonored or rejected as a result of the commencement 
of the Debtors’ Chapter 11 Cases with respect to any prepetition amounts that are authorized to be 
paid pursuant to this Interim Order or any other order of this Court. 
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RLF1 28018280V.1 
14. 
For Banks at which the Debtors hold accounts that are not party to a 
Uniform Depository Agreement with the U.S. Trustee, the Debtors shall use their good-faith 
efforts to cause the Banks to execute a Uniform Depository Agreement in a form prescribed by the 
U.S. Trustee within 30 days of entry of this Interim Order.  The U.S. Trustee’s rights to seek further 
relief from this Court on notice in the event that the aforementioned Banks are unwilling to execute 
a Uniform Depository Agreement in a form prescribed by the U.S. Trustee are fully reserved. 
15. 
The requirements provided in section 345(b) of the Bankruptcy Code are 
hereby suspended as to the Bank Accounts for an interim period of 45 days, without prejudice to 
the Debtors’ rights to seek a further suspension. 
16. 
The Debtors are authorized to continue all efforts related to replacement of 
the Primis Account in the ordinary course as they had commenced prior to the Petition Date 
without need for any further order or authority from this Court. 
17. 
The Debtors are authorized to continue all efforts related to processing of 
the SBA Direct-Reserve Payments in the ordinary course as they had done prior to the Petition 
Date without need for any further order or authority from this Court. 
18. 
Notwithstanding the historical nature of the remittance of proceeds by the 
Debtors, nothing herein shall limit the Debtors’ duty to remit the full amount of proceeds 
constituting PPPLF Collateral to the Reserve Bank, which is governed by the PPPLF Program 
Agreements; provided, that the Debtors reserve their rights with respect to whether certain 
proceeds constitute PPPLF Collateral and all rights and defenses thereto are preserved. 
19. 
Despite the use of a consolidated cash management system, the Debtors 
shall calculate quarterly fees under 28 U.S.C. section 1930(a)(6) based on the disbursements of 
each Debtor, regardless of who pays those disbursements.  
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RLF1 28018280V.1 
20. 
The requirements of Bankruptcy Rule 6003(b) have been satisfied. 
21. 
Notice of the Motion is adequate under Bankruptcy Rule 6004(a). 
22. 
Notwithstanding the provisions of Bankruptcy Rule 6004(h), this Interim 
Order shall be immediately effective and enforceable upon its entry. 
23. 
The Debtors are authorized to take all actions necessary or appropriate to 
effectuate the relief granted in this Interim Order. 
24. 
This Court shall retain jurisdiction to hear and determine all matters arising 
from or related to the implementation, interpretation, or enforcement of this Interim Order. 
25. 
The Final Hearing to consider the relief requested in the Motion shall be 
held on   
, 2022, at ______ (Prevailing Eastern Time), and any objections or responses to the 
Motion shall be in writing, filed with the Court, and served on or prior to ____________, 2022 at 
[•] a/p.m. (Prevailing Eastern Time). 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 34 of 45

 
 
 
 
 
 
RLF1 28018280V.1 
Exhibit B 
Proposed Final Order 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 35 of 45

 
 
 
 
 
 
RLF1 28018280V.1 
IN THE UNITED STATES BANKRUPTCY COURT 
FOR THE 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 
 
 
 
 
FINAL ORDER (I) AUTHORIZING (A) DEBTORS TO CONTINUE USING EXISTING 
CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, AND BUSINESS FORMS, 
(B) IMPLEMENT CHANGES TO CASH MANAGEMENT IN THE ORDINARY 
COURSE OF BUSINESS; AND (II) GRANTING RELATED RELIEF 
 
Upon the motion, dated October 3, 2022 (the “Motion”),2 of Kabbage, Inc. d/b/a/ 
KServicing and its debtor affiliates, as debtors and debtors in possession in the Chapter 11 Cases 
(collectively, the “Debtors”), for entry of an order pursuant to sections 105, 345, and 363 of the 
Bankruptcy Code, Bankruptcy Rules 6003 and 6004, and Local Rule 2015-2 (a) authorizing the 
Debtors to (i) continue using their existing Cash Management System and business forms and 
(ii) honor certain obligations related to the Cash Management System, (b) extending the time to 
comply with certain requirements of section 345(b) of the Bankruptcy Code, and (iii) granting 
related relief, all as more fully set forth in the Motion; and upon consideration of the Rieger-
                                                 
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 respective meanings ascribed to such terms 
in the Motion. 
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RLF1 28018280V.1 
Paganis Declaration; and this Court having jurisdiction to consider the Motion 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 Motion 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 Motion 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 Motion; and this Court having 
entered an order (the “Interim Order”) granting the relief requested in the Motion on an interim 
basis; and upon any hearing held on the Motion; and all objections, if any, to the Motion having 
been withdrawn, resolved, or overruled; and this Court having determined that the legal and factual 
bases set forth in the Motion establish just cause for the relief granted herein; 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 Motion is granted as set forth herein. 
2. 
The Debtors are authorized, but not directed, pursuant to sections 105(a) 
and 363 of the Bankruptcy Code to continue to manage their cash pursuant to the Cash 
Management System maintained prior to the Petition Date, to collect, concentrate, and disburse 
cash in accordance with the Cash Management System, and to make ordinary course changes to 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 37 of 45

 
 
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RLF1 28018280V.1 
their Cash Management System without further order of this Court, as consistent with this Final 
Order.3 
3. 
The Debtors are further authorized, but not directed, to (i) designate, 
maintain, and continue to use their existing Bank Accounts, in the names and with the account 
numbers existing immediately before the Petition Date, (ii) deposit funds in, and withdraw funds 
from, such Bank Accounts by all usual means, including checks, wire transfers, ACH transfers, 
and other debits; except to the extent the Reserve Bank directs the Debtors to segregate proceeds 
of the PPPLF Collateral into a custodial account, (iii) pay any Bank Fees or other charges 
associated with the Bank Accounts, whether arising before or after the Petition Date, (iv) otherwise 
perform their obligations under the documents governing the Bank Accounts, and (v) treat their 
prepetition Bank Accounts for all purposes as debtor-in-possession accounts.   
4. 
The Debtors are authorized to pay all service charges for the maintenance 
of the Cash Management System owed to any Bank, including any Bank Fees incurred in the 
ordinary course of business, whether arising before or after the Petition Date.  
5. 
Notwithstanding any other provision in this Final Order, should a Bank 
honor a prepetition check or other item drawn on any account that is the subject of this Final Order 
(i) at the direction of the Debtors to honor such prepetition check or item or (ii) in good faith belief 
that this Court has authorized such prepetition check or item to be honored, the Bank shall not be 
deemed to be nor shall be liable to the Debtors or their estates or otherwise be in violation of this 
Final Order.  Without limiting the foregoing, the Banks may rely on the representations of the 
Debtors with respect to whether any check or other payment order drawn or issued by a Debtor 
                                                 
3 Notwithstanding the foregoing, no change shall be made to the management of the PPPLF Loans payments and 
account without prior written consent by the Reserve Bank, absent entry of an order of the Court after notice and an 
opportunity to be heard 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 38 of 45

 
 
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RLF1 28018280V.1 
prior to the Petition Date should be honored pursuant to this or any other order of this Court, and 
shall not have any liability to any party for relying on such representations by a Debtor as provided 
for herein. 
6. 
The Banks are authorized to receive, process, honor, and pay any and all 
checks issued, or to be issued, and electronic funds transfers requested, or to be requested, by the 
Debtors relating to payment of the obligations described in the Motion, to the extent that sufficient 
funds are on deposit and standing in the Debtors’ credit in the applicable Bank Account to cover 
such payments.   
7. 
Nothing contained herein shall prevent the Debtors from closing any of their 
Bank Account(s) in the ordinary course of business and in accordance with prepetition practices 
as they may deem necessary and appropriate.  The Banks are authorized to honor the Debtors’ 
requests to close such Bank Accounts, and the Debtors shall give notice of the closure of any such 
Bank Account to the U.S. Trustee and any statutory committee within 15 days of such closure. 
8. 
The Debtors are authorized to open any new Bank Accounts as they may 
deem necessary and appropriate in their sole discretion; provided, however, that the Debtors give 
notice within 15 days of opening such new account to the U.S. Trustee and any statutory committee 
appointed in these Chapter 11 Cases; provided, further, that the Debtors shall open any new Bank 
Account at a bank that has executed a Uniform Depository Agreement with the U.S. Trustee or at 
a bank that is willing to immediately execute such an agreement except to the extent that such new 
Bank Account must be opened at a correspondent bank in order to continue to maintain a 
correspondent bank account as required by the Reserve Bank. 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 39 of 45

 
 
5 
RLF1 28018280V.1 
9. 
The Debtors are authorized to continue the Corporate Credit Card Program 
in the ordinary course, to perform their obligations under the Corporate Credit Card Program, and 
to pay outstanding prepetition expenses arising thereunder. 
10. 
The Debtors shall maintain accurate records of all transfers within the Cash 
Management System so that all post-petition transfers and transactions shall be adequately and 
promptly documented in, and readily ascertainable from, their books and records. 
11. 
The Debtors are authorized to use their business forms, including checks, 
without alteration and without the designation “debtor in possession” imprinted upon them; 
provided, however, that once the Debtors’ existing check stock has been used, the Debtors shall 
use reasonable efforts, when reordering checks, to include the designation “Debtor in Possession” 
and the jointly administered bankruptcy case number on such checks; provided, further, that, with 
respect to checks which the Debtors of their agents print themselves, the Debtors shall include the 
“Debtor-in-Possession”, and the jointly administered bankruptcy case number on such checks. 
12. 
The Debtors are authorized, but not directed, to issue new post-petition 
checks, or effect new electronic funds transfers, and to replace any prepetition checks or electronic 
fund transfer requests that may be lost or dishonored or rejected as a result of the commencement 
of the Debtors’ Chapter 11 Cases with respect to any prepetition amounts that are authorized to be 
paid pursuant to this Final Order or any other order of this Court. 
13. 
For Banks at which the Debtors hold accounts that are not party to a 
Uniform Depository Agreement with the U.S. Trustee, the Debtors shall use their good-faith 
efforts to cause the Banks to execute a Uniform Depository Agreement in a form prescribed by the 
U.S. Trustee within 30 days of entry of this Interim Order.  The U.S. Trustee’s rights to seek further 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 40 of 45

 
 
6 
RLF1 28018280V.1 
relief from this Court on notice in the event that the aforementioned Banks are unwilling to execute 
a Uniform Depository Agreement in a form prescribed by the U.S. Trustee are fully reserved. 
14. 
The requirements provided in section 345(b) of the Bankruptcy Code are 
hereby suspended as to the Bank Accounts on a final basis. 
15. 
The Debtors are authorized to continue all efforts related to replacement of 
the Primis Account in the ordinary course as they had commenced prior to the Petition Date 
without need for any further order or authority from this Court. 
16. 
The Debtors are authorized to continue all efforts related to processing of 
the SBA Direct-Reserve Payments in the ordinary course as they had done prior to the Petition 
Date without need for any further order or authority from this Court. 
17. 
Notwithstanding the historical nature of the remittance of proceeds by the 
Debtors, nothing herein shall limit the Debtors’ duty to remit the full amount of proceeds 
constituting PPPLF Collateral to the Reserve Bank, which is governed by the PPPLF Program 
Agreements; provided, that the Debtors reserve their rights with respect to whether certain 
proceeds constitute PPPLF Collateral and all rights and defenses thereto are preserved. 
18. 
Despite use of a consolidated cash management system, the Debtors shall 
calculate quarterly fees under section 28 U.S.C. section 1930(a)(6) based on the disbursements of 
each Debtor, regardless of who pays those disbursements. 
19. 
Notice of the Motion is adequate under Bankruptcy Rule 6004(a). 
20. 
Notwithstanding the provisions of Bankruptcy Rule 6004(h), this Final 
Order shall be immediately effective and enforceable upon its entry. 
21. 
The Debtors are authorized to take all actions necessary or appropriate to 
effectuate the relief granted in this Final Order. 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 41 of 45

 
 
7 
RLF1 28018280V.1 
22. 
This Court shall retain jurisdiction to hear and determine all matters arising 
from or related to the implementation, interpretation, or enforcement of this Final Order. 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 42 of 45

 
 
 
 
 
 
RLF1 28018280V.1 
Exhibit C 
Bank Accounts 
Bank Name 
Account Name / Type 
Last 4 Digits of 
Account # 
Synovus 
Main Operating Account 
5201 
Primis 
Primis Account 
0578 
Synovus 
Legacy Lending ACH Account 
5243 
Synovus 
Debit Rails Account 
5219 
Synovus 
Agency Payments Account 
5235 
Synovus 
Other Customer Payments Account 
5227 
Celtic 
Celtic Bank Escrow Account 
0842 
Synovus 
Synovus Servicing Account 
5276 
Synovus 
Synovus CUBI Servicing Account 
5250 
Synovus 
Synovus CRB Servicing Account 
5268 
Synovus 
Kabbage Bridge Funding 
5987 
Synovus 
CUBI Loan Disbursement 
5946 
Synovus 
Kabbage Loan Disbursement 
5953 
Synovus 
SBA Fees 
5458 
Synovus 
Utility Deposit Escrow Account 
5441 
 
 
 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 43 of 45

 
 
 
 
 
 
RLF1 28018280V.1 
Exhibit D 
 
Cash Management System Diagram 
 
 
 
 
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 44 of 45

SBA Fees  (5458)
CUBI Loan 
Disbursements 
(5946)
Kabbage Loan 
Disbursements 
(5953)
Dormant Accounts
Escrow (5441)
Kabbage Bridge 
Funding (5987)
Synovus
Operating 
(5201)
Synovus CRB 
Servicing (5268)
Synovus CUBI 
Servicing  (5250)
CRB 
Borrowers
CUBI 
Borrowers
Payments
CUBI
CRB
Payments
CRB 
remittances
CUBI 
remittances
Refunds
Legacy 
Borrowers
Legacy Lending 
ACH (5243)
Payments
Collection 
Agencies
Agency Payments 
(5235)
Legacy Loan 
Recoveries
Celtic Bank Escrow 
(0842)
HCG
SR
Refunds
Other Customer 
Payments (5227)
Debit Rails (5219)
AirBnB
Vendors
Payments
Synovus Servicing 
(5276)
PPPLF 
Borrowers
Payments
Refunds
PPPLF
Vendors
Primis
(0578)
SBA
Forgiveness 
and guaranty 
purchase 
payments
Vendor 
Payments
PPPLF 
remittances
Borrower 
collections 
on loans 
guaranty 
purchased by 
SBA
Partner Bank 
Portfolio
PPPLF Portfolio
and 
KS PPP Portfolio
Legacy Portfolio
Other
KS 
Borrowers
Payments
SBA
Borrower collections 
on loans guaranty 
purchased by SBA
Case 22-10951-CTG    Doc 12    Filed 10/03/22    Page 45 of 45

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