SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ------------------------------------------------------------------------X PEOPLE OF THE STATE OF NEW YORK,

by ERIC T. SCHNEIDERMAN, Attorney General of the State of New York, Petitioner, -againstWESTERN SKY FINANCIAL, LLC; MARTIN WEBB; CASHCALL, INC.; WS FUNDING LLC; and J. PAUL REDDAM, Respondents. ------------------------------------------------------------------------X

CONSENT ORDER & JUDGMENT Index No. 451370/2013 Justice Alice Schlesinger IAS Part 16

Upon the Verified Petition dated August 12, 2013, the affirmation of Assistant Attorney General Jordan Adler dated August 12, 2013 (together with the exhibits thereto), the Motion to Dismiss of respondents Western Sky Financial, LLC (Western Sky), Martin Webb (Webb), CashCall, Inc. (CashCall), WS Funding LLC (WS Funding), and J. Paul Reddam (Reddam) (collectively, the Named Respondents), dated September 17, 2013 (together with the memorandum of law, affirmation and exhibits thereto), Petitioners Memorandum of Law in Opposition to Respondents Motion to Dismiss and in Further Support of the Verified Petition, dated October 25, 2013 (together with the affirmation and exhibits thereto), and Respondents Reply Memorandum of Law, dated November 26, 2013 (together with the affirmation and exhibits thereto): IT NOW APPEARS that respondents Western Sky, Webb, CashCall, WS Funding, and Reddam are willing to enter into this Consent Order and Judgment (Consent Order) to resolve all outstanding issues with respect to the above-referenced proceeding and to avoid the further expense, time and uncertainty of litigation.

NOW, on motion of Eric T. Schneiderman, Attorney General for the State of New York, attorney for petitioner (Jordan S. Adler, Assistant Attorney General, of counsel) and upon the consent of respondents Western Sky, Webb, CashCall, WS Funding, and Reddam, it is hereby: PARTIES SUBJECT TO JUDGMENT 1. ORDERED, ADJUDGED AND DECREED that this Consent Order shall

extend to Western Sky, Webb, CashCall, WS Funding, and Reddam, or anyone acting on their behalf, including but not limited to their principals, directors, officers, shareholders, employees, successors or assignees of the named corporate respondents in this action, and agents in active concert or participation with any of the foregoing who are involved in the conduct of business that is the subject of this litigation (namely, the making, servicing, and collecting of Western Sky loans); and to any corporation, company, business entity, or other entity or device through which Western Sky, Webb, CashCall, WS Funding, and Reddam may now or hereafter act or conduct business that is the subject of this litigation (collectively, Respondents). For the avoidance of doubt, the terms successors and assignees does not apply to unrelated parties that have purchased loans from Respondents. DEFINITIONS 2. ORDERED, ADJUDGED AND DECREED that for purposes of this Consent

Order, the following terms shall have the following meanings: a. Borrower Refund Amount shall mean the amount that a New York Borrower is eligible to receive from the New York Settlement Fund. Only New York Borrowers who entered into a Western Sky loan with a Respondent while resident in New York are eligible to receive a refund. Borrower Refund Amount shall be calculated for a Covered Loan as follows: 1. For each Covered Loan, determine a monthly payment schedule, and the total amount due using that schedule, of the loan using the same Loan Proceeds and same duration, but with an Effective Interest Rate of 16% (the Legal Loan). For example, a $1,000 loan originally offered at an interest rate of 233% 2

would have 24 monthly payments of $198 each. That same loan with an Effective Interest Rate of 16% would have 24 monthly payments of $55 each; over 24 months a total of $1,320 would be paid. 2. Next, determine all the borrowers payments to Respondents, including the payment of principal, interest, and fees (Borrowers Payments). 3. Then apply the Borrowers Payments to the Legal Loan payment schedule and determine whether the debt has been fully paid using the Legal Loan. For example, a borrower that made the $198 monthly payments, instead of the $55 payments, would have paid off the Legal Loan after only 6 months. The borrower would have repaid $1,075 in total. 4. The Borrower Refund Amount is equal to the difference between the total of the Borrowers Payments, and the lesser of the repayment amount calculated above in (2)(a)(3) and the repayment amount calculated above in (2)(a)(1). For example, a borrower that had paid $3,000 in principal, interest, and fees, would receive a refund of $3,000 - $1,075 = $1,925. $1,075 would be the amount used instead of $1,320 because it is the lesser of the two calculations. b. Borrowers Total Payments shall mean all monies paid by a borrower to Respondents concerning a Covered Loan, including all principal, interest, and fees. Covered Loan shall mean a Western Sky loan made by a Respondent to a New York Borrower. Effective Date shall mean the date this Consent Order is entered in the Clerks Office of the Supreme Court, New York County. Effective Interest Rate shall mean, for a Covered Loan, the total of all payments of interest, divided by the term of the loan in years, divided by the Loan Proceeds Implementation Date shall mean the date 30 days from the Effective Date. Loan Proceeds shall mean the sum of money provided to a borrower. Loan Proceeds shall not include any fees or charges assessed, such as an origination fee or prepaid finance charge. New York Borrower shall mean any individual who entered into a Western Sky loan with a Respondent while resident in New York, except that for purposes of a loan modification only, and not a refund, New York Borrower shall mean any individual who (a) entered into a Western Sky loan with a Respondent while resident in New York, or (b) is a New York resident at the time the steps described in Paragraph 10 of this Consent Order are taken.

c. d. e. f. g.

h.

i.

New York Settlement Fund or Settlement Fund shall mean the settlement monies paid into irrevocable trust by Named Respondents, held and administered by a third party for the benefit of the New York Borrowers. Refund Eligible Borrower shall mean any New York Borrower who entered into a Western Sky loan with a Respondent while resident in New York and has a Borrower Refund Amount greater than $0. PROHIBITED PRACTICES

j.

3.

ORDERED, ADJUDGED AND DECREED that Respondents are permanently

enjoined from: (a) targeting New York residents within the State of New York with advertisements, offers, or solicitations for loans with interest rates greater than that prescribed in 14-a of the Banking Law or otherwise in violation of New York law, including without limitation, General Obligations Law 5-501, Penal Law 190.40 and 190.42, and Banking Law 340 et seq., or; (b) engaging in any advertising, offers or solicitations of loans with interest rates greater than that prescribed in 14-a of the Banking Law or otherwise in violation of New York law, including without limitation, General Obligations Law 5-501, Penal Law 190.40 and 190.42, and Banking Law 340 et seq. that can be seen by New York residents within the State of New York without disclosing that the loans are not available to New York residents; and it is further 4. ORDERED, ADJUDGED AND DECREED that Respondents are permanently

enjoined from making, financing, or collecting on loans to New York residents with interest rates greater than that prescribed in 14-a of the Banking Law or otherwise in violation of New York law, or facilitating or assisting in making, financing, or collecting on loans to New York residents with interest rates greater than that prescribed in 14-a of the Banking Law or otherwise in violation of New York law, including without limitation, General Obligations Law 5-501, Penal Law 190.40 and 190.42, and Banking Law 340 et seq.; and it is further

5.

ORDERED, ADJUDGED AND DECREED that Respondents are permanently

enjoined from engaging in the business of making loans to New York residents (as defined by Banking Law 340) unless and until they have been licensed, including pursuant to Banking Law 340 et seq.; and it is further 6. ORDERED, ADJUDGED AND DECREED that Respondents are permanently

enjoined from engaging in any deceptive, fraudulent, or illegal practices in violation of Executive Law 63(12) and General Business Law 349 in connection with the promotion or offering of financial goods and services to New York residents; and it is further 7. ORDERED, ADJUDGED AND DECREED that Respondents are enjoined

from selling or assigning any Covered Loan designated as Paid in Full pursuant to the terms of this Consent Order, and are enjoined from selling or assigning any other Covered Loan without express written consent of the borrower; and it is further 8. ORDERED, ADJUDGED AND DECREED that Respondents are enjoined

from collecting on any Covered Loan designated as Paid in Full pursuant to the terms of this Consent Order; and it is further 9. ORDERED, ADJUDGED AND DECREED that Respondents are enjoined

from representing, to New York Borrowers or otherwise, that a New York Borrower must release or discharge any grievance, suit, causes of action or claim against Respondents to receive a loan modification pursuant to this Consent Order; and it is further CONSUMER RELIEF 10. ORDERED, ADJUDGED AND DECREED that, within thirty (30) days of the

Effective Date of this Consent Order, Respondents shall modify all Covered Loans owned by Respondents as of the Effective Date of this Consent Order and the accounts of New York

Borrowers whose loans are owned by Respondents as of the Effective Date of this Consent Order as follows: a. For each Covered Loan for which the Borrowers Total Payments are less than the Loan Proceeds, (i) all amounts owed, including the principal balance remaining and all interest and fees due, shall be reduced to an amount equal to the difference between Loan Proceeds and the Borrowers Total Payments, and (ii) the interest rate going forward shall be set to 0%; b. For all other Covered Loans, (i) all amounts owed shall be reduced to $0 and (ii) the interest rate going forward shall be set to 0%. These loans shall be designated Paid in Full. Refund Eligible Borrowers shall receive refunds upon application to the New York Settlement Fund, as described in Paragraph Nos. 24-26 below. 11. ORDERED, ADJUDGED AND DECREED that, within 60 days of the

Effective Date, for each Covered Loan described in Paragraph 10(b) above (whether owned by Respondents as of the Effective Date or previously owned by Respondents), Respondents shall notify all credit agencies that maintain a record of the loan that the loan records corresponding to the period of time Respondents owned the loan should be removed from the New York Borrowers credit history; and for each Covered Loan described in Paragraph 10(a) above (whether owned by Respondents as of the Effective Date or previously owned by Respondents), upon request of the New York Borrower to the Fund Administrator, Respondents shall notify all credit agencies that maintain a record of the loan that loan records corresponding to the period of time Respondents owned the loan should be removed from the New York Borrowers credit history; and it is further

SETTLEMENT FUND 12. ORDERED, ADJUDGED, AND DECREED that Feinberg Rozen, LLP (the

Fund Administrator) shall maintain and administer the New York Settlement Fund. The Settlement Fund shall be funded by a series of payments made by Named Respondents, as set forth below. Respondents shall have no right, title, or interest in or power, privilege or incident of ownership in regard to the Settlement Fund and shall have no right to alter, amend, revoke or terminate the Settlement Fund; and it is further 13. ORDERED, ADJUDGED, AND DECREED that the Fund Administrator shall

not be authorized to pay or distribute any money from the Settlement Fund unless specifically authorized by this Consent Order; and it is further 14. ORDERED, ADJUDGED, AND DECREED that Named Respondents shall

within thirty (30), sixty (60), and ninety (90) days of the Effective Date of this Consent Order, make three equal payments totaling $1,000,000 (that is, $333.333.33 per payment) into a subfund within the New York Settlement Fund (the Base Sub-Fund). Named Respondents shall, beginning no later than one week after the Fund Administrator first deems an application eligible for payment, and until all timely outstanding claims are paid and the expiration of the last cure period described in Paragraph 26 of this Consent Order, make payments into another sub-fund of the New York Settlement Fund on a weekly basis in an amount sufficient to pay those claims deemed eligible for payment by the Fund Administrator in the previous week (the Payment Sub-Fund). Payments to Refund Eligible Borrowers shall be funded out of the Payment SubFund only, and not the Base Sub-Fund. If and once payments to Refund Eligible Borrowers exceed $3.0 million, each week the Fund Administrator shall transfer funds from the Base SubFund to the Payment Sub-Fund sufficient to pay those claims deemed eligible for payment in the

previous week, until such time as the Fund Administrator has transferred $500,000 in total. If and once payments to Refund Eligible Borrowers exceed $6 million, each week the Fund Administrator shall transfer funds from the Base Sub-Fund to the Payment Sub-Fund sufficient to pay those claims deemed eligible for payment in the previous week, until such time as the Base Sub-Fund is exhausted; and it is further 15. ORDERED, ADJUDGED, AND DECREED that each and every Named

Respondent shall be jointly and severally liable for all payments under this Consent Order, and that in the event that a payment previously made by one or more Named Respondents is avoided or recovered in connection with a bankruptcy proceeding or otherwise, each and every Named Respondent shall be jointly and severally liable for repaying any avoided or recovered payments; and it is further DISCLOSURE 16. ORDERED, ADJUDGED, AND DECREED that Respondents shall, by the

Implementation Date of this Consent Order, deliver to the Office of the Attorney General (Attorney General) and the Fund Administrator a list of all New York Borrowers with Covered Loans including, for each borrower, the borrowers name, last-known address, telephone number (if available), e-mail address (if available); the date of the loan, the loan proceeds, and all payments made to Respondents including all fees charged; and the status of the loan (i.e. charged-off, paid off, or outstanding). Respondents shall provide any additional information concerning a borrower upon written request by the Attorney General within three (3) business days; and it is further 17. ORDERED, ADJUDGED, AND DECREED that Respondents shall, by the

Implementation Date of this Consent Order, deliver to the Attorney General a list of all New

York Borrowers whose loans were sold to a third party, and the name and addresses of the parties that have purchased the loans; and it is further 18. ORDERED, ADJUDGED, AND DECREED that Respondents shall, within

seven (7) days of the Implementation Date of this Consent Order, provide the Fund Administrator and the Attorney General with the proposed Borrower Refund Amount information for each Refund Eligible Borrower. The parties agree that the Borrower Refund Amounts used by the Fund Administrator shall be consistent with the Stipulation between the parties, and agree to work in good faith to resolve any disagreements concerning the Borrower Refund Amount information; and it is further 19. ORDERED, ADJUDGED, AND DECREED that, to the extent not already

provided under this Consent Order, Respondents shall, upon request by the Attorney General, provide all documentation and information necessary for the Attorney General to confirm compliance with the Consent Order; and it is further 20. ORDERED, ADJUDGED, AND DECREED that, to the extent not already

provided under this Consent Order, Respondents shall, upon request by the Fund Administrator, provide all documentation and information necessary for the Fund Administrator to perform all the duties provided in this Consent Order; and it is further FUND ADMINISTRATION 21. ORDERED, ADJUDGED, AND DECREED that, within 60 (sixty) days of the

Implementation Date, the Fund Administrator shall have directly contacted every New York Borrower for whom the Fund Administrator has current contact information by mail, e-mail and phone to provide notice of this Consent Order and the borrowers rights (Notice of Settlement). Consistent with Paragraph 28, nothing in this provision shall be construed as

precluding the Fund Administrator from continuing to attempt to locate and contact New York Borrowers for whom the Fund Administrator does not have current contact information after the end of the 60 day period. All written Notice of Settlement and any claim forms shall be in both English and Spanish. The Fund Administrator shall work with the Attorney General to draft appropriate and clear communications with New York Borrowers to be made via mail, e-mail, and phone, consistent with the terms of this Consent Order. The Fund Administrator and the Attorney General shall consider Respondents input on the drafting of these communications in good faith; and it is further 22. ORDERED, ADJUDGED, AND DECREED that the Fund Administrator shall

publicize this Consent Order by conducting at least one public town hall meeting to describe the rights of New York Borrowers under this Consent Order and placing advertisements in New York newspapers to maximize reasonable notice to borrowers; and it is further 23. ORDERED, ADJUDGED, AND DECREED that the Fund Administrator shall

maintain a website with the terms and conditions of the Consent Order with the Attorney General and the process by which a borrower may file a claim for a refund to be paid using monies from the New York Settlement Fund. The website shall also, with appropriate measures to minimize fraud and promote accuracy, enable Refund Eligible Borrowers to file a claim for a refund with the Fund Administrator; and it is further 24. ORDERED, ADJUDGED, AND DECREED that the Fund Administrator shall

accept and process all claims of Refund Eligible Borrowers, taking appropriate measures to minimize fraud and promote accuracy, and provide a check in the amount of the Borrower Refund Amount upon the borrowers application to the Fund Administrator pursuant to the process set forth below; and it is further

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25.

ORDERED, ADJUDGED, AND DECREED that a borrowers application to

the Fund Administrator for a refund shall be deemed timely submitted if it is received by the Fund Administrator with a postmark dated no more than ninety (90) days after the conclusion of the 60 day period for providing the Notice of Settlement to New York Borrowers, defined in Paragraph 21. Any application received by the Fund Administrator with a postmark dated no more than fourteen (14) days after the conclusion of the 90 day period defined above shall also be deemed timely by the Fund Administrator; and it is further 26. ORDERED, ADJUDGED, AND DECREED that, within thirty (30) days of

receiving an application from a Refund Eligible Borrower deemed substantially complete by the Fund Administrator, the Fund Administrator shall mail a check to the borrower for the Borrower Refund Amount. An application shall be deemed substantially complete if it includes the borrowers name and contact information, tax id or social security number, signature, and proof of the borrowers identity, including but not limited to a copy of one of the following, as determined by the Fund Administrator acting in its discretion: the borrowers drivers license, loan agreement, a recent pay stub, recent bank statement, or utility invoice. Notwithstanding the foregoing, the Fund Administrator may, at its discretion, request additional information from the borrower to substantiate the refund claim. For each application the Fund Administrator deems not substantially complete, the Fund Administrator shall notify the borrower that the application has been deemed deficient and the basis for this decision, and provide the borrower with fortyfive (45) days to cure the deficiency; and it is further 27. ORDERED, ADJUDGED, AND DECREED that all funds distributed by the

Fund Administrator shall be by check that is valid for ninety (90) days. The Fund Administrator shall advise, by mail, each eligible borrower to whom such checks were issued that such check

11

has remained un-cashed for more than ninety (90) days. The borrowers may, if they contact the Fund Administrator within sixty (60) days thereafter, have such un-cashed checks re-issued, such re-issued checks to be valid for sixty (60) days from their issue date; and it is further 28. ORDERED, ADJUDGED, AND DECREED that the Fund Administrator shall

make all reasonable efforts to locate and contact each Refund Eligible Borrower who (a) the Fund Administrator did not successfully contact during the period described in Paragraph 21 because of incorrect contact information, (b) did not submit a claim within thirty (30) days of the Fund Administrators attempt to contact the borrower, or (c) who submitted a claim but whose refund payment was returned. Such reasonable efforts shall include, but not be limited to, the use of commercially-available databases and public records. If contact information for the borrower is identified, the Fund Administrator shall provide Notice of Settlement or, if a refund payment was previously returned, the refund payment; and it is further 29. ORDERED, ADJUDGED, AND DECREED that, every thirty (30) days, the

Fund Administrator shall provide to the Attorney General and Respondents a monthly report that provides the following information: (a) number of claims received; (b) number of claims paid; (c) total amount paid; (d) number of deficient claims received; (e) number of deficient claimants notified of their deficiency; (f) number of cured deficiencies; (g) number of ineligible claims made; (h) the loan IDs of the borrowers whose claims were deemed deficient or ineligible and (i) for each claim deemed deficient or ineligible, the basis for this decision. The Fund

Administrator shall upon request by the Attorney General, provide all documentation and information necessary for the Attorney General to confirm compliance with the Consent Order; and it is further

12

30.

ORDERED, ADJUDGED, AND DECREED that the Attorney General shall

have the right to remove and replace the Fund Administrator for failing to comply with the terms of this Consent Order or otherwise acting improperly; and it is further 31. ORDERED, ADJUDGED, AND DECREED that, after all outstanding claims

of New York Borrowers are paid and all applicable periods for curing a deficient or incomplete claim under this Consent Order have been exhausted: (a) any and all monies remaining in the Settlement Funds Base Sub-Fund shall be paid by the Fund Administrator to the Attorney General; and (b) any and all monies remaining in the Settlement Funds Payment Sub-Fund shall be paid to Named Respondents; and it is further 32. ORDERED, ADJUDGED, AND DECREED that Named Respondents shall pay

any and all costs associated with creating, maintaining, and administering the Settlement Fund, including without limitation, the administrative expenses incurred in connection with providing notice and processing submitted claims. In no event shall the Attorney General or the State of New York be liable for any costs associated with the creating, maintain, and administering the Settlement Fund; and it is further 33. ORDERED, ADJUDGED, AND DECREED that the Attorney General shall

have no liability whatsoever to Respondents, the Fund Administrator, or New York Borrowers in connection with the administration of the Settlement Fund or for any actions by Respondents or the Fund Administrator with respect to the monies deposited; and it is further PENALTIES 34. ORDERED, ADJUDGED, AND DECREED that within thirty (30) days of the

Effective Date of this Consent Order Named Respondents shall pay to the Office of the Attorney General penalties in the amount of $1,500,000.00; and it is further

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COMPLIANCE & ENFORCEMENT 35. ORDERED, ADJUDGED AND DECREED that upon application by the

Attorney General showing that Named Respondents have failed to make any payments required by this Consent Order, the Court shall enter a money judgment in the amount outstanding due plus interest at a rate of nine (9) percent per annum from the date of violation or nonpayment against Respondents, and the Attorney General shall have execution thereof; and it is further 36. ORDERED, ADJUDGED AND DECREED that any notices, statements or

other written documents required by this Consent Order shall be provided by first class mail to the intended recipient at the addresses set forth below, unless a different address is specified in writing by the party changing such address, and as to Respondents, by first class mail and email: For Petitioner, the People of the State of New York, to: Eric T. Schneiderman Attorney General of the State of New York Internet Bureau 120 Broadway, 3rd Floor New York, New York 10271 Attn: Jordan S. Adler, Assistant Attorney General For Respondents, to Katya Jestin Jenner & Block LLP 919 Third Avenue New York, New York 10021 kjestin@jenner.com EFFECT OF OTHER AGREEMENTS 37. ORDERED, ADJUDGED AND DECREED that should one or more of Named

Respondents enter into any subsequent agreement with any other state Attorney General, or other state or federal enforcement or regulatory authority (an Authority) regarding Western Sky loan borrowers in any other state (a Subsequent Settlement Agreement) that has benefits and terms

14

more favorable to the Authority than those in this Consent Order, then this Consent Order shall be deemed to be modified to provide the Attorney General of the State of New York with those more favorable benefits and terms if and only if: (a) at the time of the Subsequent Settlement Agreement, the total number of Western Sky loans with borrowers that are resident in that state, or in a state covered by the Subsequent Settlement Agreement, equals or exceeds four thousand (4,000); and (b) the Subsequent Settlement Agreement precedes either a (a) final court judgment, or (b) partial court judgment on the liability of any Named Respondent, where that partial court judgment covers the issues of usury or licensed lending (including but not limited to the applicability of a jurisdictions usury or licensed lending laws to any Respondent). Benefits or terms of a Subsequent Settlement Agreement that shall be deemed more favorable shall include, but not be limited to, (1) a penalty or civil fine (as a percentage of the total loan proceeds extended in the state) that is greater than the penalties due under this Consent Order (calculated as a percentage of New Yorks total loan proceeds extended); and (2) a payment or payments that would result in refunds to borrowers of interest paid that, under that states law, is not usurious interest. Any additional funds that become available to refund to New York Borrowers as a result of this provision prior to the Fund Administrators distribution of refunds pursuant to this Consent Order shall be included within the refunds provided by the Fund Administrator. Should additional funds become available for refunds to New York Borrowers as a result of this provision subsequent to the 60 day notice period described in Paragraph 21 of this Consent Order, Named Respondents shall pay to the Attorney General at the conclusion of the claims process an amount equal to the total amount of additional refunds that would be due to those New York Borrowers that were provided refunds by the Fund Administrator. Named

Respondents shall notify the Attorney General of the State of New York of the existence of such

15

more favorable benefits and terms within ten (10) days of the execution of such Subsequent Settlement Agreement and the Attorney General of the State of New York shall have the right to receive the more favorable benefits and terms immediately. If the parties cannot reach

agreement as to whether a Subsequent Settlement Agreement contains more favorable terms, the dispute shall be resolved by the Court, and the parties waive their right to appeal; and it is further CONTINUING JURISDICTION 38. ORDERED, ADJUDGED AND DECREED that this Court shall retain

jurisdiction of this proceeding for the purpose of carrying out the terms of this Consent Order, to which jurisdiction Respondents consent solely for purposes of the enforcement of this Consent Order, and any party to this Consent Order may apply to this Court for such other and further relief as may be necessary to effectuate the terms of this Consent Order, upon five (5) days notice to all other parties; and it is further GENERAL PROVISIONS 39. ORDERED, ADJUDGED AND DECREED that any failure of the Attorney

General to exercise any right under this Consent Order shall not constitute a waiver of any rights of the Attorney General hereunder; and it is further 40. ORDERED, ADJUDGED AND DECREED that Respondents and the Attorney

General further agree to execute and deliver all authorizations, documents and instruments that are necessary to carry out the terms and conditions of this Consent Order; and it is further 41. ORDERED, ADJUDGED AND DECREED that any agreements by the

Attorney General as part of this Consent Order are expressly conditioned upon the truthfulness and accuracy of the representations made by Respondents and their counsel during the investigation and litigation; and it is further

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42.

ORDERED, ADJUDGED AND DECREED that, by entering into this Consent

Order, the State of New York hereby releases and discharges Respondents from any and all grievances, suits, causes of action and any claims of any nature whatsoever relating to or arising out of the conduct alleged in the Petition and/or the above captioned action whether arising in contract, tort, statute, or any other theory of action, whether arising in law or equity, whether known or unknown, choate or inchoate, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, based upon any fact, whether known or unknown, that is based on actions, facts, or occurrences that happened prior to the Effective Date of this Consent Order. Notwithstanding the foregoing: (a) the State of New York does not release or discharge Respondents from any grievances, suits, causes of action or claims arising out of any other conduct, including without limitation discriminatory conduct; and (b) Respondents are in no way liable for any future collections activity authorized or permitted (whether expressly or implicitly) by this Consent Order, including but not limited to collections performed under Paragraph 10(a) of this consent order; and it is further 43. ORDERED, ADJUDGED AND DECREED that any Refund Eligible Borrower

who submits a claim and receives a refund pursuant to the terms of this Consent Order will be required by the Fund Administrator to release and discharge Respondents from any and all grievances, suits, causes of action and any claims of any nature whatsoever relating to or arising out of the conduct alleged in the Petition and/or the above captioned action, whether arising in contract, tort, statute, or any other theory of action, whether arising in law or equity, whether known or unknown, choate or inchoate, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, based upon any fact, whether known or unknown, and that is based on actions, facts, or occurrences that happened prior to the

17

Effective Date of this Consent Order. Notwithstanding the foregoing: (a) borrowers will not be required to release or discharge Respondents from any grievances, suits, causes of action or claims arising out of any other conduct, including without limitation discriminatory conduct; and (b) Respondents are in no way liable for, and the release provided by Refund Eligible Borrowers who submit claims shall cover, any future collections activity authorized or permitted (whether expressly or implicitly) by this Consent Order, including but not limited to collections performed under Paragraph 10(a) of this consent order; and it is further 44. ORDERED, ADJUDGED AND DECREED that nothing contained in this

Consent Order shall be construed as an admission or denial by Respondents of any liability, wrongdoing or legal or factual issue, and this Consent Order may not be used as evidence of liability; and it is further 45. ORDERED, ADJUDGED AND DECREED that this Consent Order and the

Stipulation between the parties sets forth all of the promises, covenants, agreements, conditions and understandings between the parties, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, express or implied. There are no

representations, arrangements, or understandings, oral or written, between the Parties relating to the subject matter of this Consent Order that are not fully expressed herein or attached hereto; and it is further 46. ORDERED, ADJUDGED AND DECREED that nothing in this Consent Order

shall be construed as relieving Respondents of their obligations to comply with all applicable laws, regulations, and rules, or as granting permission to engage in any acts or practices prohibited by such law, regulation, or rule; and it is further

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47.

ORDERED, ADJUDGED AND DECREED that nothing in this Consent Order

shall be construed as preventing the Attorney General from advertising, promoting, or explaining the existence and terms of this Consent Order and the rights of borrowers thereunder; and it is further 48. ORDERED, ADJUDGED AND DECREED that Respondents shall not state

or imply or cause to be stated or implied that the Attorney General has approved, sanctioned, or authorized any practice, act, or conduct of Respondents; and it is further 49. ORDERED, ADJUDGED AND DECREED that Respondents waive any

further notice of submission of this Consent Order to and filing thereof with this Court and agree to accept service of a conformed copy by first-class mail; and it is further 50. ORDERED, ADJUDGED AND DECREED that the clerk is hereby directed to

enter this Consent Order forthwith; and it is further 51. ORDERED, ADJUDGED AND DECREED that this Courts order and

judgment dated January __, 2014 is hereby deemed a decision which shall be entered by the clerk of the court.

SO ORDERED: Dated: New York, New York January ___, 2014 ENTER:

Hon. Alice Schlesinger

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