Declaration of Laquisha Milner in Support of Plan Confirmation — In re KServicing

Record facts

U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 636 · 2023-03-09 · Docket on CourtListener

Summary

A declaration of Laquisha Milner, Chief Executive Officer of Kabbage, Inc. d/b/a KServicing, filed March 9, 2023 as Doc 636 in the jointly administered Chapter 11 cases of Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), in the United States Bankruptcy Court for the District of Delaware. Made under 28 U.S.C. § 1746, it supports confirmation of the Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. and its affiliated debtors, Docket No. 466. The declarant describes the debtors' work to transition PPP Loan servicing obligations to servicers designated by the Reserve Bank, CRB, CB and the SBA, and the data-transfer obstacles she identifies. It states that a December Workplan was shared with CRB through counsel on December 22, 2022, that CB reported technology deficiencies on March 8, 2023, and that a call with Biz2Credit was set for March 9, 2023.

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Full text

RLF1 28712439V.1 
UNITED STATES BANKRUPTCY COURT 
DISTRICT OF DELAWARE 
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: 
 
In re 
: 
Chapter 11 
 
: 
 
KABBAGE, INC. d/b/a KSERVICING, et al., : 
Case No. 22-10951 (CTG) 
 
: 
 
Debtors.1 
: 
(Jointly Administered) 
 
 
 
: 
: 
: 
 
------------------------------------------------------------ x
 
 
 
 
DECLARATION OF LAQUISHA MILNER IN SUPPORT OF CONFIRMATION  
OF AMENDED JOINT CHAPTER 11 PLAN OF LIQUIDATION 
OF KABBAGE, INC. (d/b/a KSERVICING) AND ITS AFFILIATED DEBTORS 
 
 
I, Laquisha Milner, pursuant to 28 U.S.C. § 1746, hereby declare under penalty of perjury 
that the following is true and correct to the best of my knowledge, information, and belief:  
1. 
I am the Chief Executive Officer of Kabbage, Inc. d/b/a KServicing 
(“KServicing”) and its debtor affiliates, as debtors and debtors in possession in the above-
captioned chapter 11 cases (collectively, the “Debtors”).  I am also a member of the Company’s 
Board of Directors.  
2. 
I joined the Company in January 2021.  Prior to my role as Chief Executive 
Officer, I served as the Company’s Chief Operations Officer.  I have over twenty years of 
experience in financial technology (fintech) operations.  Before joining the Company, I was the 
Vice President of Project Management at Vector Solutions, and I also served in the roles of Head 
of Program Management, Head of Business Process Engineering, and Head of Platform 
 
1  
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 
number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A); 
Kabbage Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding 
2019-A LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used 
under license; Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and 
service address is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309. 
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Implementations for Kabbage, Inc. (prior to the AmEx Transaction and the SBA’s launch of the 
PPP) at various times over the course of eight years.  I did not work for Kabbage, Inc. in any 
capacity from April 2020 until I rejoined the Company in January 2021.    
3. 
I submit this declaration (the “Declaration”) in support of confirmation of 
the Amended Joint Chapter 11 Plan of Kabbage, Inc. (d/b/a KServicing) and Its Affiliated Debtors 
[Docket No. 466] (as may be amended, modified, supplemented, or restated, the “Amended 
Plan”).2  I have reviewed, and I am generally familiar with, the provisions of the Amended Plan.   
4. 
In my capacity as Chief Executive Officer, I am knowledgeable and familiar 
with the Debtors’ day-to-day operations, business and financial affairs, books and records, and 
these chapter 11 cases.  I was personally involved in the development of the plan to transition the 
Debtors’ PPP Loan servicing obligations to third-party loan servicers (the “Transition”), and I am 
overseeing the Debtors’ transition efforts.  Except as otherwise indicated, all facts set forth herein 
(or incorporated by reference herein) are based upon my personal knowledge, my review of 
relevant documents and other information, including relevant historical business records of the 
Debtors and information provided to me by employees working under my supervision, my duties 
and responsibilities as Chief Executive Officer for the Debtors, my familiarity with the Debtors’ 
business operations and financial conditions, as well as my discussions with the Debtors’ board of 
directors (the “Board”), management team (“Management”), and advisors.  If I were called upon 
to testify, I could and would testify competently to the facts set forth herein.  
 
2  
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in 
the Amended Plan, the Amended Disclosure Statement for the Amended Joint Chapter 11 Plan of Liquidation of 
Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors (Docket No. 467) (the “Disclosure Statement”), or 
the concurrently filed Debtors’ (I) Memorandum of Law in Support of Confirmation of Amended Joint Chapter 
11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and Its Affiliated Debtors and (II) Omnibus Reply to 
Objections Thereto (the “Memorandum”), as applicable. 
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The Debtors’ Objectives 
5. 
The Amended Plan provided flexibility (via the toggle mechanism) for the 
Debtors to take different paths toward confirmation that were contingent on certain variables.  One 
of these contingencies was securing the necessary funds to continue the Debtors’ operations:  to 
submit tens of thousands of 24-month loans for guaranty purchase or forgiveness ahead of SBA 
submission deadlines beginning in October 2022, all while continuing to process and service the 
remaining loan population, responding to a constant stream of SBA inquiries, and simultaneously 
determining whether the Debtors would continue to serve as the loan servicer for certain 
stakeholders after emergence from chapter 11 or if the Debtors would transfer such services to a 
third party. After securing the necessary funds, the Debtors maintained their servicing activities 
and managed inbound requests from governmental entities and the Partner Banks related to 
auditing already processed loans.  After careful consideration, taking into account among other 
things liquidity needs, resources, impact on borrowers, and being informed by their advisors that 
the Debtors were able to reject certain contracts through the bankruptcy process (such that 
obligations with respect to having to transfer servicing would be easier on the Debtors and harder 
on CRB, CB, and the PPP Loan borrowers), the Debtors determined which plan process should be 
pursued.  Upon the Debtors’ determination to transition their servicing obligations to a third party 
designated by applicable stakeholders, Management turned in earnest to developing a transition 
plan that would provide for the transition of its servicing obligations while also taking into account 
the Debtors’ limited resources.   
6. 
Management recognized that a transition plan would need to account for 
many operational and technical challenges including (i) having files and information related to 
each PPP Loan on multiple servicing platforms and in the control or custody of parties other than 
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the Debtors, (ii) the complexity in providing for a large scale data transfer on a truncated timeline, 
(iii) transferring data to four different parties – the Reserve Bank, CRB, CB, and the SBA – each 
with different technology capabilities and requirements, (iv) continuing to service loans, (v) 
coordinating with various stakeholders to ensure their servicing needs would be achieved at the 
conclusion of such transfer, and (vi) and accomplishing such transfer.  Management also 
understood that achieving this ambitious objective would involve certain factors outside of the 
Debtors’ control, including the cooperation of the Debtors’ stakeholders that were the ultimate 
beneficiaries of the servicing transition.  Despite the clear challenges and notwithstanding having 
a clear option for wind down that would be easier if transferring servicing obligations for the 
Partner Banks were not undertaken, the Debtors have pursued the Transition and remained 
consistent with Management’s longstanding mission: to do what is right—even when it is difficult.   
7. 
The Debtors’ small but dedicated team of employees (the “Transition 
Team”), met on a frequent basis throughout these chapter 11 cases to design a multi-phase, multi-
stakeholder transition plan, inclusive of possible alternative solutions should certain challenges 
arise, that if implemented would provide for the herculean task of transitioning the Debtors’ highly 
complex portfolio.  In parallel with the development of the transition plan, the Transition Team 
continued to perform the Debtors’ extensive servicing obligations.  Specifically, members of the 
Transition Team are responsible for servicing all PPP Loans, responding to voluminous audit 
requests from the U.S. government that have amounted to hundreds of inbound queries a day and 
periodic inquiries about tens of thousands of loans at a time, and information demands from the 
same stakeholders also requiring the Transition, at unpredictable times with short deadlines.   
8. 
As is necessary for a transition of the type contemplated, the Debtors have 
remained in constant discussion and consultation with the Reserve Bank, SBA, CRB, and CB and 
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their respective alternate servicers (together, the “Transition Parties”) throughout these 
proceedings and are in the process of negotiating various agreements and formulating collaborative 
work plans with respect to the Transition.  The Debtors have worked closely with the Transition 
Parties to establish a consensually designed process and reach an agreement as to substantive terms 
for the transfer of servicing of the PPPLF Loans, the CRB PPP Loans, and the CB PPP Loans, 
respectively.   
9. 
The Debtors have also undertaken efforts to address obtaining and 
transferring necessary data to the Transition Parties that is in the possession and control of third 
parties such as American Express.  Specifically, the Debtors (i) identified for the Transition Parties 
where material data resided to the extent it was on a third party platform, (ii) provided the 
Transition Parties with descriptions of the contractual arrangements with the Debtors and such 
third parties so that the Transition Parties may determine if they needed to enter into similar 
contractual arrangements, (iii) reached out to parties such as American Express to request their 
cooperation in the transfer of such data, (iv) facilitated meetings among American Express and the 
Transition Parties to begin direct engagement between the stakeholders, and (v) continued active 
dialogue with American Express to obtain the data and information the Debtors demanded in 
writing be provided in furtherance of the Transition. 
10. 
The efforts of the Transition Team culminated in the Transition Plan (as 
defined herein), which describes the process of transitioning the Debtors’ PPP Loan servicing 
obligations to the Transition Parties.  Although the Transition has not yet been fully implemented 
and the active participation of the Transition Parties and other third parties remain necessary to 
achieve completion, the Debtors are making strides on a daily basis that bring them closer to 
completing this extraordinarily challenging objective.  The Debtors have worked tirelessly to 
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effectuate the Transition, and will continue to do so through the remainder of these chapter 11 
cases.   
11. 
I believe that the Transition has advanced at the swiftest pace practicable 
for the Debtors given the facts and circumstances, and is at a stage in the process that demonstrates 
the Debtors’ ability to complete the Transition’s remaining necessary steps in order for the 
Amended Plan to go effective.  
THE INITIAL TRANSITION PROCESS 
12. 
The Transition involves significant operational, technological and legal 
obstacles, and from the early stages of these proceedings the Debtors focused on developing a 
practical transition plan that could both overcome these obstacles and be acceptable to the 
Transition Parties.  By December 2022, the Debtors developed a workplan (the “December 
Workplan”), designed to bring uniformity and clarity to the transition by assisting the Transition 
Parties with aligning on the definition of loan files, identifying the location of various components 
of those files, and determining the data necessary for the Transition Parties to undertake their 
respective go-forward servicing obligations.  Specifically, the December Workplan identified the 
categories of information to be provided, who at the Debtors will coordinate the effort in providing 
the information, how that person will approach the task, the level of involvement, and the “Work 
Effort to Provide Information” which includes an express qualifier that states “Best efforts/best 
case; based on assumption and subject to contingencies.”  The December Workplan also included 
estimates for the amount of effort required to accomplish certain tasks related to the retrieval and 
distribution of data and information using an approximate number of days of labor as a metric.  
The periods listed in the December Workplan were illustrative, applicable to each Transition Party 
on a sequential and not concurrent basis, and not intended to be delivery timelines, let along 
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binding commitments.   Further, the “Work Effort to Provide Information” notably includes an 
express qualifier that states “Best efforts/best case; based on assumption and subject to 
contingencies” and were subject to, among other things, the cooperation and participation of CRB 
and finalization of the scope of “Servicing Files”.  The Debtors shared the December Workplan 
with CRB, through counsel, on December 22, 2022.  The Transition Team met with and walked 
CRB and its counsel through the December Workplan on December 29, 2022, and discussed the 
Transition steps therein.   
13. 
The technical practicalities of the Transition are complex, but at a high 
level, the data involved in the Debtors’ loan servicing flows from several different locations within 
and outside of the Debtor’s control—including at American Express and Biz2Credit—and 
involves various data types that may not be compatible with all data platforms and processing 
programs used by other loan servicers.  The Debtors’ technology stack works seamlessly within 
one footprint, but to have four different parties step into one partitioned footprint, requires 
significant data management expertise on all sides.  The data management expertise and ability to 
receive the outputs in particular is why the Debtors stressed to the Transition Parties for months 
that they needed to identify an alternative servicer to coordinate the process.  Absent knowing the 
entity who would ultimately receive the loan servicing data, the Debtors were unable to confirm 
the transferee entity’s technological capabilities for receiving the information and unable to ensure 
the Transition would not have to occur more than once.  Without the critical step of knowing end 
users, the Debtors could prepare for and execute the front-end of a transfer but still be unsuccessful 
because the party on the receiving end lacked the ability to receive the data in an efficient manner, 
or at all.  This could easily create a situation where the Debtors would have to redo the front-end 
transfer, wasting precious time and effort.  The Transition Team is now seeing that exact situation 
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play out with CB’s notification to the Debtors on March 8, 2023 of CB’s technology deficiencies, 
as described in more detail below. 
14. 
The Debtors requested the Transition Parties select and inform the Debtors 
of their third-party loan servicers numerous times over the course of these proceedings.  It is my 
understanding from the Debtors’ advisors and members of the Transition team who work at my 
direction, that such requests to each of the Transition Parties were not promptly answered.  I also 
understand that the Debtors made several attempts to impress upon the Transition Parties their 
limited ability to advance the Transition without knowing the Transition Parties’ third-party 
servicers and/or the specific materials each party would require for actual servicing purposes.  I 
believe based on the reactions of certain of the Transition Parties, as reported to me, that at times 
there was a failure to appreciate the technical practicalities of the Transition to properly integrate 
the data to ensure all loan information will be accurately reflected when accessed for future 
servicing.  Implementing the Transition is far from simply pushing a button.   
THE TRANSITION PLAN 
15. 
Despite not having the level of collaboration necessary for a transition of 
this magnitude, the Debtors developed a transition plan that was as comprehensive as possible 
without knowing the specifics of the Transition Parties’ third-party loan servicers and their 
respective data capabilities.  An updated version of the December Workplan, including six separate 
workplan documents reflecting a two-phased approach for the Transition (collectively, the 
“Transition Plan”), was shared with the Reserve Bank on February 9, 2023, CRB and CB on 
February 10, 2023, and the SBA on February 16, 2023.  After delivery, the Debtors held calls with 
each of the parties and, where applicable, their alternate servicers, to discuss the details of the 
Transition Plan.  Since then, the Debtors have communicated extensively with the Transition 
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Parties, both through advisors and directly, to refine and solidify the contemplated process for the 
Transition.   
16. 
 The Transition Plan contemplated the transition of servicing of PPP Loans 
to four entities: (i) a new loan servicer for the Reserve Bank (the “Reserve Bank Servicer”); 
(ii) the SBA; (iii) CB; and (iv) a new loan servicer for CRB (the “CRB Servicer”).  The Transition 
Plan accounted for the fact that the Debtors have limited financial and personnel resources 
available during its wind down, the timing of events in the chapter 11 cases, the complexity of 
concurrent loan transfers, and the Debtors’ reliance on the efforts and cooperation of third parties, 
such as American Express and Biz2Credit.  The Transition Plan also included a compendium of 
third-party relationships, contracts and software that KServicing uses to perform its loan servicing 
functions.  This catalog of contracts and resources was compiled to facilitate discussion with 
transferee servicers about how to best replicate loan servicing functions.  The Debtors, through 
counsel, also offered a list of executory contracts to the Transition Parties for assumption and 
assignment subject to necessary approvals, but all Transition Parties declined or otherwise did not 
respond.  Importantly, the Transition Plan is a live document and will have to adapt and evolve as 
the situation requires.   
17. 
CRB Transition.  The Debtors and CRB received joint approval from in-
house counsel to establish a secure data connection for purposes of safely transmitting loan and 
borrower files on February 6, 2023.  However, CRB did not inform the Debtors of its selected 
third-party servicer until February 15, 2023, and for the reasons stated above, the Debtors must 
know the technological capabilities of the CRB Servicer to ensure successful data transmission.  
On February 20, 2023, the Debtors established a connection with CRB using Amazon Web 
Services S3 cloud storage service (“AWS S3”).  On February 23, the Debtors and CRB Servicer 
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met to finalize data connection requirements, after multiple interim meetings to discuss the same.  
Beginning the same day, the Debtors initiated the transfer of data and loan documentation to the 
CRB data repository through AWS S3.  On February 24, 2023, the Debtors held a virtual meeting 
with the CRB Servicer to walk through and explain the Transition Plan.  On February 28, 2023, 
the Debtors sent a status update on the Transition (a “Transition Status Update”) to CRB.  A 
Transition Status Update is a document outlining the current status of the Transition and describes, 
among other things, ongoing Transition activities between the Debtor and respective Transition 
Party, third-party discussions, and action items.  The Debtors intend to send Transition Status 
Updates to each of the Reserve Bank, CRB, CB, and the SBA on a weekly basis for the duration 
of the Transition.  The Debtors anticipate sending this week’s Transition Status Report to CRB on 
March 9, 2023.  Now that CRB has identified the CRB Servicer, the Transition Plan is well 
underway.  1,274,975 loan servicing documents, for 121,797 loan origination packages, 
comprising 1.3 terabytes of data have been made available to the CRB Servicer.  Provided that 
CRB and the CRB Servicer continue to cooperate with the Debtors, I believe the Transition can be 
effectuated expeditiously with respect to the CRB PPP Loans. 
18. 
CB Transition.  CB informed the Debtors that it would act as its own 
servicer.  On February 13, 2023, the Debtors began preparing the file set for the transfer of data 
and loan documentation to the CB data repository, which is a Secure File Transfer Protocol 
(“SFTP”) add-on to AWS S3 that is less efficient than the pure AWS S3 platform.  The Debtors 
have since worked with CB to effectuate the Transition, and although CB’s current capability to 
securely receive data is less than optimal, the Debtors are working cooperatively to complete the 
Transition with respect to the CB PPP Loans.  As an example of the Debtors’ cooperative efforts, 
CB lacks the ability to use the preferred cloud storage available by AWS S3, and to accommodate 
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the limitation the Debtors provided CB’s loan files on a secure SFTP platform and had to manually 
categorize the data to allow for manageable uploading.  The Transition Team prepared and 
uploaded 1,053,396 loan servicing documents, for 99,336 loan origination packages, comprising 
1.1 terabytes of data for the SFTP transfer.  On March 1, 2023, the Debtors sent a Transition Status 
Report to CB and they intend to send this week’s version on March 9, 2023. 
19. 
Late afternoon on March 8, 2023, the Transition Team was informed by CB 
that CB had difficulties with using the SFTP platform and successfully downloading the data 
already uploaded by the Transition Team a week prior, and CB now requests that their loan files 
to be provided by hard drive.  The Transition Team is now compelled to further navigate ways to 
accommodate the same party, multiple times with respect to the same issue, due to CB’s 
technological limitations.  Nevertheless, provided CB continues to cooperate and takes a rational 
approach to solving for issues that have and may continue to arise, the Debtors believe that CB’s 
less sophisticated data infrastructure will not be a complete barrier to timely completing the 
Transition.   
20. 
Reserve Bank Transition. The Reserve Bank has been cooperative with the 
Debtors and it is my understanding that the Reserve Bank has not objected to confirmation or 
raised issues with respect to the Transition Plan as it relates to them.  Unfortunately, the Reserve 
Bank did not notify the Debtors of the selection of its third-party loan servicer, until February 7, 
2023 and the Reserve Bank’s delay in selecting a third-party loan servicer similarly slowed the 
overall progression of the Transition, but the Debtors are working expeditiously.  125,730 loan 
servicing documents, for 15,498 loan origination packages, comprising 75 gigabytes of data have 
been made available for download to the Reserve Bank Servicer.  On March 1 and March 8, 2023, 
the Debtors sent Transition Status Reports to the Reserve Bank. 
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21. 
SBA Transition.  The SBA has not yet identified a third party to service its 
designated loan population but is still working with the Debtors on its data transmission process 
in connection with the Transition.  The SBA and the Debtors are working cooperatively to provide 
for a Transition to the SBA directly such that once the SBA engages an alternate servicer, the 
SBA’s loan files, data and information will be available and retrievable for the servicer.  SBA 
provided the standard of technological capability it will require for its selected servicer, and the 
Transition Team has made 687,865 loan servicing documents, for 97,094 loan origination 
packages, comprising 829 gigabytes of data available for download accordingly.  The Debtors 
believe that efforts with the SBA will culminate in a successful transition.  The Debtors anticipate 
sending a Transition Status Report to the SBA on March 9, 2023. 
THE TRANSITION PROCESS ACCELERATION 
22. 
The Transition Plan is composed of two distinct phases.  
23. 
The first phase (“Phase 1”) involves transition of all origination 
documentation for each borrower on the Debtors’ entire portfolio, comprised of over 300,000 PPP 
Loans. Originally, and as contemplated by the Transition Plan, the Debtors were only going to 
transition documentation for only active loans (PPP Loans that require continued servicing, 
including both loan documents and accompanying transaction data) as part of Phase 1 and then 
follow with the remainder of the portfolios in Phase 2.  However, as the Transition Team began 
building the Phase 1 data set, they realized that it would be more efficient for the Debtors to pull 
and upload origination documentation for all PPP Loans (whether active or not) as part of Phase 
1.  Transition of day-to-day operations and documentation, as needed, is also included as part of 
Phase 1.   
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24. 
The second phase (“Phase 2”) involves the Transition of loan documents 
and accompanying transaction data, including materials related to guaranty purchase and 
forgiveness applications and inquiries.  Phase 2 contemplates the transfer of documents and data 
related to the entire loan portfolio, however, the Debtors are working with the Transition Parties 
to prioritize currently active loans.  Further, the Debtors have identified certain categories of 
priority information in the Data Document Inventory Overview that can be made available to the 
Transition Parties quickly, in the coming weeks, while the Transition Team continues to facilitate 
transfer of other materials with third parties.  Similar to the shift in Phase 1 described above, Phase 
2 originally contemplated the transition of loan populations that have been processed (i.e., non-
active loans) and submitted to the SBA for forgiveness and/or guaranty purchase, including both 
loan documentation and accompanying transaction data, but the Transition Team revised its initial 
plan in an effort to most efficiently complete all of the Transitions, as contemplated.  As noted 
above, this Transition process is always evolving. 
25. 
Since learning the identities of the Transition Parties’ selected third-party 
loan servicers (the “Transferee Entities”), the Transition Team has met and communicated with 
the Transferee Entities regularly and on an ongoing basis.  The Debtors completed the upload of 
the loan servicing documents for the Phase 1 transition for CRB on March 1, 2023, for CB on 
March 3, 2023, and for the SBA and Reserve Bank on March 6, 2023 (the “Phase 1 Upload”).  
Upon the applicable completion date of the Phase 1 Upload, the Transferee Entities could access 
and download all the loan servicing documents for the Phase 1 transition in the amounts described 
above.  Effectuating the Phase 1 Upload in the short amount of time between being informed of 
the Transferee Entities and their respective data transferring capabilities required significant effort 
from the Transition Team.   
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26. 
Preparation of the Phase 1 Upload involved intense coding and testing 
efforts to ensure the loan servicing documents could be transferred securely, not comingled, and 
accessed and downloaded with minimal to no errors or issues.  The Transferee Entities do not all 
use the same data transferring protocols and configurations.  Although the Debtors preference was 
to use the more efficient and cloud-based AWS S3 environment for the Transition, at the request 
of certain Transition Parties, the Debtors also facilitated the use of slower SFTP connections—
creating an additional layer of complexity.  The Transition Team accomplished the Phase 1 
Upload, a task that would have ideally occurred in a longer timeframe, in only a few weeks from 
the time the Debtors learned the identities of the Transferee Entities.     
27. 
The Phase 1 Upload transmitted over 3,000,000 unique loan documents for 
over 300,000 loans, equating to approximately 3.3 terabytes of data.  Transmitting this enormous 
volume of data from its existing environments to four unique environments where the Transferee 
Entities could access only their own respective data is a testament to the Debtors’ ability to fully 
effectuate the Transition.  The Debtors’ effectuation of the Phase 1 Upload in an objectively short 
timeframe, at Management’s uncompromising standard for traceability, security, and 
completeness, is nothing short of a momentous success.     
28. 
In parallel with the preparation of the Phase 1 Upload, the Transition Team 
also provided transition updates to the respective Transition Parties informing them of outstanding 
deliverables (including those that required action from them), estimated timelines for deliverables, 
and associated costs.  On March 6, 2023, the Debtors delivered to each Transition Party a refined 
summary of the location of each category of data subject to the Transition Plan, noting whether 
the Debtors can unilaterally deliver the data or whether involvement of a third-party in control of 
such data is necessary.  In the same correspondence, the Debtors offered to arrange a call with 
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American Express as soon as possible.  So far, the Debtors have facilitated separate calls with 
American Express for CRB, CB, and SBA on March 10, 2023 and are finalizing schedules for a 
call with the Reserve Bank on March 10, 2023. 
29. 
Since the completion of the front-end uploads of Phase 1 data, the Transition 
Team has started working on Phase 2.  The Debtors circulated a statement of work (a “SOW”) to 
the Reserve Bank Servicer on March 8, 2023, and anticipate sending SOWs to the other Transition 
Parties on or about March 9, 2023.  The SOWs outline the steps of the Transition Plan to ensure 
the Debtors and each Transitions Party is aligned as to what needs to occur to achieve completion 
of the Transition and an agreement is reached with respect to the balance of outstanding actions to 
be performed before the Debtors’ plan goes effective.  The SOWs also reflect anticipated transfer 
costs to be borne by the applicable parties and include requests for the Transition Parties to confirm 
receipt of various data categories, and the ongoing cooperation and confirmations are crucial to 
the implementation of the Transition.  The Debtors have also coordinated initial calls among the 
Transition Parties and third parties such as American Express, and are optimistic that consensual 
agreements can be reached to ensure that information in the custody and control of those parties 
will be made available to the Transition Parties.   
30. 
The Debtors have scheduled a call with Biz2Credit on March 9, 2023 to 
request a revised data delivery timeline in response to CB’s request that data for active CB PPP 
Loans be prioritized over already-processed loans.   
31. 
Consistent with the Transition Plan, the Transition Team will continue to 
meet and communicate with the Transferee Entities to maximize the efficiency of data delivery 
under the Transition Plan.  Nevertheless, the success of the Transition Plan also requires the 
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Transition Parties, the Transferee Entities, and third parties such as American Express and 
Biz2Credit to do their part and collectively cooperate.  
32. 
Completing the Transition is an achievable objective, and is the best 
available outcome for the Debtors and all of their stakeholders.  
 
I declare under penalty of perjury that the foregoing is true and correct to the best of 
my knowledge and belief.  
Dated: March 9, 2023 
Atlanta, Georgia 
 
 
 
 
 
 
 
 
 
 
/s/  Laquisha Milner  
 
 
 
 
 
 
 
 
Name: Laquisha Milner 
 
 
 
 
 
 
 
Title: Chief Executive Officer 
 
 
 
Case 22-10951-CTG    Doc 636    Filed 03/09/23    Page 16 of 16

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