CONSUMER FINXNCIAL PROTECTION BUREAU and THE STATE OF FLORIDA, Office of the Attorney General, Depadm ent of LegalAffairs,

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1 1 of 46 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA CASE NO C lv-co HN CONSUMER FINXNCIAL PROTECTION BUREAU and THE STATE OF FLORIDA, Office of the Attorney General, Depadm ent of LegalAffairs, V. Plaintiffs, MICHAEL HARPE R' obenn W ILLCO X' r MARC HOFFMAN; THE HOFFMAN LAW GROUP, P.A., f/k/a The Residential Litigation G roup, P.A.; NATIO NW IDE MANAGEMENT solutlons, Luc', LEGAL INTAKE SOLUTIONS, LLC; FILE INTAKE SOLUTION S, LL C', and BM MARKETING GROUP, LLC, Defendants. / EX PARTE TEMPORARY RESTRAINING ORDER WITH ASSET FREEZE, APPOINTM ENT OF TEMPO RARY RECEIVER. AND OTHER EQUITABLE RELIEF AND ORDER SETTING HEARING ON MOTION FOR PRELIMINARY INJUNCTION (FILED UNDER TEMPORARY SEAL) THIS CA USE is before the Court upon Plaintif's Ex Pade Application for Appointment of Receiver (DE 6) and Plaintiff's Ex Pade Motion for Ex Pade Temporary Restraining O rder with Asset Freeze and Other Equitable Relief and O rder to Show Cause W hy a Preliminary Injunction Should Not Issue (DE 7) (together, 'MotionsD). The Court has carefuly reviewed the Motions and ai related filings and is otherwise fuly advised in the premises.

2 2 of 46 Plainti#s, the Consum er Financial Protection Bureau and the State of Florida, have filed a Complaint under (1) Sections 1054 and 1055 of the Consumer Financial Protection Act of 2010 ('CFPA'),12 U.S.C. jj 5564, 5565', (2) Section 626 of the Omnibus Appropriations Act of 2009, as amended by Section 1097 of the CFPA, 12 U.S.C. j 5538, and the Modgage Assistance Relief Services Rule, 12 C.F.R. Part 1015 ('Regulation 0')', (3) the Florida Deceptive and Unfair Trade Practices Act ('IFDUPTA'), Chapter 501, Pad I,Florida Statutes', and (4) Florida's Civil Theft Iaw, Sections (5), , Florida Statutes. The Complaint aleges that Defendants' acts or practices violate these Iaw s in connection w ith the m arketing and sale of their m odgage assistance relief services.the Com plaint seeks prelim inary and perm anent injunctive relief, rescission or reformation of contracts, the refund of monies paid, restitution, disgorgem ent of il-go ten m onies, and other equitable relief, as we l as civil m oney penalties. Plaintiffs have also applied for a tem porary restraining order pursuant to Rule 65(b) of the Federal Rules of Civil Procedure. FACTUAL AND LEGAL FINDINGS Having considered the Com plaint, M otions, declarations, exhibits, and m em oranda filed in suppod of the M otions, the Court finds that: This Coud has jurisdiction over the subject mater of this case, there is good cause to believe that it wil have jurisdiction over ai the padies hereto, and venue in this District is proper', 2. There is good cause to believe that Defendants (a) Michael Harper, an individual', (b) Benn W ilcox, an individual', (c) Marc Hoffman, an individual', (d) the Ho fm an Law G roup, P.A.,f/k/a the Residential Litigation G roup, P.A., a Florida 2

3 3 of 46 corporation', (e) Nationwide Management Solutions, LLC, a Florida Iimited liability company', (f) Legal Intake Solutions, LLC, a Florida Iimited Iiability company', (g) File Intake Solutions, LLC, a Florida Iimited Iiability company', and (h) BM Marketing Group, LLC, a Florida Iimited Iiability company have engaged and are Iikely to continue to engage in acts or practices that violate Regulation 0, 12 C.F.R. Pad 1015, FDUTPA, Chapter 501, Part I, and Florida's Civil Theft law, Sections (5), , Florida Statutes. Plaintiffs are therefore likely to prevail on the m erits of this action', There is good cause to believe that immediate and ireparable harm wil result from Defendants' ongoing violations of these Iaws unless Defendants are restrained and enjoined by Order of this Court; There is good cause to believe that immediate and ireparable damage to the Court's ability to grant effective final relief for consum ers in the form of m onetary restitution and disgorgement or compensation for unjust enrichment wil occur from the transfer, dissipation, or concealm ent by Defendants of their assets or business records unless Defendants continue to be restrained and enjoined by Order of this Coud', and that in accordance with Fed. R.Civ. P. 65(b), the interest of justice requires that plaintiffs' M otions be heard ex pade w ithout prior notice to Defendants. Thus, there is 9ood cause for relieving Plainti#s of the duty to provide Defendants with prior notice of the M otions; G ood cause exists for appointing a tem porary receiver over the Ho#m an Law Group, Nationwide Managem ent Solutions, Legal Intake Solutions, File Intake Solutions, and BM Marketing Group; permiting Plaintifs immediate access to Defendants' business prem ises; and perm iting Plaintiffs to take expedited discovery; 3

4 4 of W eighing the equities and considering Plaintiffs' Iikelihood of ultim ate success on the merits and the Iikelihood of ireparable harm in the absence of prelim inary relief, the balance of hardships favors Plaintiffs, and a tem porary restraining order, with an asset freeze, expedited discovery as to the existence and Iocation of assets and documents, and other equitable relief is in the public interest', and No security is required for this Order. See Fed. R. Civ. P. 65(c). 8. Based on these findings, Plaintiff's Ex Pade Application for Appointment of Receiver IDE 6) and Plaintif's Ex Pade Motion for Ex Pade Temporary Restraining Order with Asset Freeze and Other Equitable Relief and Order to Show Cause Why a Preliminary Injunction Should Not Issue (DE 7) are GRANTED as set fodh below. DEFINITIO NS For the purposes of this O rder, the fo low ing definitions sha l apply: a. 'Assets' m eans any Iegal or equitable interest in, right to, or claim to any real, personal, or inte lectual propedy owned or controled by, or held, in whole or in pad for the benefit of, or subject to access by any Defendant, wherever Iocated, w hether in the United States or abroad. This includes, but is not Iim ited to, chattel, goods, instrum ents, equipm ent, fixtures, general intangibles, effects, Ieaseholds, contracts, m ail or other deliveries, shares of stock, commodities, futures, inventory, checks, noteb, accounts, credits, receivables (as those terms are defined in the Uniform Commercial Code), funds, cash, and trusts, including, but not Iim ited to, any trust held for the benefit of any Defendant, any of the Individual Defendants' m inor children, or 4

5 5 of 46 any of the Individual Defendants' spouses. lt sha l include both existing assets and assets acquired after the date of entry of this O rder', b. 'Corporate Defendants' means The Hoffman Law Group, P.A. (f/k/a The Residential Litigation Group, P.A.)', Nationwide Management Solutions, LLC; Legal lntake Solutions, LLC; File Intake Solutions, LLC; and BM Marketing Group, LLC; c. 'Defendants' m eans the Individual Defendants and the Corporate Defendants, individua ly, colectively, or in any com bination, and each of them by whatever names each might be known', d. 'Docum ent' and 'Electronica ly Stored Inform ation' are synonym ous in meaning and equal in scope to the usage of the terms in Rule 34(a) of the Federal Rules of Civil Procedure and include but are not Iim ited to:. The original or a true copy of any w riten, typed, printed, electronicaly stored, transcribed, taped, recorded, filmed, punched, or graphic m a ter or other data com pilations of any kind, including, but not lim ited to, Ie ters, em ail or other co respondence, m essages, m em oranda, paper, interoffice com m unications, notes, repods, sum m aries, m anuals, m agnetic tapes or discs, tabulations, books, records, checks, invoices, work papers, journals, Iedgers, statements, returns, reports, schedules, files, chads, Iogs, electronic files, stored in any medium', and Any electronicaly created or stored information, including but not Iim ited to electronic m ail, instant m essaging, videoconferencing, SM S, 5

6 6 of 46 M M S, or other text m essaging, and other electronic co respondence (whether active, archived, unsent, or in an deleted items folder), word processing files, spreadsheets, databases, docum ent m etadata, presentation files, and sound recordings, w hether stored on any ce l phones, smadphones, flash drives, personal digital assistants ('PDAs'), cards, desktop personal computer and workstations, Iaptops, notebooks and other portable com puters, or other electronic storage m edia, backup disks and tapes, archive disks and tapes, and other form s of o fline storage, whether assigned to individuals or in pools of com puters available for shared use, or persona ly ow ned but used for w ork-related purposes, w hether stored on-site w ith the com puter used to generate them, stored o#site in another com pany facility, or stored, hosted, or otherwise m aintained off-site by a third pady', and com puters and related o#site storage used by Defendants or Defendants' participating associates, w hich m ay include persons who are not employees of the company or who do not work on company premises', e. 'Electronic Data Host' m eans any person or entity that stores, hosts, or otherwise m aintains electronically stored inform ation', 'Financial Institution' m eans any bank, savings and Ioan institution, credit union, or any financial depository of any kind, including, but not Iim ited to, any brokerage house, trustee, broker-dealer, escrow agent, title com pany, commodity trading com pany, or precious metal dealer', 6

7 7 of 46 g. 'flndividual Defendants' m eans M ichael Harper, Benn W ilcox, and M arc Hoffm an, individua ly, co lectively, or in any com bination, and each of them by any other names by which they might be known', h. 'M aterial fact' m eans any fact that is Iikely to a fect a person's choice of, or conduct regarding, goods or services; 'Mortgage assistance relief product or service' means any product, service, plan, or program, o fered or provided to a consum er in exchange for consideration, that is represented, expressly or by im plication, to assist or atempt to assist the consumer with any of the folowing: stopping, preventing, or postponing any modgage or deed of trust foreclosure sale for the consum er's dwe ling, any repossession of the consum er's dwe ling, or otherwise saving the consum er's dwe ling from foreclosure or repossession', negotiating, Obtaining, or arranging a m odification of any term of a dwe ling Ioan, including a reduction in the am ount of interest, principal balance, m onthly paym ents, or fees', obtaining any forbearance or m odification in the tim ing of paym ents from any dw e ling Ioan holder or servicer on any dw e ling loan; * negotiating, obtaining, or arranging any extension of the period of tim e within which the consumer may (i) cure his or her default on a dweling loan, (i) reinstate his or her dweling loan, (i) redeem a dweling, or (iv) exercise any right to reinstate a dweling Ioan or redeem a dweling; 7

8 8 of 46 obtaining any waiver of an acceleration clause or baloon paym ent combined in any promissory note or contract secured by any dwelink; or * negotiating, obtaining, or arranging (i) a shod sale of a dweling, (i) a deed in Iieu of foreclosure, (i) or any other disposition of a dweling Ioan other than a sale to a third pady that is not the dweling Ioan holder. The foregoing sha l include any m anner of claim ed assistance, including, but not Iimited to, auditing or examining a consumer's modgage or home Ioan application ; 'Person' m eans an individual, padnership, com pany, corporation, association (incorporated or unincorporated), trust, estate, cooperative organization, or other entity', k. 'Receivership Defendants' m eans the C orporate Defendants and their successors, assigns, a filiates, or subsidiaries, and each of them, by w hatever nam es each m ight be know n, provided that the Tem porary Receiver has reason to believe they are owned or controled in whole or in pad by any of the Defendants', The words 'and' and 'or' shal be understood to have both conjunctive and disjunctive meanings as necessary to make the applicable phrase or sentence inclusive rather than exclusive. 8

9 9 of 46 ORDER 1. Prohibited M isrepresentations lt is hereby ORDERED AND ADJUDGED that Defendants and their successprs, assigns, o ficers, agents, servants, em ployees, and a torneys, and those persons in active conced or padicipation with any of them, who receive actual notice of this Order by personal service, facsim ile transm ission, em ail, or otherw ise, w hether acting directly or through any corporation, subsidiary, division, or other device, in connection with the advedising, marketing, promotion, offering for sale, sale, or perform ance of any m odgage assistance relief product or service, are hereby tem porarily restrained and enjoined from falsely representing, or from assisting others who are falsely representing,expressly or by im plication, any of the fo lowing: A. That any Defendant or any other person wil or likely w il obtain for consum ers m odgage Ioan m odifications that substantia ly reduce consum ers' m ortgage paym ents or interest rates or help consum ers avoid foreclosure', B. The degree of success that any Defendant or any other person has had in perform ing any m ortgage assistance relief service', C. The nature of any Defendant's or any other person's relationship w ith any m ortgage loan holder or servicer, or other secured or unsecured Iender', or D. The amount of time it wil take or is Iikely to take to obtain or arrange a renegotiation, setlem ent, modification, or other alteration of the terms of any secured or unsecured debt, including but not Iim ited to the m odifications of any term of a consum er's hom e Ioan, deed of trust, or m odgage, including any reçapitalization or reinstatem ent agreement. 9

10 10 of 46 II. D isclosures Required by and Representations Prohibited by Regulation O It is fudher O R DER ED A ND A DJUDG ED that Defendants and their successors, assigns, officers, agents, servants, em ployees, independent contractors, and atorneys, and those persons in active conced or padicipation w ith any of them, w ho receive actual notice of this Order by personal service, facsim ile transm ission, em ail, or otherwise, w hether acting directly or through any corporation, subsidiary, division, or other device, in connection w ith the advedising, m arketing, prom otion, offering for sale, sale, or pedormance of any good or service, are hereby temporarily restrained and enjoined from engaging in, or assisting others engaging in, the fo low ing conduct: A. Representing, expressly or by im plication, that a consum er cannot or should not contact or com m unicate w ith his or her Iqnder or servicer, in violation of 12 C. F. R. j 1 O 15.3(a) (20 11 ); B. Failing to make the folowing disclosure clearly and prominently in ail general and consumer-specific commercial communications: 'lname of Company) is not associated w ith the governm ent, and our service is not approved by the government or your Iender,' in violation of 12 C.F.R. jj (a)(1), 1O15.4(b)(2)', C. Failing to make the folowing disclosure clearly and prominently in ai general and consum er-specific com m ercial com m unications: 'Even if you accept this offer and use our service, your Iender m ay not agree to change your Ioan,' in violation of 12 C.F.R. jj (a)(2), (b)(3)', D. Failing to make the folowing disclosure clearly and prominently in ai consum er-specific com m ercial com m unications'. 'You m ay stop doing 10

11 11 of 46 business with us at any time.you may accept or reject the offer of modgage assistance we obtain from your Iender (or servicer). If you reject the offer, you do not have to pay us. If you accept the offer, you wil have to pay us Iinsed amount or method for calculating the amount) for our services,' in violation of 12 C.F.R. j (b)(1). For the purposes of this section, the amount 'you wil have to pay' sha l consist of the total am ount the consum er m ust pay to purchase, receive, and use a I of the m odgage assistance relief services that are the subject of the sales ofer, including but not Iimited to, ai fees and charges', E. Failing, in a I general com m ercial com m unications, consum er-specific com m ercial com m unications, and other com m unications in cases w here any Defendant or person has represented, expressly or by im plication, in connection w ith the advedising, m arketing, prom otion, o fering for sale, sale, or perform ance of any m odgage'assistance relief service, that the consum er should tem porarily or perm anently discontinue paym ents, in w hole or in part, on a dweling Ioan, to place clearly and prominently, and in close proximity to any such representation the fo lowing disclosure: d'if you stop paying your m odgage, you could Iose your hom e and dam age your credit rating,' in violation of 12 C.F.R. j (c)', and F. Any other conduct in violation of 12 C.F.R. Pad Prohibition on Co lection of Advance Fees It is fudher O RDER ED A ND A DJUDG ED that Defendants and their officers, agents, servants, employees, independent c6ntractors, and atorneys, and those

12 12 of 46 persons in active conced or padicipation w ith any of them, w ho receive actual notice of this Order by personal service, facsim ile transm ission, em ail, or otherwise, whether acting directly or through any corporation, subsidy, division, or other device, in connection w ith the advedising, m arketing, prom otion, offering for sale, sale, or pe/ormance of any modgage assistance relief service, are hereby tem porarily restrained and enjoined from asking for or receiving payment before consumers have executed a w riten agreem ent between the consum er and the Ioan holder or servicer that incorporates the offer obtained by Defendants. IV. Preservation of Records and Tangible Things It is fudher O RDERED A ND ADJUDG ED that Defendants and their successors, assigns, officers,agents, servants, em ployees, independent contractors, and a torneys, and those pvrsons in active conced or participation w ith any of them, w ho receive actual notice of this O rder by personal service, facsim ile transm ission, em ail, or otherwise, w hether acting directly or through any entity, corporation, subsidiary, division, affiliate, or other device,are hereby temporarily enjoined from destroying, erasing, mutilating, concealing, altering, transfe ring, or otherwise disposing of, in any manner, directly or indirectly, any Docum ents or records that relate to the business practices, or business or personal finances of any Defendant, or other entity directly or indirectly under the control of any Defendant. V. Disablem ent of W ebsites It is fudher O RDERED A ND ADJUDG ED that, im m ediately upon service of the O rder upon them and pending determ ination of Plaintiffs' request for a prelim inary injunction, (1) any person hosting any Internet website for, or on behalf of, any 12

13 13 of 46 Defendant, and (2) Defendants and their successors, assigns, officers, agents, servants, em ployees, independent contractors, and a torneys, and those persons in active conced or padicipation w ith any of them, w ho receive actual notice of this O rdeq by personal service, facsim ile transm ission, em ail, or otherwise, whether acting directly or through any corporation, subsidiary, division, or other device, shal: A. Im m ediately do w hatever is necessary to ensure that any Internet website used by Defendants for the advertising, m arketing, prom otion, olering for sale, sale, or pe/orm ance of any m odgage assistance relief service, including but not Iim ited to suem ylender.com, foreclosureadvisers.com, foreclosurereliefplan.com, getforeclosureassist.com, theresidentia litigationgroup.com and theho fm anlawgroup.com, containing statem ents, representations, or om issions prohibited by Sections I and 11 of this O rder cannot be accessed by the public', B. Prevept the destruction or erasure of any Internet website used by Defendants for the advedising, marketing, promotion, offering for sale, sale, or perform ance of any m odgage assistance relief service, by preserving such website in the form at in w hich it is m aintained currently', and C. Im m ediately notify Plaintiffs' counsel, in writing, of any other Internet w ebsite operated or contro led by any Defendant. VI. Suspension of Internet Dom ain Nam e Registrations It is fudher ORDERED AND ADJUDGED that, pending determination of Plaintifs' request for a preliminary injunction, any domain name registrar shal suspend the registration of any Internet website used by Defendants for the advedising, 13

14 14 of 46 m arketing, prom otion, offering for sale, sale, or perform ance of any m odgage assistance relief service, and containing statem ents, representations, or om issions prohibited by Sections I and 1 of this O rder, and sha l provide im m ediate notice to Plaintifs' counsel of any other Internet dom ain nam es registered or contro led by any Defendants. V II. Asset Freeze It is fudher O RDERED A ND ADJUDG ED that Defendants and their successors, assigns, officers, agents, servants, em ployees, independent contractors, and attorneys, and ali persons directly or indirectly under the control of any of them, including any financial institution, and ail other persons in active conced or padicipation w ith any of them, w ho receive actual notice of this Order by personal service, facsim ile, em ail, or otherwise, are hereby temporarily restrained and enjoined from directly or indirectly: A. Se ling, Iiquidating, assigning, transferring, conveding, Ioaning, hypothecating, disbursing, gifting, conveying, encumbering, pledging, concealing, dissipating, spending, w ithdraw ing, or otherw ise disposing of any Asset that is: in the actual or constructive possession of any Defendant', or. in the actual or constructive possession of, or ow ned or contro led by, or subject to access by, or belonging to, any corporation, padnership, trust or other entity directly or indirectly owned, m anaged or contro led by any Defendant', B. Opening, or causing to be opened, any safe deposit box, commercial mail box, or storage facility belonging to, for the use or benefit of, controled by, or titled in the name of any Defendant, or subject to access by any Defendant', 14

15 15 of 46 C. Incurring changes or cash advances on any credit card, stored value card, debit card or charge card issued in the name, singly or jointly, of any Defendant or any other entity directly or indirectly ow ned, m anaged, or controlled by any Defendant', or D. Cashing any checks from consumers, clients, or customers of any Defendant. The Assets afected by this Section shal include: (a) ai Assets of each Defendant as of the time this Order is entered, and (b) those Assets obtained or received after entry of this O rder that are derived, directly or indirectly, from the actions a leged in Plaintiffs' Com plaint. This Section does not prohibit transfers to the Temporary Receiver, as specificaly required in Section XV I (Delivery of Receivership Propedy), nor does it prohibit the Repatriation of Foreign Assets, as specificaly required in Section XI of this O rder. V I. Retention of Assets and Records br Financial Institutions and Other Third Partles It is fudher O R DERED AND A DJUDG ED that, except as otherwise ordered by this Coud, any financial or brokerage institution, business entity, electronic data host, Internet or 'e-currency' paym ent processor, or person served w ith a copy of this O rder, or w ho otherwise has actual or constructive know ledge of this O rder, that holds, controls, or m aintains custody of any account, Docum ent, or Asset of, on behalf of, in the name of, for the benefit of, subject to withdrawal by, subject to access or use by, or under the signatory power of any Defendant or other pady subject to Section VII above, or has held,contro led, or m aintained any such account, Docum ent, or Asset at any tim e since January 1, 2012, shal: 15

16 16 of 46 A. Hold, preserve, and retain w ithin such person's control, and prohibit the withdraw al, rem oval, alteration, assignm ent, transfer, pledge, 'hypothecation, encum brance, disbursem ent, dissipation, conversion, sale, Iiquidation, or other disposal of such account, Docum ent, or Asset held by or under such person's control, except as directed by fudher Order of the Coud or as directed in w riting by the Tem porary Receiver regarding accounts, Docum ents, or Assets held in the nam e of or benefit of any Receivership Defendant', B. Provide the Tem porary Receiver, the Tem porary Receiver's agents, Plainti#s, and Plaintiffs' agents im m ediate access to Docum ents, including those electronica ly stored, hosted, or otherw ise m aintained on behalf of Defendants for forensic im aging or copying', C. Deny access to any safe deposit box, com m ercial m ail box, or storage facility belonging to, for the use or benefit of, controled by, or titled in the name of any Defendant, or subject to access by any Defendant or other pady subject to Section V I (Asset Freeze) above, except that this subsection shal not Iimit the Tem porary Receiver's access to such places', D. Provide to Plainti#s' counsel and the Tem porary Receiver, w ithin one business day, a sw orn statem ent se ting forth:. the identification of each account or Asset titled in the nam e, individualy or jointly, or held on behalf of or for the benefit of, subject to withdrawal by, subject to access or use by, or under the signatory 16

17 17 of 46 power of any Defendant or other party subject to Section V I above, whether in whole or in pad; the balance of each such account, or a description of the nature and value of such Asset, as of the close of business on the day on which this Order is served; the identification of any safe deposit box, com m ercial m ail box, or storage facility belonging to, for the use or benefit of, contro led by, or titled in the name of any Defendant, or subject to access by any Defendant or other pady subject to Section V I above, whether in w hole or in pad', and. if the account, safe deposit box, or other A sset has been closed or rem oved, the date closed or rem oved, the balance on said date, and the nam e or the person or entity to w hom such account or other Asset was rem itted', E, 2. Provide to Plaintiffs counsel and the Tem porary Recelver, within three business days after being served w ith a request, copies of a I Docum ents pedaining to such account or Asset, including but not Iim ited to originals or copies of account applications, account statem ents, signature cards, checks, drafts, deposit tickets, transfers to and from the accounts, a I other debit and credit instrum ents or slips, currency transaction repods, 1099 form s, and safe deposit box logs; provided that such institution or custodian m ay charge a reasonable fee; and 17

18 18 of 46 F. Cooperate with aii reasonable requests of the Tem porary Receiver relating to this O rder's im plem entation. G. The accounts subject to this provision include: (a) ali Assets of each Defendant deposited as of the time this Order is entered, and (b) those Assets deposited after entry of this O rder that are derived from the actions a leged in Plaintiffs' C om plaint. This Section does not prohibit transfers to the Temporary Receiver, as specificaly required in Section XV I (Delivery of Receivership Propedy), nor does it prohibit the Repatriation of Foreign Assets, as specifica ly required in Section XI of this Order. H. Plaintiffs are granted leave, pursuant to Fed. R. Civ. P. 45, to subpoena Docum ents im m ediately from any financial or brokerage institution, business entity, electronic data host, or person served w ith a copy of this O rder that holds, controls, or m aintains custody of any account, Docum ent, or Asset of, on behalf of, in the name of, for the benefit of, subject to access or use by, or under the signatory power of any Defendant or other party subject to Section V I above, or has held, contro led, or m aintained any such account, Docum ent, or Asset at any tim e since January 1, 2010, and such financial or brokerage institution, business entity, electronic data host or person shal respond to such subpoena w ithin three business days after service. IX. Financial Statem ents and Accounting It is fudher O RDERED A ND ADJUDG ED that each Defendant, w ithin three business days of service of this O rder, sha l prepare and deliver to Plaintiffs' counsel and to the Tem porary Receiver: 18

19 19 of 46 For each Individual Defendant, a com pleted financial statem ent accurate as of the date of service of this Order upon such Defendant on the form of A tachm ent A to this Order captioned 'Financial Statem ent of Individual For the Corporate Defendants, a com pleted financial statem ent accurate as of the date of service of this O rder upon each of the Corporate Defendants (unless otherwise agreed upon with Plaintiffs' counsel) in the form of Attachm ent B to this O rder captioned 'Financial Statem ent of Corporate Defendant.' A Iist of a I officers and directors of the Corporate Defendants and ai other individuals or entities w ith authority to direct the operations of each C orporate Defendant or w ithdraw m oney from the account of the Corporate Defendant. X. Consum er Credit Reports It is fudher ORDERED AND ADJUDGED that pursuant to Section 604(a)(1) of the Fair Credit Repoding Act, 15 U.S.C. j 1681b(a)(1), Plainti#s may obtain credit repods concerning any Defendant, and that, upon w riten request, any credit reporting agency from which such reports are requested sha l provide them to Plaintiffs. XI. Repatriation of Foreign Assets It is fudher O RDERED A ND ADJUDG ED that, w ithin three business days folowing the service of this Order, each Defendant shal: A. Provide Plaintifs' counsel and the Tem porary Receiver with a ful accounting of ai Assets, accounts, and Documents outside of the te ritory of the United 19

20 20 of 46 States that are held (1) by Defendants', (2) for their benefit', (3) in trust by or for them, individualy or jointly', or (4) under their direct or indirect control, individualy or jointly', B. Transfer to the territory of the United States a I Assets, accounts, and Documents in foreign countries held (1) by Defendants', (2) for their benefit', (3) in trust by or for them, individualy or jointly', or (4) under their direct or indirect control, individualy or jointly', and C. Provide Plaintiffs access to a I records of accounts or Assets of the Corporate Defendants and Individual Defendants held by financial institutions Iocated outside the territorial United States by signing the Consent to Release of Financial Records attached to this O rder as A tachm ent C. A I repatriated Assets, accounts, and Documents are subject to Section V I of this Order. X I. Noninterference w ith Repatriation It is further O RDERED A ND A DJUDG ED that Defendants and their successors, assigns, o ficers, agents, servants, em ployees, independent contractors, and a torneys, and those persons in active conced or padicipation w ith any of them, w ho receive actual notice of this O rder by personal service or otherwise, w hether acting directly or through any corporation, subsidiary, division, or other device, are hereby tem porarily restrained and enjoined from taking any action, directly or indirectly, which may result in the encum brance or dissipation of foreign Assets, or in the hindrance of the repatriation required by the preceding Section XI of this O rder, including, but not Iim ited to: 20

21 21 of 46 A. Sending any statem ent, Ie ter, fax, em ail or w ire transm ission, or telephoning or engaging in any other act, directly or indirectly, that results in a determ ination by a foreign trustee or other entity that a 'duress' event has occurred under the term s of a foreign trust agreem ent until such tim e that a I Assets have been fu ly repatriated pursuant to Section XI of this O rder; or B. Notifying any trustee, protector, or other agent of any foreign trust or other related entities of either the existence of this O rder, or of the fact that repatriation is required pursuant to a coud order, until such tim e that a l Assets have been fu ly repatriated pursuant to Section Xl of this O rder. X I. A ppointm ent of a Tem porary Receiver It is fudher O RDERED AND ADJUDG ED that Mark J. Bernet, Esq., is appointed Temporary Receiver for the business activities of Receivership Defendants with the ful power of an equity receiver. The Tem porary Receiver sha l be the agent of this Court and solely the agent of this Coud in acting as Tem porary Receiver under this Order. The Tem porary Receiver sha l be accountable directly to this Coud. The Tem porary Receiver shal comply with ai Iaws and Local Rules of this Coud governing federal equity receivers. XIV. Duties and Authorities of Tem porary Receiver lt is fudher O RDERED A ND ADJUDG ED that the Tem porary Receiver is directed and authorized to accomplish the folowing: A. Assum e ful control of the Receivership Defendants by rem oving, as the Tem porary Receiver deems necessary or advisable, any director, oficer, independent contractor, employee, or agent of any of the Receivership 21

22 22 of 46 Defendants including any nam ed Defendant, from control of, m anagem ent of, or padicipation in, the affairs of the Receivership Defendants', B. Take exclusive custody, control, and possession of a I Assets and Docum ents of, or in the possession, custody, or under the control of, the Receivership Defendants, wherever situated. The Temporary Receiver shal have ful power to dived m ail and to sue for, co lect, receive, take into possession, hold, and m anage aiassets and Documents of the Receivership Defendants and other persons w hose interests are now held by or under the direction, possession, custody, or control of the Receivership Defendants. The Tem porary Receiver sha l not, how ever, a tem pt to co lect or receive any am ount from a consumer if the Tem porary Receiver believes the consum er was a victim of the unlawful conduct aleged in the Complaint in this mater; C. Take a I steps necessary to secure the business prem ises of the Receivership Defendants. Such steps m ay include, but are not lim ited to, the fo low ing as the Tem porary Receiver deem s necessary or advisable: serving and filing this O rder; * com pleting a w ritten inventory of ali Receivership Assets', obtaining pedinent inform ation from ai em ployees and other agents of the Receivership Defendants, including but not Iim ited to, the nam e, home address, social security number, job description, method of com pensation, and a l accrued and unpaid com m issions and com pensation of each such em ployee or agent, and a I com puter hardware and software passwords', 22

23 23 of 46 videotaping or photographing ali podions of the Iocation', securing the Iocation by changing the Iocks and disconnecting any com puter m odem s or other m eans of access to the com puter or other records m aintained at that Iocation',. requiring any persons present on the premises at the time this Order is served to Ieave the prem ises, to provide the Tem porary Receiver with proof of identification, or to dem onstrate to the satisfaction of the Tem porary Receiver that such persons are not rem oving from the prem ises Docum ents or Assets of the Receivership Defendants', and requiring a1i em ployees, independent contractors, and consultants of the Receivership Defendants to com plete a questionnaire subm ited by the Tem porary Receiver', D. Conserve,hold, and m anage ai1 Receivership Assets, and perform ai acts necessary or advisable to preserve the value of those Assets, in order to prevent any ireparable Ioss, damagq, or injury to consumers or to creditors of the Receivership Defendants, including, but not Iim ited to, obtaining an accounting of the Assets and preventing transfer, w ithdraw al, or m isapplication of Assets', E. Liquidate any and a I securities or com m odities ow ned by or for the benefit of the Receivership Defendants as the Tem porary Receiver deem s to be advisable or necessary', F. Enter into contracts and purchase insurance as the Tem porary Receiver deem s to be advisable or necessary; 23

24 24 of 46 G. Prevent the inequitable distribution of Assets and determine, adjust, and protect the interests of consum ers and creditors w ho have transacted business with the Receivership Defendants', H. M anage and adm inister the business of the Receivership Defendants until fudher Order of this Coud by perform ing ai incidental acts that the Temporary Receiver deem s to be advisable or necessary, which includes retaining, hiring, or dism issing any employees, independent contractors, or agents', Choose, engage, and em ploy a torneys, accountants, appraisers, and other independent contractors and technical specialists, as the Tem porary Receiver deem s advisable or necessary in the perform ance of duties and responsibilities under the authority granted by this Order', J. M ake paym ents and disbursem ents from the Receivership estate that are necessary or advisable for carrying out the directions of, or exercising the authority granted by, this Order. The Tem porary Receiver shal apply to the Coud for prior approval of any paym ent of any debt or obligation incurred by the Receivership Defendants prior to the date of entry of this Order, except paym ents that the Tem porary Receiver deem s necessary or advisable to secure assets of the Receivership Defendants, such as rental paym ents', K. Determ ine and im plem ent m easures to ensure that the Receivership Defendants com ply w ith and prevent violations of this Order and ail other applicable Iaws, including, but not Iim ited to, revising sales m aterials and implem enting monitoring procedures', 24

25 25 of 46 L. Institute, compromise, adjust, appear in, intervene in, or become pady to such actions or proceedings in state, federal, or foreign couds that the Tem porary Receiver deem s necessary and advisable to preserve or recover the Assets of the Receivership Defendants, or that the Temporary Receiver deem s necessary and advisable to carry out the Temporary Receiver's mandate under this O rder; M. Defend,compromise, adjust, or otherwise dispose of any or ai actions or proceedings instituted in the past or in the future against the Tem porary Receiver in his or her role as Tem porary Receiver, or against the Receivership Defendants, that the Tem porary Receiver deem s necessary and advisable to preserve the Assets of the Receivership Defendants or that the Tem porary Receiver deem s necessary and advisable to carry out the Tem porary Receiver's m andate under this O rder; N. Continue and conduct the business of the Receivership Defendants in such m anner, to such extent, and for such duration as the Tem porary Receiver may in good faith deem to be necessary or appropriate to operate the business profitably 4nd Iawfuly, if at al; provided, however, that the continuation and conduct of the business sha l be conditioned upon the Tem porary Receiver's good faith determ ination that the businesses can be Iawfully operated at a profit using the Assets of the receivership estate', 0. Take depositions and issue subpoenas to obtain Docum ents and records pedaining to the receivership estate and com pliance with this Order. 25

26 26 of 46 Subpoenas m ay be served by agents or a torneys of the Tem porary Receiver and by agents of any proceés server retained by the Temporary Receiver', P. Open one or more bank accounts as designated depositories for funds of the Receivership Defendants. The Tem porary Receiver sha l deposit a I funds of the Receivership Defendants in such a designated account and sha l m ake ali payments and disbursem ents from the receivership estate from such accountsl; Q. Maintain accurate records of ali receipts and expenditures that he makes as Temporary Receiver', R. Cooperate with reasonable requests for information or assistance from any state or federal Iaw-enforcem ent agency', S. M aintain the chain of custody of a I of Defendants' records in their possession', and T. Notify ali couds in w hich receivership Defendants have litigation pending, that this case is pending, and request tem porary stays of those cases or any other necessary relief to preserve the rights of consum ers. XV. Im mediate Access to Business Prem ises and Records It is fudher ORDERED AND ADJUDGED that Plaintiffs, the Temporary Receiver, and their respective representatives, agents, contractors, or assistants, are perm itted im m ediate access to Defendants'business prem ises', and that Defendants and their successors, assigns, officers, directors, agents, servants, employees, atorneys, and ai other persons directly or indirectly, in whole or in pad, under their control, and ail other persons in active conced or participation w ith them, w ho receive actual notice of this 26

27 27 of 46 O rder by personal service, facsim ile, em ail, or otherw ise, w hether acting directly or through any corporation, subsidiary, division, or other entity, sha l: A. A low Plainti#s and the Tem porary Receiver, and their respective representatives, agents, a torneys, investigators, paralegals, contractors, or assistants, including, but not Iimited to, federal, state, and Iocal Iawenforcem ent officers, including the United States M arshals Service, the North Palm Beach Police Depadm ent, the Sheri# or deputy of any county, and the Police Depadm ent or police o ficer of any com m unity, im m ediate access to:. a I of the Defendants' business prem ises, including but not Iim ited to: 860 US Highw ay 1, Suites 111, 204, 205, 206, and 209, Nodh Palm Beach, Florida', any storage facilities', and such other business Iocations that are w ho ly or padia ly ow ned, rented, Ieased, or under the tem porary or perm anent control of any Defendant', any other prem ises where Defendants conduct business, sales operations, or custom er service operations',. any prem ises w here Docum ents related to Defendants' businesses are stored or m aintained, including but not lim ited to a storage unit; any prem ises where Assets belonging to any Defendant are stored or maintained', and any Documents Iocated at any of the focations described in this Section', 27

28 28 of 46 B. Im m ediately identify to Plaintifs' counsel and the Tem porary Receiver: ai of Defendants' business premises and storage facilities', any non-residence prem ises where any Defendant conducts business, sales operations, or custom er service operations',. any non-residence premises where Documents related to the business, sales operations, or custom er service operations of any Defendant are hosted, stored, or otherwise m aintained, including but not Iim ited to the nam e and Iocation of any Electronic Data Hosts; and any non-residence prem ises w here Assets belonging to any Defendant are stored or m aintained', and C. Provide Plaintifs and the Tem porary Receiver, and their respective representatives, agents, atorneys, investigators, paralegals, contractors, or assistants w ith any necessary m eans of access to, copying of, and forensic im aging of Documents, including, without Iimitation, identifying the Iocations of Receivership Defendants' business prem ises, keys and com binations to business prem ises Iocks, passwords to devices that hold Electronica ly Stored Inform ation, com puter access codes of a I com puters used to conduct Receivership Defendants' business, access to (including but not Iimited to execution of any Documents necessary for access to and forensic imaging o9 any data stored, hosted or otherwise m aintained by an electronic data host, and storag: area access information', lt is fudher ORDERED AND ADJUDGED that: 28

29 29 of 46 A. Plaintiffs and the Tem porary Receiver are authorized to em ploy the assistance of federal, state, and Iocal Iaw-enforcem ent officers, including, but not Iimited to, the United States Marshals service, the United States Marshal or Deputy United States M arshal, and the Sheriff or deputy of any county, the Nodh Palm Beach Police Depadment, and the Police Depadm ent and police osicer of any com m unity, to effect service, to im plem ent peacefuly the provisions of this O rder, ànd to keep the peace; B. The assistance of law enforcem ent is highly advisable to ensure that this O rder is executed in an efficient, safe, and orderly m anner. It is the prim ary role and m ission of the United States M arshals Service to provide security and to obey, execute, and enforce ai orders of the United States District Couds and the United States Couds of Appeals as provided by Iaw. The United States Marshals Service shal execute ai Iawful writs, process, and orders issued under the authority of the United States, and sha l com m and ail necessary assistance to execute its duties. The United States M arshals Service is authorized to use any reasonable force in the enforcement of this Orde r; C. The Temporary Receiver shal immediately alow Plaintiffs and their representatives, agents, contractors, or as>istants into the prem ises and facilities described in this Section to inspect, inventory, im age, and copy Documents relevant to any mater contained in this O rder, wherever they m ay be situated. The Tem porary Receiver may exclude Defendants and their agents and employees from the business prem ises and facilities during the 29

30 30 of 46 im m ediate access. No one shall interfere w ith Plaintiffs' or the Tem porary Receiver's inspection of the Defendants' prem ises or docum ents', D. The Tem porary Receiver and Plainti#s sha l have the right to rem ove any Docum ents, including any devices containing Electronica ly Stored Inform ation related to Defendants' business practices from the prem ises in order that they m ay be inspected, inventoried, and copied. The m aterials so rem oved shal be returned within five business days of com pleting said inventory and copying. If any propedy, records, Docum ents, or com puter files relating to the Receivership Defendants' finances or business practices are Iocated in the residence of any Defendant or are otherwise in the custody or control of any Defendant, then such Defendant sha l produce them to the Tem porary Receiver within twenty-four hours of service of this Order. To prevent the destruction of computer data, upon service of this Order upon Defendants, any such computers may be powered down (turned ofl in the normal course for the operating systems used on such computers and shal not be powered up or used again until produced for copying and inspection, along w ith any codes needed for access. Plaintiffs' and the Tem porary Receiver's representatives m ay also photograph and videotape the inside and outside of ai premises to which they are permited access by this Order, and ai Documents and other items found on such premises', E. Plainti#s' access to Defendants' Docum ents pursuant to this Order shal not provide grounds for any Defendant to object to any subsequent request for Documents served by Plaintifs', and 30

31 31 of 46 F. The Tem porary Receiver sha l a low Defendants and their representatives reasonable access to the prem ises of the Receivership Defendants. The purpose of this access sha l be to inspect, inventory, and copy any and a I Docum ents and other property owned by or in the possession of the Receivership Defendants, provided that those Documents and property are not removed from the prem ises. The Temporary Receiver shal have the discretion to determ ine the tim e, m anner, and reasonable conditions of such accoss. lt is fudher ORDERED AND ADJUDGED that: A. The United States M arshals or other law-enforcem ent officers are authorized to escod Plaintiffs, the Tem porary Receiver, and Plainti#s' and the Temporary Receiver's representatives and agents inside Defendants' business prem ises including, but not Iim ited to, the Iocations identified in Section XV.A. of this Order; B. The United States Marshals for the Southern District of Florida or other Iawenforcem ent officers, and those persons acting under their supervision, including Plainti#s and their representatives and a torneys, are authorized and directed to serve this Order along with any summ ons, com plaint, m otions, declarations, and discovery requests on Defendants, including at the premises identified in Section XV of this Order; C. Defendants and their em ployees, agents, and bookkeepers shall provide im m ediate access to such Iocations to Plaintiffs, the Tem porary Receiver, the United States Marshals Service for the Southern District of Florida or other Iawenforcem ent officers and to Plaintiffs' a torneys', 31

32 32 of 46 D. Defendants and their em ployees, agents, and bookkeepers sha l also im m ediately provide usernam es and passwords to a I com puters that store inform ation concerning Defendants' business operations', E. Defendants and their em ployees sha l surrender Blackberry, iphone, A ndroid, or other m obile access devices that contain inform ation concerning Defendants' business operations to the Temporary Receiver or Plaintiffs' representatives. XV I. Cooperation w ith Tem porary Receiver lt is further ORDERED AND ADJUDGED that: A. Defendants, and their successors, assigns, o#icers, agents, directors, servants,em ployees, salespersons, independent contractors, a torneys, and corporations, and a I other persons or entities in active conced or participation w ith them, w ho receive actual notice of this O rder by personal service or otherwise, whether acting directly or through any trust, corporation, subsidiary, division, or other device, or any of them, sha l fu ly cooperate w ith and assist the Tem porary Receiver. Defendants' cooperation and assistance sha l include, but not be Iim ited to: Providing any information to the Tem porary Receiver that the Tem porary Receiver deem s necessary to exercising the authority and discharging the responsibilities of the Tem porary Receiver under this O rder, including but not Iim ited to a lowing the Tem porary Receiver to inspect Docum ents and Assets and to padition o fice space;. Providing any username or password and executing any docum ents required to access any computer or electronic files in any medium, 32