Rule 2004 Motion — In re KServicing

Record facts

U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 622 · 2023-03-08 · Docket on CourtListener

Full text

IN THE UNITED STATES BANKRUPTCY COURT 
FOR THE DISTRICT OF DELAWARE 
 
 
 
In re  
 
KABBAGE, INC. d/b/a KSERVICING, et al.,  
 
Debtors.1 
 
 
Chapter 11 
 
Case No. 22-10951 (CTG) 
 
(Jointly Administered) 
 
Hearing Date (requested): 
  March 20, 2023, at 10:00 a.m. ET 
Objection Deadline (requested): 
  March 15, 2023, at 4:00 p.m. ET 
 
 
JOINT MOTION OF CROSS RIVER BANK AND CUSTOMERS BANK FOR AN 
ORDER, PURSUANT TO SECTION 105(a) OF THE BANKRUPTCY CODE, 
BANKRUPTCY RULE 2004, AND LOCAL BANKRUPTCY RULE 2004-1, 
AUTHORIZING AND DIRECTING THE EXAMINATION OF AMERICAN EXPRESS 
KABBAGE INC. 
 
Cross River Bank (“Cross River”) and Customers Bank file this motion, pursuant to 
Bankruptcy Code section 105(a), Bankruptcy Rule 2004, and Local Rule 2004-1, seeking the entry 
of an order, substantially in the form annexed hereto as Exhibit A (the “Proposed Order”), 
authorizing and directing discovery from American Express Kabbage Inc. (“Amex Kabbage,” and 
collectively with its parent, American Express Travel Related Services Company, Inc., and 
subsidiaries of such parent, “American Express”)2 substantially in the form annexed as Exhibit 1 
 
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) (collectively, the “Debtors”). 
2    Cross River and Customers Bank believe that Amex Kabbage has possession, custody, or 
control over the relevant information sought in this Motion.  However, because little 
information regarding the October 2020 American Express transaction with Kabbage is public 
or known, this motion references American Express in certain contexts, and the movants 
reserve all rights with respect to any other American Express entities. 
21673442 
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to the Proposed Order.  In support of the Motion, Cross River and Customers Bank respectfully 
represent as follows:3 
INTRODUCTION4 
1. 
The Debtors service more than $565 million in Paycheck Protection Program 
(“PPP”) loans owned by Cross River and approximately $180 million in PPP loans for Customers 
Bank.  For over a year, Cross River has been trying to obtain copies of its Servicing Files, as 
defined in the CRB Agreements,5 for Cross River’s PPP Loans (the “CRB Servicing Files”).  
Customers Bank has made similar efforts to obtain its own files and key information (the “CB 
Files” and, together with the CRB Servicing Files, the “Partner Bank Files”), and has not received 
the complete requested transaction data information and key origination data. 
 
3    All references to an “Ex. __” refer to exhibits attached to the Declaration of Isaac Nesser (the 
“Nesser Declaration”) filed contemporaneously with and in support of this motion.   
4  Capitalized terms not defined herein are defined in the Plan [ECF 466] and Disclosure 
Statement [ECF 467]. 
5  Under the CRB Agreements, the “Servicing File” for a loan includes, among other things, “the 
documents, files and record held or maintained by or on behalf  of [Kabbage] pertaining 
specifically to such [loan] or the servicing thereof, including, without limitation, computer 
files, data tapes, books, records, electronic copies of documents, notes and Asset Files relating 
to such [loan].”  Sale and Servicing Agreement among Cross River Bank and Kabbage dated 
as of May 6, 2020 (“SAS”), § 1 at 6; see also Letter Agreement with respect to servicing under 
Loan Program Agreement, dated September 17, 2020, at 3-4 (“LPA Letter Agreement”).  The 
“Servicing File” for each loan further includes, as part of the “Asset File,” “(i) the related 
Governing Contract with the Loan Obligor fully executed or deemed executed, (ii) all 
amendments, restatements, modifications, riders or other supplements to the related Governing 
Contract with the Loan Obligor fully executed or deemed executed, (iii) the related loan 
application (consisting of the SBA Form 2483), (iv) the account number assigned to the 
applicable Loan Obligor, (v) the SBA loan number assigned to the applicable Asset, (vi) the 
resolution to borrow form utilized by the Seller, (vii) the Seller’s SBA Form 2484 and 
(viii) copies of any forms or other documentation necessary to be submitted to the SBA in 
order for the Asset to be eligible for the benefit of the SBA’s guaranty of the Asset.”  SAS § 
1, at 2; see also LPA Letter Agreement at 4 (using the term “Loan File” rather than “Asset 
File”). 
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2. 
The Debtors are required by Court-ordered stipulation to provide Cross River with 
the CRB Servicing Files.  See Order Approving Stipulation Between The Debtors And Cross River 
Bank [ECF 444 & 441-1] (together, the “Servicing File Order”).  The Debtors, however, have 
stated that they lack possession, custody, or control of certain parts of the CRB Servicing Files as 
the result of a transaction with American Express in October 2020.  During this transaction, key 
components of the Servicing Files were transferred from Kabbage, who had held those files in 
trust for Cross River, to American Express (without Cross River’s knowledge or consent).  
Although the Debtors have stated that they retained partial access to some components of the CRB 
Servicing Files, they have also stated that part of the files are outside of their possession, custody, 
and control and solely within American Express’s purview.  As a result, the Debtors appear to be 
unable to provide the complete CRB Servicing Files to Cross River (as they are required to do) 
without American Express’s cooperation.  The same is true as to Customers Bank’s files.  Yet, 
despite numerous requests from Cross River and Customers Bank to the Debtors, the Debtors’ 
written demand for this information from American Express, and the fact that this material is Cross 
River’s and Customers Bank’s property, respectively (not property of the Debtors or American 
Express), American Express has not provided adequate access or copies.  
3. 
This motion seeks to compel American Express to produce the data and documents 
contained within the Servicing Files and related thereto that they have so far failed to deliver.  At 
the Debtors’ insistence, Cross River and Customers Bank have allowed the Debtors to attempt to 
work with American Express to obtain the Partner Bank Files.  But the Debtors have not yet been 
able to provide any further information or documents from American Express, and time has run 
out.  Per the Debtors’ Plan, servicing of Cross River’s and Customer Bank’s loans must be 
transferred in potentially a matter of just a few weeks, and as submitted in Cross River’s limited 
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objection to Plan confirmation (ECF 592) and Customer Bank’s joinder thereto (ECF 594), there 
are serious concerns regarding the ability of the Debtors to meet their transfer obligations.  It is 
also imperative that Customers Bank and Cross River obtain the full loan files and related 
information so that they can understand the loans that remain at issue and to facilitate the 
processing of forgiveness applications and guaranty payments by the SBA.   
4. 
Cross River and Customers Bank will continue to work with the Debtors and 
American Express to obtain the information sought in this Motion and to transfer servicing of the 
movants’ PPP loans to a new servicer.  Cross River understands that in the immediate days prior 
to the filing of this motion, American Express provided some limited information to the Debtors.  
Cross River has not received that information as of yet, but understands it is at most a small subset 
of the information sought through this Rule 2004 discovery.   
5. 
Moreover, as discussed herein, given the posture of these chapter 11 cases and the 
lack of information to date, Cross River and Customers Bank believe this Motion is necessary and 
ask the Court to grant the relief requested.  In addition, Cross River and Customers Bank 
understand that to transfer servicing, to continue servicing, and to comply with regulatory and legal 
obligations under PPP guidelines and otherwise, the movants and the Debtors, among others, may 
require information and cooperation from American Express beyond what is sought in this Motion.  
The movants reserve all rights to seek further relief in that regard as necessary. 
I.  JURISDICTION 
6. 
The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 1334 and 157.  
This Motion is a core proceeding pursuant to 28 U.S.C. § 157(b).  Venue is proper in this Court 
pursuant to 28 U.S.C. §§ 1408 and 1409.  The statutory bases for the relief requested herein are 
Bankruptcy Code sections 105(a) and 1103, as supplemented by Bankruptcy Rule 2004 and Local 
Rule 2004-1. 
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II.  FACTUAL BACKGROUND 
7. 
Cross River and Kabbage entered into agreements relating to the origination and 
servicing of PPP loans in April and May of 2020.  Pursuant to the Loan Program Agreement (as 
amended and supplemented, the “LPA”), Cross River appointed Kabbage to act as its “Agent” to 
market, process, and service PPP applications on Cross River’s behalf.  Cross River and Kabbage 
also entered into the SSA, which, among other things, effectuated Cross River’s purchase of the 
rights to certain PPP loans that Kabbage had previously originated in its own name (defined in the 
SSA as the “Assets”).  The SSA also obligated Kabbage to continue in its role as servicer for the 
Assets.   
8. 
The LPA requires Kabbage to “maintain and retain on behalf of [Cross River] all 
original” loan applications, copies of notices of declination, other documents relating to rejected 
loan applications, and originals or copies of any other documents provided to or received from 
borrowers, LPA § 3.1(g), and to provide such documents to Cross River on request.  Id. § 3.1(i)(2).  
Likewise, the SSA requires Kabbage to “collect, verify, and maintain all documents required under 
the CARES Act, the Paycheck protection Program and SBA Regulations for each Asset to be an 
eligible loan to an eligible borrower,” SSA § 5(e)(iv), (vi), and to provide access to such documents 
upon Cross River’s request, id. §§ 5(e)(viii), 9(b).   
9. 
Both the SSA and LPA state that the “Servicing File”—the “documents, files and 
records held or maintained by or on behalf of [Kabbage]”—is the property of the Cross River, that 
it is held in trust by Kabbage “in a custodial capacity only,” and that Kabbage “shall deliver” 
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Servicing Files to Cross River “promptly” upon request.  SPA § 11(a); LPA Letter Agreement at 
3-4. 6 
10. 
In October 2020, the Debtors transferred the substantial majority of their assets to 
Amex Kabbage.  Disclosure Statement at 3; see also Debtors’ 2004 Motion at 5 [ECF 576].  
American Express obtained, among other things, the Debtors’ valuable lending and servicing 
platform, and the Kabbage IP, including the “Kabbage” name.  See Disclosure Statement at 43.  
American Express now runs “Kabbage Funding From American Express.”  The Debtors’ 
management and shareholders took nearly all of the $750 million that American Express paid for 
the Debtors’ assets.  Id. at 43.  Kabbage itself was rendered a “wind down” entity, with minimal 
funding, intended to service the loans and then close.  Id.   
11. 
As relevant here, in connection with the transaction, Kabbage transferred certain 
data and information to American Express.  This transfer included key components of the servicing 
files Kabbage was required to maintain, and which are Cross River’s property and Customers 
Bank’s property, under each of their respective agreements.7 
 
6   As detailed in numerous pleadings filed with this Court, including Customer Bank’s Motion 
for Entry of an Order Compelling Compliance with Court Approved Settlement Agreement [ 
ECF 336] at paragraphs 1-7, Customers Bank has a similar contractual relationship with the 
Debtor, and one of the agreements between the parties, the April 2020 Processing and 
Servicing Agreement provides that the “Loan File” “means, with respect to each Loan, the 
Loan Application, Note, Loan Agreement, and any other documents provided to Borrowers in 
connection with a Loan, as directed by the Bank” (p.3) and that “Loan Files” are the “sole 
property of the Bank” and “shall remain the sole property of the Bank at all times” (p. 22).  
Another agreement between Customers Bank and the Debtor, the Sales and Servicing 
Agreement, defines Loan Documents as “the Asset Files, Servicing File, Confirmation 
Documents, and any documents created under the Subservicer’s compliance program related 
to the Asset” (p. 4) and provides that the Debtor “shall deliver or cause to be delivered . . . as 
soon as practicable upon request, all Loan Documents” (p. 14).   
7   Nothing herein should be construed as a waiver of any claims belonging to Cross River or 
Customers Bank with respect to American Express’s possession of aspects of the Servicing 
Files, and each of Cross River and Customers Bank expressly reserves all rights with respect 
to such claims. 
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12. 
To fulfill its servicing obligations, Kabbage entered into a transition services 
agreement with Amex Kabbage (“AmEx TSA”), pursuant to which American Express is to 
provide Kabbage “with information and access to books and records necessary and critical to run 
its PPP business.”  Disclosure Statement at 35.  Debtors state that they have attempted to obtain 
information pursuant to the AmEx TSA, but that American Express has not been accommodating.  
See id. (“With the incredibly voluminous information production requests from the DOJ and 
various other stakeholders in connection with the Disputes, AmEx’s performance under the AmEx 
TSA is more important than ever.  Nevertheless, retrieving documents from AmEx has and 
continues to be difficult and requires concerted effort as responses are often delayed and 
incomplete.”); see also Declaration of Deborah Rieger-Paganis ¶ 16 [ECF 13] (“First Day 
Declaration”) (citing “AmEx’s refusal to honor its obligations under a Transition Services 
Agreement [ ] between the Company and AmEx entered into in connection with the AmEx 
Transaction, which has affected the Company’s ability to perform a number [of] operational 
functions”). 
13. 
Notwithstanding its obligations under the AmEx TSA, and notwithstanding that it 
does not own the Partner Bank Files, American Express has failed to provide key components of 
those files to the Debtors or Cross River and Customers Bank.  Following conversations between 
American Express and the Debtors in December 2022, Cross River’s in house counsel reached out 
directly to in-house counsel at American Express in January 2023, who responded by directing 
Cross River to American Express’s outside counsel.  Nesser Decl. ¶ 7.  Outside counsel from Cross 
River then called American Express’s outside counsel on January 11, 2023 to meet and confer.  
Id. ¶ 8.  During that call, American Express informed Cross River that it would be most efficient 
for American Express to receive information requests directly from the Debtors.  Id.  
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14. 
Based on that representation by American Express, and at Cross River’s urging, the 
Debtors wrote a letter to American Express on January 13, 2023 demanding that American Express 
agree by January 19, 2023 to provide certain requested materials, and that American Express 
actually provide those materials by February 17, 2023.8  Id. ¶ 9 & Ex. 3 (Jan. 13, 2023 Letter).  
The letter highlighted the “importance of this information to the Debtors’ proper fulfillment of 
their loan servicing obligations and the administration of the Debtors’ estates,” and states that 
“[g]iven the importance of the materials to the Debtors’ estates, if Amex Kabbage opposes 
providing the requested information, the Debtors will file a [Rule 2004] motion . . . .”  Ex. 3 (Jan. 
13, 2023 Letter) at 1-2.  American Express has yet to provide the requested materials, and Cross 
River understands that American Express has similarly refused to commit to providing it.  Nor 
have the Debtors pursued any action as to American Express to obtain the materials.   
15. 
The files in American Express’s possession are relevant not only to the impending 
servicing transfer, administration of forgiveness and guaranty purchase applications, and to the 
liquidation of Cross River’s asserted claims against the Debtors, but also to numerous 
governmental investigations regarding the Debtors and their origination of PPP Loans.  See 
Disclosure Statement at 30-35.  Additionally, the SBA has held up the payment of PPP loans held 
by Customers Bank and Cross River for forgiveness or guarantee purchase on multiple purported 
grounds, including that the Debtors may not have followed proper procedures at the time of 
origination, and that the Debtors should be liable for loan amounts paid to borrowers exceeding 
what the borrowers were entitled to receive.  First Day Declaration ¶ 16.  As indicated by the 
 
8     The Debtors rejected Cross River’s request for the letter to be a joint letter from the Debtors 
and Cross River, and similarly rebuffed Cross River’s requests that the Debtors seek relief 
from the Court to enforce American Express’s obligations to turn over Cross River’s Servicing 
Files.   
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requests in the Debtors’ January 13 letter, American Express has numerous files in its possession 
that relate to the origination of the loans, including, among others, the procedures at the time of 
origination and KYC/KYB data and documents, each of which are critical to responding to any 
SBA inquiries and receipt of the repayment of PPP loans.  See Ex. 3 (Jan. 13, 2023 Letter, Schedule 
of Requests). 
III.  RELIEF REQUESTED 
16. 
Pursuant to section 105(a) of the Bankruptcy Code, Bankruptcy Rule 2004, and 
Local Rule 2004-1, Customers Bank and Cross River seek authorization to issue subpoenas for the 
production of documents from American Express substantially in the form set forth in Exhibit B 
(“Document Requests”).  Pursuant to Bankruptcy Rule 2004, American Express should be 
directed to produce all documents described in the Document Requests for examination and 
copying.   
IV.  BASIS FOR RELIEF 
17. 
“On motion of any party in interest, the court may order the examination of any 
entity.”  Fed. R. Bank. P. 2004(a).  Bankruptcy Rule 2004 “allows parties with an interest in the 
bankruptcy estate to conduct discovery into matters affecting the estate”  In re Teleglobe Comm’ns 
Corp., 493 F.3d 345, 354 (3d Cir. 2007), and has been termed the “basic discovery device used 
[in] bankruptcy cases.”  In re French, 145 B.R. 991, 992 (Bankr. D. S.D. 1992).  Rule 2004 permits 
examination of a party without the requirement of an adversary proceeding or contested matter.  
Id.   
18. 
The purpose of Bankruptcy Rule 2004 is to permit a broad investigation into the 
financial affairs of the debtors to assure the proper administration of bankruptcy estates.  In re 
Symington, 209 B.R. 678, 683 (Bankr. D. Md. 1997) (citations omitted).  Rule 2004 discovery may 
be taken of both debtors and third parties.  In re Bennett Funding Grp., Inc., 203 B.R. 24, 28 
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(Bankr. N.D.N.Y. 1996) (“Third parties are also subject to examination under this rule if they 
possess knowledge of the debtor's acts, conduct or financial affairs which relate to the bankruptcy 
proceeding.”); see also Valley Forge Plaza Assocs., 109 B.R. 669, 674 (Bankr. E.D. Pa. 1990) 
(same).   
19. 
Bankruptcy Rule 2004(b) provides that the scope of the examination “may relate 
only to the acts, conduct, or property or to the liabilities and financial condition of the debtor, or 
to any matter which may affect the administration of the debtor’s estate, or to the debtor’s right to 
a discharge.”  Fed. R. Bankr. P. 2004(b).  In addition, “the examination may also relate to the 
operation of any business and the desirability of its continuance, the source of any money or 
property acquired or to be acquired by the debtor for purposes of consummating a plan and the 
consideration given or offered therefor, and any other matter relevant to the case or to the 
formulation of a plan.”  Id.   
20. 
Moreover, the scope of a Bankruptcy Rule 2004 examination is broader than 
discovery under the Federal Rules of Civil Procedure.  Indeed, courts have recognized that the 
scope of Bankruptcy Rule 2004 examinations is broad, unfettered, and can legitimately be in the 
nature of a “fishing expedition.”  In re Countrywide Home Loans, Inc., 384 B.R. 373, 400 (Bankr. 
W.D. Pa. 2008); In re Lev, 2008 WL 207523, at *3 (Bankr. D.N.J. 2008) (unpublished); In re 
Bakalis, 199 B.R. 443, 447 (Bankr. E.D.N.Y. 1996); In re Valley Forge Plaza Assocs., 109 B.R. 
at 674. 
21. 
Here, Customers Bank and Cross River are parties in interest entitled to seek 
discovery under Rule 2004, including because of Cross River’s status as a creditor.  See 11 U.S.C. 
§ 1109(b) (including “creditor” in non-exhaustive list); In re Addison Cmty. Hosp. Auth., 175 B.R. 
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646, 650 (Bankr. E.D. Mich. 1994) (Ҥ 1109(b) must be broadly construed to permit parties 
affected by the proceeding to appear and be heard.”). 
22. 
Rule 2004 discovery of American Express is appropriate because American 
Express is undoubtedly in possession of information (including the Partner Bank Files) that is 
related to the acts or conduct of the Debtors – including, for example, the origination of the PPP 
loans.  The origination of such loans is the subject of numerous governmental investigations, and 
underlies Cross River’s claims against the bankruptcy estate.  Similarly, the information sought 
from American Express undoubtedly affects the administration of the Debtors’ estates because it 
includes parts of CRB’s Servicing Files, which the Debtors are obligated to produce to Cross River, 
as well as other information and documents that the Debtors must provide to Cross River and 
Customers Bank as part of the servicing transfer pursuant to the Debtors’ chapter 11 Plan.  In short, 
the Document Requests seek from American Express servicing files that are the property of Cross 
River and Customers Bank, and which are necessary in light of the ongoing governmental 
investigations, government requests for information in the administration of the repayment of the 
PPP loans, the impending need to transfer servicing, and the liquidation of Cross River’s claims 
against the Debtors.  Additionally, the Document Requests are narrow—they only seek the 
components of the servicing files and related information that are in American Express’s 
possession, custody, or control in respect of Cross River and Customers Bank, as applicable.   
V.  CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2004-1 
23. 
Cross River first asked for information concerning a number of Cross River owned 
loans nearly a year and a half ago, and have repeatedly sought the information both prepetition and 
postpetition.  Nesser Decl. ¶ 2. 
24. 
On December 5, 2022, Cross River’s counsel at Quinn Emanuel had a call with 
counsel for the Debtors to request the CRB Servicing Files.  Id. ¶ 3.  Quinn Emanuel followed up 
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with an email to counsel for the Debtors on December 8, 2022, requesting again that the Debtors 
provide the CRB Servicing Files.  Id. ¶ 4.  In the following weeks, Cross River and Debtors further 
discussed transfer of the CRB Servicing Files.  Id. ¶ 5.   
25. 
On January 11, 2023, Cross River and the Debtors entered into a stipulation 
requiring the Debtors to provide the CRB Servicing Files, which this Court so ordered on January 
17, 2023.  Nesser Decl. ¶ 6 & Ex. 2 (ECF 444 & 444-1).  It became apparent, however, that the 
Debtors would not be able to provide material parts of the CRB Servicing File as they were in 
American Express’s possession, and the Debtors apparently lacked sufficient access.   
26. 
As described above, Cross River’s in house counsel reached out directly to in-house 
counsel at American Express in January 2023, who responded by directing Cross River to 
American Express’s outside counsel.  Nesser Decl. ¶ 7.  Outside counsel from Cross River then 
called American Express’s outside counsel on January 11, 2023 to meet and confer.  Id. ¶ 8.  
During that call, American Express informed Cross River that it would be most efficient for 
American Express to receive information requests directly from the Debtors.  Id.  
27. 
The Debtors have purported to have requested this material from American Express 
numerous times, and frequently over the recent months.  Indeed, after both American Express and 
the Debtors declined to have Cross River directly involved in discussions regarding Cross River’s 
own files, the Debtors sent a letter on January 13, 2023 with a specific list of critical components 
of servicing files and related information in American Express’s possession that the Debtors, Cross 
River, Customers Bank, and the Federal Reserve Bank required.  American Express has yet to 
produce these files.   
28. 
Movants understand that American Express’s position is that there should be further 
meet and confers before this motion is filed.  Movants respectfully disagree.  As described above, 
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the process has been dragging on for months and there is no further time to delay.  Movants, of 
course, are willing to continue to meet and confer with American Express while the motion is 
pending.  However, given American Express’s failure to produce the material, and given the status 
of these chapter 11 cases, Customers Bank and Cross River have been forced to seek relief from 
the Court.   
VI.  NO PRIOR REQUEST AND RESERVATION OF RIGHTS 
29. 
No previous request for the relief sought herein has been made to this Court or any 
other court.  Cross River and Customers Bank reserve the right to apply to the Court to seek 
additional discovery in connection with these matters. 
 
CONCLUSION 
WHEREFORE Cross River and Customers Bank respectfully request that the Court grant 
the relief requested herein and such other and further relief as it deems just and proper. 
 
Dated: March 8, 2023  
 
 
Respectfully submitted, 
Wilmington, Delaware 
BENESCH, FRIEDLANDER, COPLAN & 
ARONOFF LLP 
 
/s/ Gregory W. Werkheiser 
 
 
Gregory W. Werkheiser (No. 3553) 
1313 N. Market Street, Suite 1201 
Wilmington, Delaware 19801 
Telephone: (302) 442-7010 
Facsimile: (302) 442-7012 
gwerkheiser@beneschlaw.com 
 
-and- 
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QUINN EMANUEL URQUHART &  
SULLIVAN, LLP 
 
Susheel Kirpalani (admitted pro hac vice) 
Isaac Nesser (admitted pro hac vice) 
51 Madison Avenue, 22nd Floor 
New York, NY 10010 
Telephone:  (212) 849-7000 
susheelkirpalani@quinnemanuel.com 
isaacnesser@quinnemanuel.com 
 
Erika Morabito (admitted pro hac vice) 
1300 I Street NW, Suite 900 
Washington, D.C. 20005 
Telephone: (202) 538-8000 
erikamorabito@quinnemanuel.com 
 
Matthew R. Scheck (admitted pro hac vice) 
300 West 6th Street, Suite 2010 
Austin, TX 78701 
Telephone: (737) 667-6100 
matthewscheck@quinnemanuel.com 
 
Counsel to Cross River Bank 
 
 
Sullivan Hazeltine Allinson LLP 
 
/s/ William A. Hazeltine 
 
 
William D. Sullivan (No. 2820) 
William A. Hazeltine (No. 3294) 
919 N. Market Street, Suite 420 
Wilmington, Delaware 19801 
Telephone: (302) 428-8191 
Facsimile: (302) 428-8195 
whazeltine@sha-llc.com 
 
-and- 
 
 
 
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HOLLAND & KNIGHT LLP 
John J. Monaghan (admitted pro hac vice) 
Jeremy M. Sternberg (admitted pro hac vice) 
Lynne B. Xerras 
10 St. James Avenue 
Boston, MA 02116 
Telephone: 617-523-2700 
Facsimile: 617-523-685 
john.monaghan@hklaw.com 
jeremy.sternberg@hkaw.com 
lynne.xerras@hklaw.com 
 
Counsel to Customers Bank 
 
 
 
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