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Civil Case — DV Diamond Club of Flint, LLC v. U.S. Small Business Administration (Dkt. 56, E.D. Mich.)

Summary

The plaintiffs' verified corrected Second Amended Complaint in DV Diamond Club of Flint, LLC v. United States Small Business Administration, Case No. 4:20-cv-10899, U.S. District Court for the Eastern District of Michigan, filed June 18, 2020 as ECF No. 56. The plaintiff businesses sue the Small Business Administration, Administrator Jovita Carranza, the United States and Secretary of Treasury Steven Mnuchin. The complaint alleges that the agency's emergency regulations implementing the Paycheck Protection Program conflict with the text of the PPP and violate the First and Fifth Amendments, and seeks emergency injunctive and declaratory relief, citing 28 U.S.C. § 1331 and 5 U.S.C. § 702. The parties section states that DV Diamond Club of Flint, LLC does business as Little Darlings. The 169-page filing closes with verifications and a certificate of service.

Summary drafted by a model from the text of the original file linked on this page and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Cite this document

“Civil Case — DV Diamond Club of Flint, LLC v. U.S. Small Business Administration (Dkt. 56, E.D. Mich.).” Original at archive.org. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/civil-case-dv-diamond-club-of-flint-llc-v-u-s-small-business-administr-121060fc3a/, SHA-256 50d29cc5bfaa20032f8e4c53b64335708559772c947e058a03c3b9fdd35aebc7.

Full text

Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2202 Filed 06/18/20 Page 1 of 169




                     UNITED STATES DISTRICT COURT
                     EASTERN DISTRICT OF MICHIGAN
                          SOUTHERN DIVISION

 Case No. 4:20-cv-10899             Hon. Matthew F. Leitman
                                    Hon. David R. Grand, by referral

 DV DIAMOND CLUB OF FLINT, LLC; BENELUX CORPORATION; BDS
 RESTAURANT, INC.; DB ENTERTAINMENT, INC.; MILLENNIUM
 RESTAURANTS GROUP, INC.; T AND N INCORPORATED; BURCH
 MANAGEMENT COMPANY, INC.; JCB OF GAINESVILLE, INC.; MAG
 ENTERPRISES, INC.; 2740 CORPORATION; MAG PITT LP;
 FILOSADELFIA,    LLC;    POLMOUR,        INC.;  STONE      PARK
 ENTERTAINMENT, INC.; SEVENTY7, LLC; BROOKHURST VENTURE,
 LLC; CITY OF INDUSTRY HOSPITALITY VENTURE, INC.; FARMDALE
 HOSPITALITY SERVICES, INC.; INLAND RESTAURANT VENTURE I,
 INC.; MIDNIGHT SUN ENTERPRISES, INC.; OLYMPIC AVENUE
 VENTURE, INC.; THE OXNARD HOSPITALITY SERVICES, INC.;
 PLATINUM SJ ENTERPRISE; ROUGE GENTLEMEN’S CLUB, INC.;
 WASHINGTON MANAGEMENT, LLC; PNM ENTERPRISES, INC.;
 RIALTO POCKETS, INC.; SANTA BARBARA HOSPITALITY SERVICES,
 INC.; SANTA MARIA RESTAURANT ENTERPRISES, INC.; THE
 SPEARMINT     RHINO    ADULT       SUPERSTORE,      INC.;  HIGH
 EXPECTATIONS HOSPITALITY, LLC; KENTUCKY HOSPITALITY
 VENTURE, LLC; K-KEL, INC.; L.C.M., LLC; NITELIFE, INC.; PENN AVE
 HOSPITALITY, LLC; SARIE’S LOUNGE, LLC; WORLD CLASS
 VENTURES, LLC; W.P.B. HOSPITALITY, LLC; THE SPEARMINT
 RHINO COMPANIES WORLDWIDE, INC.; SPEARMINT RHINO
 CONSULTING WORLDWIDE, INC.; VC LAUDERDALE, INC.;
 KIMMICO, INC.; FERNEY PROPERTIES, LLC; HERITAGE
 MANAGEMENT SERVICES, INC.; MAG ENTERTAINMENT, LLC, EAST
 COAST RESTAURANT & NIGHTCLUBS, LLC; OASIS ON ESSINGTON,
 LTD; VONCH, LLC; CLUB CABARET, INC.; KING B, INC.; AND PEORIA
 SPEAKEASY, INC.

       Plaintiffs,
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2203 Filed 06/18/20 Page 2 of 169




 v.

 UNITED STATES SMALL BUSINESS ADMINISTRATION; JOVITA
 CARRANZA, in her Official Capacity as Administrator of the Small Business
 Administration; UNITED STATES OF AMERICA; and STEVEN MNUCHIN,
 in his Official Capacity as United States Secretary of Treasury,

        Defendants.


 Bradley J. Shafer (P36604)               Gary S. Edinger (Fla. 0606812)
 Brad@BradShaferLaw.com                   GSEdinger12@gmail.com
 Matthew J. Hoffer (P70495)               BENJAMIN, AARONSON, EDINGER
 Matt@BradShaferLaw.com                         & PATANZO, P.A.
 SHAFER & ASSOCIATES, P.C.                305 N.E. 1st Street
 3800 Capital City Blvd., Suite 2         Gainesville, Florida 320601
 Lansing, Michigan 48906                  352-338-4440 - Telephone
 517-886-6560 – Telephone                 Attorneys for Plaintiffs JCB of
 Attorneys for All Plaintiffs             Gainesville, Inc., and V.C.
                                          Lauderdale, Inc.

                                          Peter E. Garrell
                                          PGarrell@FortisLaw.com
                                          FORTIS, LLP
                                          650 Town Center Drive, Suite 1530
                                          Costa Mesa, California 92626
                                          714-795-2363 - Telephone
                                          Attorneys for Spearmint Rhino
                                          affiliated Plaintiffs


        PLAINTIFFS’ VERIFIED CORRECTED SECOND AMENDED
       COMPLAINT FOR EMERGENCY TEMPORARY RESTRAINING
      ORDER, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF,
                    AND DECLARATORY RELIEF
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2204 Filed 06/18/20 Page 3 of 169




       NOW COME all Plaintiffs listed in the above caption, and for their complaint,

 hereby state the following.

                                  INTRODUCTION

       1.     This is a civil action wherein Plaintiffs seek injunctive relief to restrain

 Defendants from discriminating against workers who are entitled to benefit from the

 Paycheck Protection Program (“PPP”) provisions of the recently-enacted

 Coronavirus, Aid, Relief, and Economic Security Act, Pub. L. No. 116-136 §§ 1101-

 03, 1107, 1114 (2020) (the “CARES Act”). The PPP is designed to quickly provide

 emergency relief to workers and businesses affected by the current COVID-19

 pandemic following the President of the United States declaring a national

 emergency.    However, the emergency regulations promulgated by the Small

 Business Administration to implement the PPP, which in part adopt existing

 regulations formulated to implement narrower existing loan programs, improperly

 and unconstitutionally limit benefits to businesses and workers unquestionably

 engaged in First Amendment protected expression. The regulations and operating

 procedures, described more specifically below, conflict with the text of the PPP and

 violate businesses’ and workers’ fundamental rights under the First and Fifth

 Amendments of the United States Constitution, among others.
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2205 Filed 06/18/20 Page 4 of 169




       2.     Because the funding of the PPP is to occur on a first-come-first-serve

 basis until the fund is depleted, Plaintiffs bring this action on an emergency basis

 and will seek a Temporary Restraining Order to prevent irreparable injury to their

 workers, their businesses, the entertainers who perform on their premises, and all

 their constitutional rights.

                            JURISDICTION AND VENUE

       3.     Jurisdiction is conferred on this Court for the resolution of the

 substantial constitutional questions presented here by virtue of 28 U.S.C. § 1331; 28

 U.S.C. § 1343(a)(1), (3), (4); 28 U.S.C. § 1346(a)(2); and 28 U.S.C. § 1361.

       4.     Authority for judicial review of agency action is further provided by 5

 U.S.C. § 702, which states:

       A person suffering legal wrong because of agency action, or adversely
       affected or aggrieved by agency action within the meaning of a relevant
       statute, is entitled to judicial review thereof. An action in a court of the
       United States seeking relief other than money damages and stating a
       claim that an agency or an officer or employee thereof acted or failed
       to act in an official capacity or under color of legal authority shall not
       be dismissed nor relief therein be denied on the ground that it is against
       the United States or that the United States is an indispensable party. The
       United States may be named as a defendant in any such action, and a
       judgment or decree may be entered against the United States: Provided,
       That any mandatory or injunctive decree shall specify the Federal
       officer or officers (by name or by title), and their successors in office,
       personally responsible for compliance. Nothing herein (1) affects other
       limitations on judicial review or the power or duty of the court to
       dismiss any action or deny relief on any other appropriate legal or

                                            4
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2206 Filed 06/18/20 Page 5 of 169




       equitable ground; or (2) confers authority to grant relief if any other
       statute that grants consent to suit expressly or impliedly forbids the
       relief which is sought.

       5.     The prayer for declaratory relief is founded in part on Rule 57 of the

 Federal Rules of Civil Procedure as well as 28 U.S.C. § 2201, the latter of which

 provides that:

       “. . . any court of the United States, upon the filing of an appropriate
       pleading, may declare the rights and other legal relations of any
       interested party seeking such declaration, whether or not further relief
       is or could be sought. . . .”

       6.     The jurisdiction of the Court to grant injunctive relief is conferred upon

 this Court by Rule 65 of the Federal Rules of Civil Procedure, and by 28 U.S.C. §

 2202, the latter of which provides:

       “Further necessary or proper relief on a declaratory judgment or decree
       may be granted, after reasonable notice and hearing, against any
       adverse party whose rights have been determined by such judgment.”

       7.     No other action, civil or criminal, is pending in any state court involving

 the Plaintiffs regarding the activities and events at issue here.

       8.     This suit is authorized by law to redress deprivations of rights,

 privileges, and immunities secured by the First and Fifth Amendments to the United

 States Constitution, and for declaratory and injunctive relief.




                                            5
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2207 Filed 06/18/20 Page 6 of 169




       9.    Pursuant to 28 U.S.C. § 1391(e) venue in this Court is appropriate as

 the Plaintiff DV Diamond Club of Flint, LLC is located in the Eastern District of

 Michigan; it has applied for a loan within the Eastern District; the Small Business

 Administration and the Treasury Department operate in the Eastern District; and the

 injury complained of and acts causing that injury have occurred and will continue to

 occur in the Eastern District of Michigan.

                                     PARTIES

       10.   DV Diamond Club of Flint, LLC (“DV”) is a Michigan Limited

 Liability Company duly organized and authorized to conduct business in the State

 of Michigan. DV does business as Little Darlings at 2341 South Dort Highway in

 Flint, Michigan, which is located in Genesee County, State of Michigan.

       11.   Benelux Corporation (“Benelux”) is a Texas corporation duly

 organized and authorized to do business in the State of Texas. Benelux does business

 as The Palazio at 501 East Ben White in Austin, Texas.

       12.   BDS Restaurant, Inc. (“BDS”) is a Texas corporation duly organized

 and authorized to do business in the State of Texas. BDS does business as Baby

 Dolls Topless Saloon at 10250 Shady Trail in Dallas Texas.




                                          6
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2208 Filed 06/18/20 Page 7 of 169




       13.   DB Entertainment, Inc. (“DB”) is a Texas corporation duly organized

 and authorized to do business in the State of Texas. DB does business as Baby Dolls

 – Ft Worth at 3601 Highway 157 in Fort Worth Texas.

       14.   Millennium Restaurants Group, Inc. (“Millennium”) is a Texas

 Corporation duly organized and authorized to do business in the State of Texas.

 Millennium does business as Cabaret Royal or Chicas Locas at 10723 Composite

 Drive in Dallas Texas.

       15.   T and N Incorporated (“T&N”) is a Texas Corporation duly organized

 and authorized to do business in the Texas. T&N does business as Fare Arlington

 or Chicas Locas at 2711 Majesty in Arlington, Texas.

       16.   Burch Management Company, Inc. (“Burch”) is a Texas corporation

 duly organized and authorized to do business in the State of Texas. Burch is located

 at 10723 Composite Drive in Dallas Texas.

       17.   JCB of Gainesville, Inc. (“JCB”) is a Florida corporation duly

 organized and authorized to do business in the State of Florida. JCB does business

 as Café Risque at 17035 S.E. Country Road 234 in Micanopy, Florida.

       18.   MAG Enterprises, Inc. (“MAG Enterprises”) is a Pennsylvania

 corporation duly organized and authorized to do business in the Commonwealth of


                                          7
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2209 Filed 06/18/20 Page 8 of 169




 Pennsylvania. MAG Enterprises does business as Cheerleaders Gentlemen’s Club

 at 2740 South Fort Street in Philadelphia, Pennsylvania.

       19.   2740 Corporation is a Pennsylvania corporation duly organized and

 authorized to do business in the Commonwealth of Pennsylvania. 2740 Corporation

 does business as Cheerleaders Gentlemen’s Club at 2740 South Fort Street in

 Philadelphia, Pennsylvania.

       20.   MAG Pitt LP (“MAG Pitt”) is a Pennsylvania limited partnership duly

 organized and authorized to do business in the Commonwealth of Pennsylvania.

 MAG Pitt does business as Cheerleaders Gentlemen’s Club at 3100 Liberty Avenue

 in Pittsburgh, Pennsylvania.

       21.   Filosadelfia, LLC (“Filosadelfia”) is a Pennsylvania limited liability

 company duly organized and authorized to do business in the Commonwealth of

 Philadelphia. Filosadelfia does business as Sin City at 6130 West Passyunk Avenue

 in Philadelphia, Pennsylvania.

       22.   Polmour, Inc. (“Polmour”) is a Texas corporation duly organized and

 authorized to do business in the State of Texas. Poulmour does business as The

 Landing Strip at 745 U.S. Highway 183 South in Austin, Texas.




                                          8
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2210 Filed 06/18/20 Page 9 of 169




       23.   Stone Park Entertainment, Inc. (“Stone Park”) is an Illinois corporation

 duly organized and authorized to do business in the State of Illinois. Stone Park

 does business as Scores at 4003 West Lake Street in Stone Park, Illinois.

       24.   Seventy7, LLC (“Seventy7”) is a limited liability company duly

 organized and authorized to do business in the State of Illinois. Seventy7does

 business as Gold Rush at 7778 Biscayne Boulevard in Miami, Florida.

       25.   Brookhurst Venture, LLC (“Brookhurst”) is a California Limited

 Liability Company duly organized and authorized to do business in the State of

 California. Brookhurst does business as California Girls at 815 Brookhurst Street in

 Anaheim, California.

       26.   City of Industry Hospitality Venture, Inc. (“Industry Venture”) is a

 California Corporation duly organized and authorized to do business in the State of

 California. Industry Venture does business as Spearmint Rhino Gentlemen’s Club at

 15411 E. Valley Blvd in City of Industry, California.

       27.   Farmdale Hospitality Services, Inc. (“Farmdale”) is a California

 Corporation duly organized to do business in the State of California. Farmdale does

 business as Blue Zebra at 6872 Farmdale Ave in North Avenue, California.




                                          9
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2211 Filed 06/18/20 Page 10 of 169




        28.   Inland Restaurant Venture I, Inc., (“Inland”) is a California Corporation

  duly organized and authorized to do business in the State of California. Inland does

  business as Spearmint Rhino Gentlemen’s Club at 15004 Oxnard Street in Van

  Nuys, California.

        29.   Midnight Sun Enterprises, Inc. (“Midnight”) is a California

  Corporation duly organized and authorized to do business in the State of California.

  Midnight does business as Spearmint Rhino Gentlemen’s Club at 19900 S.

  Normandie Blvd in Torrance, California.

        30.   Olympic Avenue Venture, Inc. (“Olympic”) is a California Corporation

  duly organized and authorized to do business in the State of California. Olympic

  does business as Spearmint Rhino Gentlemen’s Club at 2020 E. Olympic Blvd in

  Los Angeles, California.

        31.   The Oxnard Hospitality Services, Inc. (“Oxnard”) is a California

  Corporation duly organized and authorized to do business in the State of California.

  Oxnard does business as Spearmint Rhino Gentlemen’s Club at 630 Maulhardt Ave

  in Oxnard, California.

        32.   Platinum SJ Enterprise (“SJ”) is a California Limited Liability

  Company duly organized and authorized to do business in the State of California.


                                          10
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2212 Filed 06/18/20 Page 11 of 169




  SJ does business as Spearmint Rhino Gentlemen’s Club at 81 W. Santa Clara Street

  in San Jose California.

        33.     Rouge Gentlemen’s Club, Inc. (“Rouge”) is a California Corporation

  duly organized and authorized to do business in the State of California. Rouge does

  business as Dames N’ Games Topless Sports Bar at 14626 Ramer Street in Van Nuys

  California.

        34.     Washington Management, LLC (“Washington Mgmt”) is a California

  Limited Liability Company duly organized and authorized to do business in the State

  of California. Washington Mgmt does business as Dames N’ Games at 2319 E.

  Washington Blvd in Los Angeles California.

        35.     PNM Enterprises, Inc. (“PNM”) is a California Corporation duly

  organized to do business in the State of California. PNM does business as California

  Girls at 1109 N. Harbor Blvd in Santa Ana California.

        36.     Rialto Pockets, Inc. (“Rialto”) is a California Corporation duly

  organized to do business in the State of California. Rialto does business as Spearmint

  Rhino Gentlemen’s Club at 312 Riverside Ave in Rialto California.

        37.     Santa Barbara Hospitality Services, Inc. (“Santa Barbara”) is a

  California Corporation duly organized to do business in the State of California. Santa


                                           11
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2213 Filed 06/18/20 Page 12 of 169




  Barabara does business as Spearmint Rhino Gentlemen’s Club at 22 E. Montecito

  Street in Santa Barbara California.

        38.    Santa Maria Restaurant Enterprises, Inc. (“Santa Maria”) is a California

  Corporation duly organized to do business in the State of California. Santa Maria

  does business as Spearmint Rhino Gentlemen’s Club at 505 S. Broadway in Santa

  Maria California.

        39.    The Spearmint Rhino Adult Superstore, Inc. (“Superstore”) is a

  California Corporation duly organized to do business in the State of California.

  Superstore does business at 15429 E. Valley Blvd in the City of Industry California.

        40.    High Expectations Hospitality, LLC (“Expectations”) is a Texas

  Limited Liability Company duly organized and authorized to do business in the State

  of Texas. Expectations does business as Spearmint Rhino Gentlemen’s Club at

  10965 Composite Drive in Dallas Texas.

        41.    Kentucky Hospitality Venture, LLC (“Kentucky Hospitality”) is a

  Delaware Limited Liability Company duly organized and authorized to do business

  in the State of Kentucky. Kentucky Hospitality does business as Spearmint Rhino

  Gentlemen’s Club at 5539 Athens Boonesboro Road in Lexington, Kentucky.




                                           12
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2214 Filed 06/18/20 Page 13 of 169




        42.     K-Kel, Inc. (“K-Kel”) is a Nevada Corporation duly organized and

  authorized to do business in the State of Nevada. K-Kel does business as The

  Spearmint Rhino Adult Cabaret at 3340 S. Highland Drive in Las Vegas, Nevada.

        43.     L.C.M., LLC (“LCM”) is an Idaho Limited Liability Company duly

  organized and authorized to do business in the State of Idaho. LCM does business

  Spearmint Rhino Gentlemen’s Club at 1500 W. Grove Street in Boise, Idaho.

        44.     Nitelife, Inc. (“Nitelife”) is a Minnesota Corporation duly organized to

  do business in the State of Minnesota. Nitelife does business as Spearmint Rhino

  Gentlemen’s Club at 725 S. Hennepin Ave in Minneapolis, Minnesota.

        45.     Penn Ave Hospitality, LLC (“Penn Ave”) is a Delaware Limited

  Liability Company duly organized to do business in the State of Pennsylvania. Penn

  Ave does business as Spearmint Rhino Gentlemen’s Club at 1620 Pennsylvania Ave

  in Pittsburgh, Pennsylvania.

        46.     Sarie’s Lounge, LLC (“Sarie’s”) is an Iowa Limited Liability Company

  duly organized and authorized to do business in the State of Iowa. Sarie’s does

  business as Spearmint Rhino Gentlemen’s Club at 2449 North 13th Street in Carter

  Lake, Iowa.




                                            13
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2215 Filed 06/18/20 Page 14 of 169




        47.   World Class Ventures, LLC (“World Class”) is an Iowa Limited

  Liability Company duly organized and authorized to do business in the State of Iowa.

  World Class does business as Spearmint Rhino Gentlemen’s Club at 2449 North

  13th Street in Carter Lake, Iowa.

        48.   W.P.B. Hospitality, LLC (“WPB”) is a Florida Limited Liability

  Company duly organized to do business in the State of Florida. WPB does business

  as Spearmint Rhino Gentlemen’s Club at 2145 Zip Code Place in West Palm Beach,

  Florida.

        49.   The Spearmint Rhino Companies Worldwide, Inc. (“Worldwide”) is a

  Nevada corporation duly organized and authorized to do business in the State of

  California. Worldwide is located at 1875 Tandem Way in Norco, California.

        50.   Spearmint Rhino Consulting Worldwide, Inc. (“Consulting”) is a

  Delaware corporation duly organized and authorized to do business in the State of

  California. Consulting is located at 1875 Tandem Way in Norco, California.

        51.   V.C. Lauderdale, Inc. (“VC”) is a Florida corporation duly organized

  and authorized to do business in the State of Florida. VC does business as Vegas

  Cabaret at 5428 North University Drive, Lauderhill, Florida.

        52.   Kimmico, Inc. (“Kimmico”) is a Maryland corporation duly organized

  and authorized to do business in the State of Maryland. Kimmico does business as
                                          14
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2216 Filed 06/18/20 Page 15 of 169




  Fantasies Nightclub & Sports Bar at 5520 Pennington Avenue in Baltimore

  Maryland.

        53.    Ferny Properties, LLC (“Ferny”) is a North Dakota limited liability

  company duly organized and authorized to do business in the State of North Dakota.

  Ferny does business as Northern Gentlemen’s Club at 325 10th Street South in Fargo,

  North Dakota.

        54.    Heritage Management Services, Inc. (“Heritage Management”) is a

  California corporation duly organized and authorized to do business in the State of

  California. Heritage Management does business as Crazy Horse at 980 Market

  Street in San Francisco, California.

        55.    MAG Entertainment, LLC (“MAG Entertainment”) is a New Jersey

  limited liability company duly organized and authorized to do business in the State

  of New Jersey. MAG Entertainment does business as Cheerleaders Gentlemen’s

  Club at 54 Crescent Boulevard in Gloucester City, New Jersey.

        56.    East Coast Restaurant & Nightclubs, LLC (“East Coast”) is a New

  Hampshire limited liability company duly organized and authorized to do business

  in the State of New Hampshire. East Coast does business as Millennium Cabaret at

  390 South River Road in Bedford, New Hampshire.

        57.    Oasis On Essington LTD (“Oasis”) is a Pennsylvania limited

  partnership duly organized and authorized to do business in the Commonwealth of
                                          15
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2217 Filed 06/18/20 Page 16 of 169




  Pennsylvania. Oasis does business as Cheerleaders Gentlemen’s Club at 6800

  Essington Avenue in Philadelphia, Pennsylvania.

        58.    Vonch, LLC (“Vonch”) is an Illinois limited liability company duly

  organized and authorized to do business in the State of Illinois. Vonch does business

  as Polekatz Gentlemen’s Club at 7337 W. 100th Place in Bridgeview, Illinois.

        59.    Club Cabaret, Inc. (“Club Cabaret”) is an Illinois corporation duly

  organized and authorized to do business in the State of Illinois. Club Cabaret does

  business as Club Cabaret at 1047 North Main Street in Creve Coeur, Illinois.

        60.    King Bee, Inc. (“King Bee”) is a Texas corporation duly organized and

  authorized to do business in the State of Texas. King Bee does business as Red

  Parrot at 14401 Gateway West in El Paso, Texas.

        61.    Peoria Speakeasy, Inc. (“Peoria Speakeasy”) is an Illinois corporation

  duly organized and authorized to do business in the State of Illinois. Peoria

  Speakeasy does business as Big Al’s at 400 SW Jefferson in Peoria, Illinois.

        62.    Defendant United States Small Business Administration (the “SBA”) is

  an independent federal agency created and authorized pursuant to 15 U.S.C. § 633,

  et seq. The SBA maintains a branch office at 477 Michigan Avenue, Suite 1819,

  McNamara Building, Detroit, Michigan, which is within the Eastern District of

  Michigan.


                                           16
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2218 Filed 06/18/20 Page 17 of 169




        63.     Defendant Jovita Carranza (“Carranza,” or the “Administrator”) is the

  Administrator of the SBA, a Cabinet-level position, and is sued in her official

  capacity only, as the Administrator of the SBA.

        64.     Authority to sue the Administrator is granted by 15 U.S.C. § 634(b),

  which states, in part:

        In the performance of, and with respect to, the functions, powers, and
        duties vested in him by this chapter the Administrator may—

        (1) sue and be sued in any court of record of a State having general
        jurisdiction, or in any United States district court, and jurisdiction is
        conferred upon such district court to determine such controversies
        without regard to the amount in controversy . . . .

        65.     Steven Mnuchin (the “Secretary”) is the Secretary of the Treasury

  Department (the “Treasury”) of the United States of America, and is sued in his

  official capacity only as the Secretary of the Treasury Department.

        66.     Defendant currently does not seek monetary relief, and seeks only to

  restrain the actions of the Administrator and the Secretary in each of their official

  capacities.

        67.     The United States of America is a sovereign nation dedicated to the

  protection of life, liberty, and property, as set forth in the Bill of Rights and other

  provisions and amendments to the Constitution of the United States of America.


                                            17
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2219 Filed 06/18/20 Page 18 of 169




                      RELEVANT STATUTORY PROVISIONS
                      AND ADMINISTRATIVE REGULATIONS

        68.    The CARES Act was signed into law by the President of the United

  States on March 28, 2020, and is currently in effect.

        69.    A true and accurate copy of the Paycheck Protection Program (the

  “PPP”) provisions of the CARES Act is attached hereto as Exhibit A and hereby

  incorporated by reference as though fully set forth herein.

        70.    The PPP provisions of the CARES Act instruct the SBA to promulgate

  rules as follows:

        SEC. 1114. EMERGENCY RULEMAKING AUTHORITY.

        Not later than 15 days after the date of the enactment of this Act, the
        Administrator shall issue regulations to carry out this title and the
        amendments made by this title without regard to the notice
        requirements under section 553(b) of title 5, Unites States Code.

        71.    The CARES Act specifically tasks the SBA with administering the

  PPP. The PPP further provides at 15 U.S.C. § 636(a)(36)(F)(ii):

        Delegated authority

        (I) In general

        For purposes of making covered loans for the purposes described in
        clause (i), a lender approved to make loans under this subsection shall
        be deemed to have been delegated authority by the Administrator to
        make and approve covered loans, subject to the provisions of this
        paragraph.
                                           18
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2220 Filed 06/18/20 Page 19 of 169




        (II) Considerations

        In evaluating the eligibility of a borrower for a covered loan with the
        terms described in this paragraph, a lender shall consider whether the
        borrower—

              (aa) was in operation on February 15, 2020; and

              (bb)(AA) had employees for whom the borrower paid salaries
              and payroll taxes; or

              (BB) paid independent contractors, as reported on a Form 1099-
              MISC.

        (iii) Additional lenders

        The authority to make loans under this paragraph shall be extended to
        additional lenders determined by the Administrator and the Secretary
        of the Treasury to have the necessary qualifications to process, close,
        disburse and service loans made with the guarantee of the
        Administration.

        72.   Pursuant to the PPP, the SBA did, in fact, promulgate regulations on

  April 1, 2020. A true and accurate copy of Business Loan Program Temporary

  Changes; Paycheck Protection Program, RIN 3245-AH34 (Interim Final Rule Apr.

  1, 2020) (the “ SBA 3245-AH34”), as promulgated by the SBA, is attached hereto

  as Exhibit B and hereby incorporated by reference as though fully set forth herein.

        73.    SBA 3245-AH34 provides, in part:

        Businesses that are not eligible for PPP loans are identified in 13 CFR 120.110
        and described further in SBA’s Standard Operating Procedure (SOP) 50 10,
        Subpart B, Chapter 2, except that nonprofit organizations authorized under the
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        Act are eligible. (SOP 50 10 can be found at https://www.sba.gov/document
        /sop-50-10-5-lender-development-company-loan-programs.)

        74.    SBA 3245-AH34 further provides that PPP loans with be provided on

  a first-come, first-served basis until funds are exhausted. [See Ex. B, p.13]. The

  PPP has a total monetary limit of $349,000,000,000.00 ($349 Billion).

        75.    A true and accurate copy of Business Loan Program, 60 Fed. Reg.

  64356 et seq. (proposed Dec. 15, 1995; to be codified at 13 C.F.R. § 120.110), as

  promulgated by the SBA, is attached hereto as Exhibit C and hereby incorporated

  by reference as though fully set forth herein.

        76.    A true and accurate copy of SBA Business Loan Ineligible Businesses

  Rule, 13 C.F.R § 120.110 (2020), as actually enacted, is attached hereto as Exhibit

  D and hereby incorporated by reference as though fully set forth herein.

        77.    13 C.F.R § 120.110 provides, in part:

        The following types of Businesses are ineligible:

                                     *      *      *
        (p) Businesses which:

               (1) Present live performances of a prurient sexual nature; or

               (2) Derive directly or indirectly more than de minimis gross
               revenue through the sale of products or services, or the
               presentation of any depiction or display, of a prurient sexual
               nature;

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  These provisions are hereinafter referred to simply as the “Regulations.”

        78.    A true and accurate copy of SBA Standard Operating Procedure 50 10

  5(K) – Lender and Development Company Loan Programs (Apr. 1, 2019), is

  attached hereto as Exhibit E and hereby incorporated by reference as though fully

  set forth herein.

        79.    The SBA Standard Operating Procedure 50 10 5(K) – Lender and

  Development Company Loan Programs (Apr. 1, 2019) provides, in part, at Ch.2

  (III)(A):

        15. Businesses Providing Prurient Sexual Material (13 CFR § 120.110
        (p))
              a. A business is not eligible for SBA assistance if:

                      i. It presents live or recorded performances of a prurient
                      sexual nature; or

                      ii. It derives more than 5% of its gross revenue, directly or
                      indirectly, through the sale of products, services or the
                      presentation of any depictions or displays of a prurient
                      sexual nature.

               b. SBA has determined that financing lawful activities of a
               prurient sexual nature is not in the public interest. The Lender
               must consider whether the nature and extent of the sexual
               component causes the business activity to be prurient.

               c. If a Lender finds that the Applicant may have a business aspect
               of a prurient sexual nature, prior to submitting an application to
               the LGPC (non-delegated) or requesting a loan number
               (delegated), the Lender must document and submit the analysis
               and supporting documentation to the Associate General Counsel
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               for Litigation at PSMReview@sba.gov for a final Agency
               decision on eligibility. Upon approval by SBA, the Lender may
               submit the application to the LGPC or may proceed to process
               the loan under its delegated authority. A non-delegated Lender
               must submit a copy of SBA’s approval with the application to
               the LGPC. A delegated Lender must retain its analysis,
               supporting documentation, and evidence of SBA’s approval in
               its loan file and must submit the analysis and supporting
               documentation to SBA with any request for guaranty purchase.
               SBA also may review such documentation when conducting
               Lender oversight activities.

  These provisions are hereinafter referred to as the “SOP.”

        80.    Defendant SBA is responsible for formulating, issuing, and enforcing

  the Regulations and the SOP.

        81.    A true and accurate exemplar copy of the SBA Paycheck Protection

  Program Borrower Application Form 2483 (Apr. 2020) is attached hereto as Exhibit

  F, and hereby incorporated by reference as though fully set forth herein.

        82.    A true and accurate copy of a lender Paycheck Protection Program

  Supplemental Information Form (current as of Apr. 5, 2020) is attached hereto as

  Exhibit G and hereby incorporated by reference as though fully set forth herein.

        83.    The First Amendment to the Unites States Constitution reads:

        Congress shall make no law respecting an establishment of religion, or
        prohibiting the free exercise thereof; or abridging the freedom of
        speech, or of the press, or the right of the people peaceably to assemble,
        and to petition the Government for a redress of grievances.

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        84.    The Fifth Amendment to the United States Constitution reads:

        No person shall be held to answer for a capital, or otherwise infamous
        crime, unless on a presentment or indictment of a grand jury, except in
        cases arising in the land or naval forces, or in the militia, when in actual
        service in time of war or public danger; nor shall any person be subject
        for the same offense to be twice put in jeopardy of life or limb; nor shall
        be compelled in any criminal case to be a witness against himself, nor
        be deprived of life, liberty, or property, without due process of law; nor
        shall private property be taken for public use, without just
        compensation.

                             GENERAL ALLEGATIONS

  DV Diamond Club of Flint, LLC (“DV”)

        85.    DV is an alcohol-serving establishment open to the consenting adult

  public which is in the business of, has presented, and desires to continue to present

  in the future, male and female performance dance entertainment which is fully

  clothed and, at times for the female entertainers, topless. All of the entertainment

  provided by DV is non-obscene and appeals to healthy human interests and desires.

        86.    None of the live performances at DV are unlawful or obscene. Neither

  DV nor any of the entertainers who have performed on its premises have ever been

  charged, let alone convicted, of any crimes of obscenity.

        87.    DV presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to:




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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2225 Filed 06/18/20 Page 24 of 169




               a.       Class C Liquor License issued by the Michigan Liquor Control

        Commission, with permits for Sunday Sales, Additional Bar and Specially

        Designated Merchant.

               b.       A business license to present “Adult Entertainment” issued by

        the City of Flint, Michigan.

               c.       A business license with a “dance permit” issued by the City of

        Flint, Michigan.

        88.    DV is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order 2020-21) issued by the Governor of

  Michigan as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, DV has suffered significant business losses, but plans

  to reopen when legally permitted to do so.     DV has been closed for business since

  at least 12:01 AM on March 24, 2020, and remains closed as of the date this amended

  complaint is filed.

        89.    In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – DV applied for a PPP loan.




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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2226 Filed 06/18/20 Page 25 of 169




        90.    On or about April 6, 2020, DV submitted an application for a PPP loan

  through its lender in Lake Orion, State of Michigan; that being within the Eastern

  District of Michigan. Its lender is an approved SBA Lender. A true and accurate

  copy of DV’s PPP loan application to (the “DV’s Application”) is attached hereto as

  Exhibit H and is incorporated by reference as though fully set forth herein.

        91.    Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), DV’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by DV.

        92.    DV is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        93.    DV is informed that it has been assigned a loan number, which operates

  as a ‘placeholder’ for receiving the loan. That is, absent a lack of funding or other

  unforeseen circumstance, the loan will be approved by the SBA and the loan

  proceeds will be issued to DV.

        94.    DV intends to use the PPP loan funds in accordance with the PPP

  provision of the CARES Act, such that the loan will qualify for forgiveness under

  the CARES Act. DV will definitely use a substantial amount, and intends to use as


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  much of the loan proceeds as possible, for purposes that qualify for forgiveness,

  including payroll and rent, in order to maximize the forgivable amount of the loan.

        95.    However, upon information and belief, DV may not qualify for the

  forgiveness of its PPP loan due to the Regulations. That is, in order to qualify for

  forgiveness, DV will be required to prove it is fully eligible for the loan under the

  PPP provisions of the CARES Act, but will be unable to do so due to the SBA’s

  adoption of the exclusions of 13 C.F.R § 120.110(p) via SBA 3245-AH34.

        96.    If DV knew for certain that its PPP loan would not be forgiven without

  regard to how the loan proceeds were used and when, it would use the proceeds in

  accordance with its greatest business needs rather than to maximize the forgivable

  amount of the loan.

  Benelux Corporation (“Benelux”)

        97.    Benelux is a full service bar and restaurant, including alcohol service,

  open to the consenting adult public which is in the business of, has presented, and

  desires to continue to present in the future, female performance dance entertainment

  which is fully clothed and, at times topless. All of the entertainment provided by

  Benelux is non-obscene, appeals to healthy human interests and desires.




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        98.    None of the live performances at Benelux are unlawful or obscene.

  Neither Benelux nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        99.    Benelux presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to:

               a.    Public Assembly Operational permit issued by the Austin

        (Texas) Fire Department;

               b.    Permit to Operate a Food Enterprise issued by Austin (Texas)

        Public Health;

               c.    Mixed Beverage Permit, Beverage Cartage Permit, and Mixed

        Beverage Late Hours Permit issued by the Texas Alcoholic Beverage

        Commission; and

               d.    Texas Sales and Use Permit.

        100. Benelux is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order No. GA-14) issued by the Governor of

  Texas any by the directive of the Mayor of the City of Austin, as a result of the

  COVID-19 pandemic. As a direct and proximate result of such state-and-city-

  ordered closure, Benelux has suffered significant business losses, but plans to reopen

                                           27
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2229 Filed 06/18/20 Page 28 of 169




  when legally permitted to do so. Benelux has been closed for business since at least

  12:01 AM on March 17, 2020, and remains closed as of the date this amended

  complaint is filed.

        101. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Benelux applied for a PPP loan.

        102. Benelux has submitted an application for a PPP loan through its lender

  in Austin, Texas. Its lender is an approved SBA Lender.

        103. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Benelux’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Benelux.

        104. Benelux is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        105. However, Benelux reasonably believes that its Application will be

  rejected or fatally delayed due to the SOP and/or the Regulations. Benelux has

  learned that numerous other similar businesses, which presented non-obscene female

  performance dance entertainment of an “exotic,” “topless” and/or fully nude variety


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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2230 Filed 06/18/20 Page 29 of 169




  have had their applications for PPP loans rejected by their SBA lending banks, or

  derailed, on their bank’s belief that the business is disqualified by the Regulations

  and/or the SOP. Specifically, Benelux has learned that other similar establishments

  have had their applications for PPP loans rejected on the belief that the clubs present

  “live performances of a prurient sexual nature” within the meaning of 13 C.F.R. §

  120.110(p). Benelux reasonably fears its Application will suffer the same fate as the

  applications of these other businesses which have had their applications denied.

        106. Benelux also fears that the Regulations and the SOP will cause its

  Application to be delayed until all PPP loan funds are exhausted; therefore

  potentially rendering any later request for judicial relief to be moot. The funds

  allocated for PPP loans are to be extended on a first-come, first-served, basis until

  all funds are exhausted, and no further funds are currently available. The SOP

  provides that if the “Lender finds that the Applicant may have a business aspect of

  a prurient sexual nature” the lender is to email the SBA for a “final Agency decision

  on eligibility.” Given the pressures and workload placed on the SBA by the CARES

  Act and the COVID-19 pandemic, Benelux reasonably fears either that no agency

  decision will be forthcoming while PPP funds remain, or that the SBA will decide

  that Benelux is not eligible with no time for it to obtain relief while PPP funds

  remain.


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        107. In the event that Benelux is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Benelux to engage in protected

  First Amendment activity; and the inability of Benelux’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  BDS Restaurant, Inc. (“BDS”)

        108. BDS is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by BDS is non-

  obscene and appeals to healthy human interests and desires.

        109. None of the live performances at BDS are unlawful or obscene. Neither

  BDS nor any of the entertainers who have performed on its premises have ever been

  charged, let alone convicted, of any crimes of obscenity.

        110. BDS presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to:

               a.    Permits to sell alcohol from the Texas Alcoholic Beverage

        Commission; and


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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2232 Filed 06/18/20 Page 31 of 169




               b.       Sexually Oriented Business Permit from the City of Dallas.

        111. BDS is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order No. GA-14) issued by the Governor of

  Texas as a result of the COVID-19 pandemic. As a direct and proximate result of

  such state-ordered closure, BDS has suffered significant business losses, but plans

  to reopen when legally permitted to do so. BDS has been closed for business since

  at least 12:01 AM on April 2, 2020, and remains closed as of the date this amended

  complaint is filed.

        112. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – BDS applied for a PPP loan.

        113. BDS has submitted an application for a PPP loan through its lender in

  Tyler, Texas. Its lender is an approved SBA Lender.

        114. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), BDS’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by BDS.




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        115. BDS is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        116. However, BDS reasonably believes that its Application will be rejected

  or fatally delayed due to the SOP and/or the Regulations. BDS has learned that

  numerous other similar businesses, which presented non-obscene female

  performance dance entertainment of an “exotic,” “topless” and/or fully nude variety

  have had their applications for PPP loans rejected by their SBA lending banks, or

  derailed, on their bank’s belief that the business is disqualified by the Regulations

  and/or the SOP. Specifically, BDS has learned that other similar establishments

  have had their applications for PPP loans rejected on the belief that the clubs present

  “live performances of a prurient sexual nature” within the meaning of 13 C.F.R. §

  120.110(p). BDS reasonably fears its Application will suffer the same fate as the

  applications of these other businesses which have had their applications denied.

        117. BDS also fears that the Regulations and the SOP will cause its

  Application to be delayed until all PPP loan funds are exhausted; therefore

  potentially rendering any later request for judicial relief to be moot. The funds

  allocated for PPP loans are to be extended on a first-come, first-served, basis until

  all funds are exhausted, and no further funds are currently available. The SOP

                                            32
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2234 Filed 06/18/20 Page 33 of 169




  provides that if the “Lender finds that the Applicant may have a business aspect of

  a prurient sexual nature” the lender is to email the SBA for a “final Agency decision

  on eligibility.” Given the pressures and workload placed on the SBA by the CARES

  Act and the COVID-19 pandemic, BDS reasonably fears either that no agency

  decision will be forthcoming while PPP funds remain, or that the SBA will decide

  that BDS is not eligible with no time for it to obtain relief while PPP funds remain.

        118. In the event that BDS is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of BDS to engage in protected First

  Amendment activity; and the inability of BDS’s staff, entertainers, and customers to

  continue engaging in or viewing protected First Amendment activity.

  DB Entertainment, Inc. (“DB”)

        119. DB is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by DB is non-

  obscene and appeals to healthy human interests and desires.




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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2235 Filed 06/18/20 Page 34 of 169




           120. None of the live performances at DB are unlawful or obscene. Neither

  DB nor any of the entertainers who have performed on its premises have ever been

  charged, let alone convicted, of any crimes of obscenity.

           121. DB presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to:

                 a.     Permits to sell alcohol from the Texas Alcoholic Beverage

           Commission; and

                 b.     A specialized certificate of occupancy for a ‘Sexually Oriented

           Business.’

           122. DB is currently shuttered as a result of the emergency “shelter-in-place”

  executive order (Executive Order No. GA-14) issued by the Governor of Texas as a

  result of the COVID-19 pandemic. As a direct and proximate result of such state-

  ordered closure, DB has suffered significant business losses, but plans to reopen

  when legally permitted to do so. DB has been closed for business since at least 12:01

  AM on April 2, 2020, and remains closed as of the date this amended complaint is

  filed.




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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2236 Filed 06/18/20 Page 35 of 169




        123. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – DB applied for a PPP loan.

        124. DB submitted an application for a PPP loan through its lender in Tyler,

  Texas. Its lender is an approved SBA Lender.

        125. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), DB’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by DB.

        126. DB is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        127. On April 5, 2020, DB was informed that its loan application was denied.

  The reason for the denial, as stated by Senior Vice President of DB’s lender, is “I

  was just informed by my Regional President who was told by senior management

  that SOB’s are not eligible for this program.”

        128. A true and accurate copy of the correspondence DB’s representative

  received from its lender, with redactions to keep the identity of the lender out of the

  public record, is attached hereto as Exhibit I.


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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2237 Filed 06/18/20 Page 36 of 169




        129. The term “SOB,” as used in Exhibit I, and reference above, is an

  acronym for a Sexually Oriented Businesses, a designation in local municipal

  ordinances give to establishments such as DB, which present female performance

  dance entertainment and which are colloquially known as gentlemen’s clubs.

        130. In the event that DB is unable to obtain a PPP loan it may lack the staff

  and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of DB to engage in protected First

  Amendment activity; and the inability of DB’s staff, entertainers, and customers to

  continue engaging in or viewing protected First Amendment activity.

  Millennium Restaurants Group, Inc. (“Millennium”)

        131. Millennium is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by Millennium

  is non-obscene and appeals to healthy human interests and desires.

        132. None of the live performances at Millennium are unlawful or obscene.

  Neither Millennium nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.


                                           36
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2238 Filed 06/18/20 Page 37 of 169




        133. Millennium presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals, including but not limited to:

              a.     Permits to sell alcohol from the Texas Alcoholic Beverage

                     Commission; and

              b.     A Sexually Oriented Business Permit from the City of Dallas.

        134. Millennium is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Executive Order No. GA-14) issued by the Governor of

  Texas as a result of the COVID-19 pandemic. As a direct and proximate result of

  such state-ordered closure, Millennium has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Millennium has been closed for

  business since at least 12:01 AM on April 2, 2020, and remains closed as of the date

  this amended complaint is filed.

        135. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Millennium applied for a PPP loan.

        136. Millennium submitted an application for a PPP loan through its lender

  in Tyler, Texas. Its lender is an approved SBA Lender.




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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2239 Filed 06/18/20 Page 38 of 169




           137. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Millennium’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Millennium.

           138. Millennium is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

           139. On April 5, 2020, Millennium was informed that its loan application

  was denied. The reason for the denial, as stated by Senior Vice President of

  Millennium’s lender, is “I was just informed by my Regional President who was told

  by senior management that SOB’s are not eligible for this program.”

           140. A true and accurate copy of the correspondence Millennium’s

  representative received from its lender, with redactions to keep the identity of the

  lender out of the public record, is attached hereto as Exhibit I.

           141. The term “SOB,” as used in Exhibit I, and reference above, is an

  acronym for a Sexually Oriented Businesses, a designation in local municipal

  ordinances give to establishments such as Millennium, which present female

  performance dance entertainment and which are colloquially known as gentlemen’s

  clubs.


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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2240 Filed 06/18/20 Page 39 of 169




        142. In the event that Millennium is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Millennium to engage in

  protected First Amendment activity; and the inability of Millennium’s staff,

  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.

  T and N Incorporated (“T&N”)

        143. T&N is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by T&N is

  non-obscene and appeals to healthy human interests and desires.

        144. None of the live performances at T&N are unlawful or obscene.

  Neither T&N nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        145. T&N presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to:




                                           39
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2241 Filed 06/18/20 Page 40 of 169




               a.       Permits to sell alcohol from the Texas Alcoholic Beverage

        Commission; and

               b.       A Sexually Oriented Business Permit from the City of Arlington.

        146. T&N is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order No. GA-14) issued by the Governor of

  Texas as a result of the COVID-19 pandemic. As a direct and proximate result of

  such state-ordered closure, T&N has suffered significant business losses, but plans

  to reopen when legally permitted to do so. T&N has been closed for business since

  at least 12:01 AM on April 2, 2020, and remains closed as of the date this amended

  complaint is filed.

        147. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – T&N applied for a PPP loan.

        148. T&N submitted an application for a PPP loan through its lender in

  Tyler, Texas. Its lender is an approved SBA Lender.

        149. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), T&N’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by T&N.


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        150. T&N is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        151. On April 5, 2020, T&N was informed that its loan application was

  denied. The reason for the denial, as stated by Senior Vice President of T&N’s

  lender, is “I was just informed by my Regional President who was told by senior

  management that SOB’s are not eligible for this program.”

        152. A true and accurate copy of the correspondence T&N’s representative

  received from its lender, with redactions to keep the identity of the lender out of the

  public record, is attached hereto as Exhibit I.

        153. The term “SOB,” as used in Exhibit I, and reference above, is an

  acronym for a Sexually Oriented Businesses, a designation in local municipal

  ordinances give to establishments such as T&N, which present female performance

  dance entertainment and which are colloquially known as gentlemen’s clubs.

        154. In the event that T&N is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of T&N to engage in protected First

  Amendment activity; and the inability of T&N’s staff, entertainers, and customers

  to continue engaging in or viewing protected First Amendment activity.
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  Burch Management Company, Inc. (“Burch”)

         155. Burch is a business services company that provides a range of services

  to businesses including, inter alia: accounting, payroll, advertising services,

  consulting, and bulk goods purchasing.

         156. Burch provides services to a number of establishments that provide

  female performance dance entertainment, including BDS, DB, Millennium, and

  T&N.

         157. None of the live performances at the businesses serviced by Burch are

  unlawful or obscene.

         158. A number of the companies serviced by Burch are shuttered as a result

  of the emergency “shelter-in-place” executive order (Executive Order No. GA-14)

  issued by the Governor of Texas as a result of the COVID-19 pandemic. As a direct

  and proximate result of such state-ordered closure, Burch has suffered significant

  business losses, but plans to return to full operations when its clients are able to do

  so.

         159. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Burch applied for a PPP loan.


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        160. Burch submitted an application for a PPP loan through its lender in

  Tyler, Texas. Its lender is an approved SBA Lender.

        161. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Burch lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Burch.

        162. Burch is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        163. On April 5, 2020, Burch was informed that its loan application was

  denied. The reason for the denial, as stated by Senior Vice President of Burch’s

  lender, is “I was just informed by my Regional President who was told by senior

  management that SOB’s are not eligible for this program.”

        164. A true and accurate copy of the correspondence Burch’s representative

  received from its lender, with redactions to keep the identity of the lender out of the

  public record, is attached hereto as Exhibit I.

        165. The term “SOB,” as used in Exhibit I, and reference above, is an

  acronym for a Sexually Oriented Businesses, a designation in local municipal

  ordinances give to establishments such as Burch’s clients, which present female


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  performance dance entertainment and which are colloquially known as gentlemen’s

  clubs.

           166. In the event that Burch is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business, all for being regarded as or for receiving income

  from businesses that engage in First Amendment activity.

  JCB of Gainesville, Inc. (“JCB”)

           167. JCB is a full service restaurant open to the consenting adult public

  which is in the business of, has presented, and desires to continue to present in the

  future, female performance dance entertainment which is fully clothed and, at times

  fully nude. All of the entertainment provided by JCB is non-obscene and appeals to

  healthy human interests and desires.

           168. None of the live performances at JCB are unlawful or obscene. Neither

  JCB nor any of the entertainers who have performed on its premises have ever been

  charged, let alone convicted, of any crimes of obscenity.

           169. JCB is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order 20-91) issued by the Governor of Florida

  as a result of the COVID-19 pandemic. As a direct and proximate result of such


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  state-ordered closure, JCB has suffered significant business losses, but plans to

  reopen when legally permitted to do so. JCB has been closed for business since at

  least 12:01 AM on April 3, 2020, and remains closed as of the date this amended

  complaint is filed.

        170. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – JCB applied for a PPP loan.

        171. On or about April 6, 2020, JCB submitted an application for a PPP loan

  through its lender in Gainesville, Florida. Its lender is an approved SBA Lender.

        172. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), JCB’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by JCB.

        173. JCB is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        174. On April 14, 2020, JCB was informed that its loan application was

  denied. The reason for the denial, as stated by a representative for JCB’s lender by




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  text message, was that “based on business type and the income type it does not

  qualify for the PPP loan.”

        175. JCB understands and interprets the reason given for the denial of its

  PPP loan to be that its business is excluded by 13 C.F.R § 120.110(p), which is made

  applicable to the PPP provisions of the CARES Act via SBA 3245-AH34.

        176. In the event that JCB is unable to obtain a PPP loan it may lack the staff

  and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of JCB to engage in protected First

  Amendment activity; and the inability of JCB staff, entertainers, and customers to

  continue engaging in or viewing protected First Amendment activity.

  MAG Enterprises, Inc. (“MAG Enterprises”)

        177. MAG Enterprises is an alcohol-serving commercial establishment open

  to the consenting adult public which is in the business of, has presented, and desires

  to continue to present in the future, female performance dance entertainment which

  is fully clothed and, at times topless. All of the entertainment provided by MAG

  Enterprises is non-obscene and appeals to healthy human interests and desires.

        178. None of the live performances at MAG Enterprises are unlawful or

  obscene. Neither MAG Enterprises nor any of the entertainers who have performed


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  on its premises have ever been charged, let alone convicted, of any crimes of

  obscenity.

        179. MAG Enterprises presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals, including but not limited to:

               a.    Liquor License from the Pennsylvania Liquor Control Board

        with permits for Amusement, Extended Hours Food, and Sunday Sales; and

               b.    Amusement License from the City of Philadelphia

        180. MAG Enterprises is currently shuttered as a result of the emergency

  “shelter-in-place” executive order (Order of the Governor of the Commonwealth of

  Pennsylvania for Individuals to Stay at Home) issued by the Governor of

  Pennsylvania as a result of the COVID-19 pandemic. As a direct and proximate

  result of such state-ordered closure, MAG Enterprises has suffered significant

  business losses, but plans to reopen when legally permitted to do so. MAG

  Enterprises has been closed for business since at least 8:00 PM on April 1, 2020, and

  remains closed as of the date this amended complaint is filed.

        181. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – MAG Enterprises applied for a PPP loan.


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        182. On or about MAG Enterprises, MAG Enterprises submitted an

  application for a PPP loan through its lender in Philadelphia, Pennsylvania. Its

  lender is an approved SBA Lender.

        183. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), MAG Enterprises’s lender

  is and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by MAG Enterprises.

        184. MAG Enterprises is fully qualified -- but for the Regulations and the

  SOP or the SBA’s application thereof -- to receive a PPP loan under all relevant

  statutes, regulations, and procedures.

        185. MAG Enterprises has been informed that its loan application was

  denied. The lender’s stated reason for the denial is that MAG Enterprises is a

  gentlemen’s club. MAG Enterprises understands and interprets the reason given for

  the denial of its PPP loan to be that its business is excluded by 13 C.F.R § 120.110(p),

  which is made applicable to the PPP provisions of the CARES Act via SBA 3245-

  AH34.

        186.    In the event that MAG Enterprises is unable to obtain a PPP loan it

  may lack the staff and/or funds to reopen following the COVID-19 pandemic,

  resulting in the permanent ruination of its business; the inability of MAG Enterprises

  to engage in protected First Amendment activity; and the inability ofof MAG
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  Enterprises’ staff, entertainers, and customers to continue engaging in or viewing

  protected First Amendment activity.

  2740 Corporation

        187. 2740 Corporation is a commercial establishment open to the consenting

  adult public which is in the business of, has presented, and desires to continue to

  present in the future, female performance dance entertainment which is fully clothed

  and, at times topless. All of the entertainment provided by 2740 Corporation is non-

  obscene and appeals to healthy human interests and desires.

        188. None of the live performances at 2740 Corporation are unlawful or

  obscene. Neither 2740 Corporation nor any of the entertainers who have performed

  on its premises have ever been charged, let alone convicted, of any crimes of

  obscenity.

        189. 2740 Corporation presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals, including but not limited to:

               a.    Business Privilege License from the City of Philadelphia; and

               b.    Certificate of Use and Occupancy from the City of Philadelphia.

        190. 2740 Corporation is currently shuttered as a result of the emergency

  “shelter-in-place” executive order (Order of the Governor of the Commonwealth of

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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2251 Filed 06/18/20 Page 50 of 169




  Pennsylvania for Individuals to Stay at Home) issued by the Governor of

  Pennsylvania as a result of the COVID-19 pandemic. As a direct and proximate

  result of such state-ordered closure, 2740 Corporation has suffered significant

  business losses, but plans to reopen when legally permitted to do so. 2740

  Corporation has been closed for business since at least 8:00 PM on April 1, 2020,

  and remains closed as of the date this amended complaint is filed.

        191. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – 2740 Corporation applied for a PPP loan.

        192. 2740 Corporation submitted an application for a PPP loan through its

  lender in Philadelphia Pennsylvania. Its lender is an approved SBA Lender.

        193. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), 2740 Corporation lender

  is and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by 2740 Corporation.

        194. 2740 Corporation is fully qualified -- but for the Regulations and the

  SOP or the SBA’s application thereof -- to receive a PPP loan under all relevant

  statutes, regulations, and procedures.




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        195. 2740 Corporation has been informed that its loan application was

  denied. The reason given for the denial is that 2740 Corporation operates a

  gentlemen’s club. 2740 Corporation understands and interprets the reason given for

  the denial of its PPP loan to be that its business is excluded by 13 C.F.R § 120.110(p),

  which is made applicable to the PPP provisions of the CARES Act via SBA 3245-

  AH34.

        196. In the event that 2740 Corporation is unable to obtain a PPP loan it may

  lack the staff and/or funds to reopen following the COVID-19 pandemic, resulting

  in the permanent ruination of its business; the inability of 2740 Corporation to

  engage in protected First Amendment activity; and the inability of 2740

  Corporation’s staff, entertainers, and customers to continue engaging in or viewing

  protected First Amendment activity.

  MAG Pitt LP (“MAG Pitt”)

        197. MAG Pitt is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by MAG Pitt

  is non-obscene and appeals to healthy human interests and desires.



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        198. None of the live performances at MAG Pitt are unlawful or obscene.

  Neither MAG Pitt nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        199. MAG Pitt presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Liquor

  License issues by the Pennsylvania Liquor Control Board with Amusement Permit,

  Extended Hours Food Permit, and Sunday Sales Permit.

        200. MAG Pitt is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Order of the Governor of the Commonwealth of

  Pennsylvania for Individuals to Stay at Home) issued by the Governor of

  Pennsylvania as a result of the COVID-19 pandemic. As a direct and proximate

  result of such state-ordered closure, MAG Pitt has suffered significant business

  losses, but plans to reopen when legally permitted to do so. MAG Pitt has been

  closed for business since at least 8:00 PM on April 1, 2020, and remains closed as

  of the date this amended complaint is filed.

        201. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – MAG Pitt applied for a PPP loan.



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        202. On or about MAG Pitt has submitted an application for a PPP loan

  through its lender in Pittsburgh, Pennsylvania. Its lender is an approved SBA

  Lender.

        203. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), MAG Pitt’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by MAG Pitt.

        204. MAG Pitt is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        205. However, MAG Pitt reasonably believes that its Application will be

  rejected or fatally delayed due to the SOP and/or the Regulations. MAG Pitt has

  learned that numerous other similar businesses, which presented non-obscene female

  performance dance entertainment of an “exotic,” “topless” and/or fully nude variety

  have had their applications for PPP loans rejected by their SBA lending banks, or

  derailed, on their bank’s belief that the business is disqualified by the Regulations

  and/or the SOP. Specifically, MAG Pitt has learned that other similar establishments

  have had their applications for PPP loans rejected on the belief that the clubs present

  “live performances of a prurient sexual nature” within the meaning of 13 C.F.R. §



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  120.110(p). MAG Pitt reasonably fears its Application will suffer the same fate as

  the applications of these other businesses which have had their applications denied.

        206. MAG Pitt also fears that the Regulations and the SOP will cause its

  Application to be delayed until all PPP loan funds are exhausted; therefore

  potentially rendering any later request for judicial relief to be moot. The funds

  allocated for PPP loans are to be extended on a first-come, first-served, basis until

  all funds are exhausted, and no further funds are currently available. The SOP

  provides that if the “Lender finds that the Applicant may have a business aspect of

  a prurient sexual nature” the lender is to email the SBA for a “final Agency decision

  on eligibility.” Given the pressures and workload placed on the SBA by the CARES

  Act and the COVID-19 pandemic, MAG Pitt reasonably fears either that no agency

  decision will be forthcoming while PPP funds remain, or that the SBA will decide

  that MAG Pitt is not eligible with no time for it to obtain relief while PPP funds

  remain.

        207. In the event that MAG Pitt is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of MAG Pitt to engage in protected

  First Amendment activity; and the inability of MAG Pitt’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

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  Filosadelfia, LLC (“Filosadelfia”)

        208. Filosadelfia is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by Filosadelfia

  is non-obscene and appeals to healthy human interests and desires.

        209. None of the live performances at Filosadelfia are unlawful or obscene.

  Neither Filosadelfia nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        210. Filosadelfia presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals, including but not limited to:

               a.    Liquor License issued by the Pennsylvania Liquor Control Board

        with associated Amusement Permit and Sunday Sales Permit;

               b.    Amusement Permit issued by the City of Philadelphia.

        211. Filosadelfia is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Order of the Governor of the Commonwealth of

  Pennsylvania for Individuals to Stay at Home) issued by the Governor of

  Pennsylvania as a result of the COVID-19 pandemic. As a direct and proximate

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  result of such state-ordered closure, Filosadelfia has suffered significant business

  losses, but plans to reopen when legally permitted to do so. Filosadelfia has been

  closed for business since at least 8:00 PM on April 1, 2020, and remains closed as

  of the date this amended complaint is filed.

        212. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Filosadelfia applied for a PPP loan.

        213. Filosadelfia has attempted to submit an application for a PPP loan

  through its lender in Sewell, New Jersey. Its lender is an approved SBA Lender.

        214. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Filosadelfia lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Filosadelfia.

        215. Filosadelfia is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        216. Filosadelfia’s lender refused to take an application from it for a PPP

  loan. The reason for the refusal is that Filosadelfia operates a gentlemen’s club.

  Filosadelfia understands and interprets the reason given for the refusal to be that its


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  business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the PPP

  provisions of the CARES Act via SBA 3245-AH34.

        217. In the event that Filosadelfia is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Filosadelfia to engage in

  protected First Amendment activity; and the inability of Filosadelfia staff,

  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.

  Polmour, Inc. (“Polmour”)

        218. Polmour is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by Polmour is

  non-obscene and appeals to healthy human interests and desires.

        219. None of the live performances at Polmour are unlawful or obscene.

  Neither Polmour nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.




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        220. Polmour presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to:

              a.     Liquor Licenses issues by the Texas Alcoholic Beverage

        Commission; and

              b.     Permit to prepare and serve food.

        221. Polmour is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order No. GA-14) issued by the Governor of

  Texas as a result of the COVID-19 pandemic. As a direct and proximate result of

  such state-ordered closure, Polmour has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Polmour has been closed for

  business since at least 12:01 AM on April 2, 2020, and remains closed as of the date

  this amended complaint is filed.

        222. Polmour has submitted an application for a PPP loan through its lender

  in Austin, Texas. Its lender is an approved SBA Lender.

        223. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Polmour’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Polmour.




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        224. Polmour is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        225. Polmour was informed that its lender would not process the application

  for the reason that its business type was not eligible to receive PPP. Polmour

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        226. In the event that Polmour is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Polmour to engage in protected

  First Amendment activity; and the inability of Polmour’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Stone Park Entertainment, Inc. (“Stone Park”)

        227. Stone Park is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times in pasties and a g-string. All of the entertainment provided

  by Stone Park is non-obscene and appeals to healthy human interests and desires.
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        228. None of the live performances at Stone Park are unlawful or obscene.

  Neither Stone Park nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        229. Stone Park presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to:

               a.    Liquor License issued by the State of Illinois; and

               b.    Adult Entertainment licenses issued by Stone Park.

        230. Stone Park is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (COVID-19 Executive Order No. 8) issued by the

  Governor of Illinois as a result of the COVID-19 pandemic. As a direct and

  proximate result of such state-ordered closure, Stone Park has suffered significant

  business losses, but plans to reopen when legally permitted to do so. Stone Park has

  been closed for business since at least 5:00 p.m. on March 21, 2020, and remains

  closed as of the date this amended complaint is filed.

        231. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Stone Park applied for a PPP loan.




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        232. Stone Park has submitted an application for a PPP loan through its

  lender in Stone Park, Illinois. Its lender is an approved SBA Lender.

        233. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Stone Park’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Stone Park.

        234. Stone Park is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        235. However, Stone Park reasonably believes that its Application will be

  rejected or fatally delayed due to the SOP and/or the Regulations. Stone Park has

  learned that numerous other similar businesses, which presented non-obscene female

  performance dance entertainment of an “exotic,” “topless” and/or fully nude variety

  have had their applications for PPP loans rejected by their SBA lending banks, or

  derailed, on their bank’s belief that the business is disqualified by the Regulations

  and/or the SOP. Specifically, Stone Park has learned that other similar

  establishments have had their applications for PPP loans rejected on the belief that

  the clubs present “live performances of a prurient sexual nature” within the meaning

  of 13 C.F.R. § 120.110(p). Stone Park reasonably fears its Application will suffer



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  the same fate as the applications of these other businesses which have had their

  applications denied.

        236. Stone Park also fears that the Regulations and the SOP will cause its

  Application to be delayed until all PPP loan funds are exhausted; therefore

  potentially rendering any later request for judicial relief to be moot. The funds

  allocated for PPP loans are to be extended on a first-come, first-served, basis until

  all funds are exhausted, and no further funds are currently available. The SOP

  provides that if the “Lender finds that the Applicant may have a business aspect of

  a prurient sexual nature” the lender is to email the SBA for a “final Agency decision

  on eligibility.” Given the pressures and workload placed on the SBA by the CARES

  Act and the COVID-19 pandemic, Stone Park reasonably fears either that no agency

  decision will be forthcoming while PPP funds remain, or that the SBA will decide

  that Stone Park is not eligible with no time for it to obtain relief while PPP funds

  remain.

        237. In the event that Stone Park is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Stone Park to engage in protected

  First Amendment activity; and the inability of Stone Park’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

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  Seventy7, LLC (“Seventy7”)

        238. Seventy7 is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times nude. All of the entertainment provided by Seventy7 is

  non-obscene and appeals to healthy human interests and desires.

        239. None of the live performances at Seventy7are unlawful or obscene.

  Neither Seventy7 nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        240. Seventy7 presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to:

              a.     Liquor License issued by the State of Florida;

              b.     Seating Food Service License issued by the State of Florida;

              c.     Dancing or Entertainment Local Business Tax receipt; and

              d.     Cabarets or Nightclubs permit issued by the City of Miami.

        241. Seventy7 is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order 20-91) issued by the Governor of Florida

  as a result of the COVID-19 pandemic. As a direct and proximate result of such
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  state-ordered closure, Seventy7 has suffered significant business losses, but plans to

  reopen when legally permitted to do so. Seventy7 has been closed for business since

  at least 12:01 AM on April 3, 2020, and remains closed as of the date this amended

  complaint is filed.

        242. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Seventy7 applied for a PPP loan.

        243. Seventy7submitted an application for a PPP loan through its lender in

  Miami, Florida. Its lender is an approved SBA Lender.

        244. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Seventy7’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Seventy7.

        245. Seventy7 is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        246. However, Seventy7 reasonably believes that its Application will be

  rejected or fatally delayed due to the SOP and/or the Regulations. Seventy7 has

  learned that numerous other similar businesses, which presented non-obscene female


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  performance dance entertainment of an “exotic,” “topless” and/or fully nude variety

  have had their applications for PPP loans rejected by their SBA lending banks, or

  derailed, on their bank’s belief that the business is disqualified by the Regulations

  and/or the SOP. Specifically, Seventy7 has learned that other similar establishments

  have had their applications for PPP loans rejected on the belief that the clubs present

  “live performances of a prurient sexual nature” within the meaning of 13 C.F.R. §

  120.110(p). Seventy7 reasonably fears its Application will suffer the same fate as

  the applications of these other businesses which have had their applications denied.

        247. Seventy7 also fears that the Regulations and the SOP will cause its

  Application to be delayed until all PPP loan funds are exhausted; therefore

  potentially rendering any later request for judicial relief to be moot. The funds

  allocated for PPP loans are to be extended on a first-come, first-served, basis until

  all funds are exhausted, and no further funds are currently available. The SOP

  provides that if the “Lender finds that the Applicant may have a business aspect of

  a prurient sexual nature” the lender is to email the SBA for a “final Agency decision

  on eligibility.” Given the pressures and workload placed on the SBA by the CARES

  Act and the COVID-19 pandemic, Seventy7 reasonably fears either that no agency

  decision will be forthcoming while PPP funds remain, or that the SBA will decide




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  that Seventy7 is not eligible with no time for it to obtain relief while PPP funds

  remain.

        248. In the event that Seventy7 is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Seventy7 to engage in protected

  First Amendment activity; and the inability of Seventy7’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Brookhurst Venture, LLC (“Brookhurst”)

        249. Brookhurst is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by Brookhurst

  is non-obscene and appeals to healthy human interests and desires.

        250. None of the live performances at Brookhurst are unlawful or obscene.

  Neither Brookhurst nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        251. Brookhurst presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Alcohol

  License from the State of California

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        252. Brookhurst is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Brookhurst has suffered significant business losses,

  but plans to reopen when legally permitted to do so. Brookhurst has been closed for

  business since at least 12:01 AM on March 19, 2020, and remains closed as of the

  date this amended complaint is filed.

        253. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Brookhurst applied for a PPP loan.

        254. Brookhurst submitted an application for a PPP loan through its lender

  in Dallas, Texas. Its lender is an approved SBA Lender.

        255. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Brookhurst’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Brookhurst.

        256. Brookhurst is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        257. Brookhurst has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that Brookhurst is a gentlemen’s club.
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  Brookhurst understands and interprets the reason given for the denial of its PPP loan

  to be that its business is excluded by 13 C.F.R § 120.110(p), which is made

  applicable to the PPP provisions of the CARES Act via SBA 3245-AH34.

        258.     In the event that Brookhurst is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Brookhurst to engage in

  protected First Amendment activity; and the inability of Brookhurst’s staff,

  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.

  City of Industry Hospitality Venture, Inc. (“Industry Venture”)

        259. Industry Venture is a non-alcohol-serving, “juice bar,” commercial

  establishment open to the consenting adult public which is in the business of, has

  presented, and desires to continue to present in the future, female performance dance

  entertainment which is fully clothed and, at times fully nude. All of the entertainment

  provided by Venture Industry is non-obscene and appeals to healthy human interests

  and desires.

        260. None of the live performances at Industry Venture are unlawful or

  obscene. Neither Industry Venture nor any of the entertainers who have performed

  on its premises have ever been charged, let alone convicted, of any crimes of

  obscenity.
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        261. Industry Venture presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals, including but not limited to:

  Health Permit by the City of Industry.

        262. Industry Venture is currently shuttered as a result of the emergency

  “shelter-in-place” executive order (Executive Order N-33-30) issued by the

  Governor of California as a result of the COVID-19 pandemic. As a direct and

  proximate result of such state-ordered closure, Industry Venture has suffered

  significant business losses, but plans to reopen when legally permitted to do

  so. Industry Venture has been closed for business since at least 12:01 AM on March

  19, 2020, and remains closed as of the date this amended complaint is filed.

        263. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Industry Venture applied for a PPP loan.

        264. Industry Venture submitted an application for a PPP loan through its

  lender in Dallas, Texas. Its lender is an approved SBA Lender.

        265. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Industry Venture’s lender

  is and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by Industry Venture.




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        266. Industry Venture is fully qualified -- but for the Regulations and the

  SOP or the SBA’s application thereof -- to receive a PPP loan under all relevant

  statutes, regulations, and procedures.

        267. Industry Venture has been informed that its loan application was

  denied. The lender’s stated reason for the denial is that Industry Venture is a

  gentlemen’s club. Industry Venture understands and interprets the reason given for

  the denial of its PPP loan to be that its business is excluded by 13 C.F.R § 120.110(p),

  which is made applicable to the PPP provisions of the CARES Act via SBA 3245-

  AH34.

        268.    In the event that Industry Venture is unable to obtain a PPP loan it may

  lack the staff and/or funds to reopen following the COVID-19 pandemic, resulting

  in the permanent ruination of its business; the inability of Industry Venture to engage

  in protected First Amendment activity; and the inability of Industry Venture’s staff,

  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.

  Farmdale Hospitality Services, Inc. (“Farmdale”)

        269. Farmdale       is   a   non-alcohol-serving, “juice     bar,”   commercial

  establishment open to the consenting adult public which is in the business of, has

  presented, and desires to continue to present in the future, female performance dance

  entertainment which is fully clothed and, at times fully nude.             All of the
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  entertainment provided by Farmdale is non-obscene and appeals to healthy human

  interests and desires.

        270. None of the live performances at Farmdale are unlawful or obscene.

  Neither Farmdale nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        271. Farmdale presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to a Los

  Angeles Café Entertainment Permit.

        272. Farmdale is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Farmdale has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Farmdale has been closed for

  business since at least 12:01 AM on March 19, 2020, and remains closed as of the

  date this amended complaint is filed.

        273. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Farmdale applied for a PPP loan.

        274. Farmdale submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.
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        275. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Farmdale’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Farmdale.

        276. Farmdale is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        277. Farmdale has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that Farmdale is a gentlemen’s club. Farmdale

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        278.   In the event that Farmdale is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Farmdale to engage in protected

  First Amendment activity; and the inability of Farmdale’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Inland Restaurant Venture I, Inc. (“Inland”)

        279. Inland is a non-alcohol-serving, “juice bar,” commercial establishment

  open to the consenting adult public which is in the business of, has presented, and

  desires to continue to present in the future, female performance dance entertainment
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  which is fully clothed and, at times fully nude. All of the entertainment provided by

  Inland is non-obscene and appeals to healthy human interests and desires.

        280. None of the live performances at Inland are unlawful or obscene.

  Neither Inland nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        281. Inland presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to a Los

  Angeles Café Entertainment Permit.

        282. Inland is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Inland has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Inland has been closed for business

  since at least 12:01 AM on March 19, 2020, and remains closed as of the date this

  amended complaint is filed.

        283. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Inland applied for a PPP loan.

        284. Inland submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.
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        285. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Inland’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Inland.

        286. Inland is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        287. Inland has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that Inland is a gentlemen’s club. Inland

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        288.   In the event that Inland is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Inland to engage in protected

  First Amendment activity; and the inability of Inland’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Midnight Sun Enterprises, Inc. (“Midnight”)

        289. Midnight is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is
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  fully clothed and, at times topless. All of the entertainment provided by Midnight is

  non-obscene and appeals to healthy human interests and desires.

        290. None of the live performances at Midnight are unlawful or obscene.

  Neither Midnight nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        291. Midnight presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Alcohol

  License from the State of California and Adult Cabaret License from the City of

  Torrence.

        292. Midnight is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Midnight has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Midnight has been closed for

  business since at least 12:01 AM on March 19, 2020, and remains closed as of the

  date this amended complaint is filed.

        293. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Midnight applied for a PPP loan.


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        294. Midnight submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.

        295. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Midnight’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Midnight.

        296. Midnight is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        297. Midnight has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that Midnight is a gentlemen’s club. Midnight

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        298.   In the event that Midnight is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Midnight to engage in protected

  First Amendment activity; and the inability of Midnight’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.




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  Olympic Avenue Venture, Inc. (“Olympic”)

        299. Olympic       is   a   non-alcohol-serving,   “juice   bar,”   commercial

  establishment open to the consenting adult public which is in the business of, has

  presented, and desires to continue to present in the future, female performance dance

  entertainment which is fully clothed and, at times fully nude.             All of the

  entertainment provided by Olympic is non-obscene and appeals to healthy human

  interests and desires.

        300. None of the live performances at Olympic are unlawful or obscene.

  Neither Olympic nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        301. Olympic presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to a Los

  Angeles Café Entertainment Permit.

        302. Olympic is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Olympic has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Olympic has been closed for

  business since at least 12:01 AM on March 19, 2020, and remains closed as of the

  date this amended complaint is filed.
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        303. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Olympic applied for a PPP loan.

        304. Olympic submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.

        305. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Olympic’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Olympic.

        306. Olympic is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        307. Olympic has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that Olympic is a gentlemen’s club. Olympic

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        308.   In the event that Olympic is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Olympic to engage in protected


                                           78
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  First Amendment activity; and the inability of Olympic’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  The Oxnard Hospitality Services, Inc. (“Oxnard”)

        309. Oxnard        is   a   non-alcohol-serving,   “juice   bar,”   commercial

  establishment open to the consenting adult public which is in the business of, has

  presented, and desires to continue to present in the future, female performance dance

  entertainment which is fully clothed and, at times fully nude.            All of the

  entertainment provided by Oxnard is non-obscene and appeals to healthy human

  interests and desires.

        310. None of the live performances at Oxnard are unlawful or obscene.

  Neither Oxnard nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        311. Oxnard presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Adult

  Business License from the City of Oxnard.

        312. Oxnard is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Oxnard has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Oxnard has been closed for
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  business since at least 12:01 AM on March 19, 2020, and remains closed as of the

  date this amended complaint is filed.

        313. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Oxnard applied for a PPP loan.

        314. Oxnard submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.

        315. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Oxnard’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Oxnard.

        316. Oxnard is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        317. Oxnard has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that Oxnard is a gentlemen’s club. Oxnard

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        318.   In the event that Oxnard is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the
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  permanent ruination of its business; the inability of Oxnard to engage in protected

  First Amendment activity; and the inability of Oxnard’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Platinum SJ Enterprise (“SJ”)

          319. SJ is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times clothed with “pasties”. All of the entertainment provided

  by SJ is non-obscene and appeals to healthy human interests and desires.

          320. None of the live performances at SJ are unlawful or obscene. Neither

  SJ nor any of the entertainers who have performed on its premises have ever been

  charged, let alone convicted, of any crimes of obscenity.

          321. SJ presents lawful entertainment in conformity with its various licenses,

  permits, or government approvals, including but not limited to: Alcohol License

  from the State of California and Entertainment Business Permit from the City of San

  Jose.

          322. SJ is currently shuttered as a result of the emergency “shelter-in-place”

  executive order (Executive Order N-33-30) issued by the Governor of California as

  a result of the COVID-19 pandemic. As a direct and proximate result of such state-

  ordered closure, SJ has suffered significant business losses, but plans to reopen when
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  legally permitted to do so. SJ has been closed for business since at least 12:01 AM

  on March 19, 2020, and remains closed as of the date this amended complaint is

  filed.

           323. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – SJ applied for a PPP loan.

           324. SJ submitted an application for a PPP loan through its lender in Dallas,

  Texas. Its lender is an approved SBA Lender.

           325. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), SJ’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by SJ.

           326. SJ is fully qualified -- but for the Regulations and the SOP or the SBA’s

  application thereof -- to receive a PPP loan under all relevant statutes, regulations,

  and procedures.

           327. SJ has been informed that its loan application was denied. The lender’s

  stated reason for the denial is that SJ is a gentlemen’s club. SJ understands and

  interprets the reason given for the denial of its PPP loan to be that its business is

  excluded by 13 C.F.R § 120.110(p), which is made applicable to the PPP provisions

  of the CARES Act via SBA 3245-AH34.


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        328.    In the event that SJ is unable to obtain a PPP loan it may lack the staff

  and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of SJ to engage in protected First

  Amendment activity; and the inability of SJ’s staff, entertainers, and customers to

  continue engaging in or viewing protected First Amendment activity.

  Rouge Gentlemen’s Club, Inc. (“Rouge”)

        329. Rouge is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by Rouge is

  non-obscene and appeals to healthy human interests and desires.

        330. None of the live performances at Rouge are unlawful or obscene.

  Neither Rouge nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        331. Rouge presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Liquor

  License from the State of California and Café Entertainment Permit from the City of

  Los Angeles

        332. Rouge is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order N-33-30) issued by the Governor of
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  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Rouge has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Rouge has been closed for business

  since at least 12:01 AM on March 19, 2020, and remains closed as of the date this

  amended complaint is filed.

        333. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Rouge applied for a PPP loan.

        334. Rouge submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.

        335. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Rouge’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Rouge.

        336. Rouge is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        337. Rouge has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that Rouge is a gentlemen’s club. Rouge

  understands and interprets the reason given for the denial of its PPP loan to be that


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  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        338.   In the event that Rouge is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Rouge to engage in protected

  First Amendment activity; and the inability of Rouge’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Washington Management, LLC (“Washington Mgmt”)

        339. Washington Mgmt is an alcohol-serving commercial establishment

  open to the consenting adult public which is in the business of, has presented, and

  desires to continue to present in the future, female performance dance entertainment

  which is fully clothed and, at times topless. All of the entertainment provided by

  Washington Mgmt is non-obscene and appeals to healthy human interests and

  desires.

        340. None of the live performances at Washington Mgmt are unlawful or

  obscene. Neither Washington Mgmt nor any of the entertainers who have performed

  on its premises have ever been charged, let alone convicted, of any crimes of

  obscenity.




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        341. Washington Mgmt presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals, including but not limited to:

  Alcohol License from the State of California and Café Entertainment Permit.

        342. Washington Mgmt is currently shuttered as a result of the emergency

  “shelter-in-place” executive order (Executive Order N-33-30) issued by the

  Governor of California as a result of the COVID-19 pandemic. As a direct and

  proximate result of such state-ordered closure, Washington Mgmt has suffered

  significant business losses, but plans to reopen when legally permitted to do

  so. Washington Mgmt has been closed for business since at least 12:01 AM on

  March 19, 2020, and remains closed as of the date this amended complaint is filed.

        343. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Washington Mgmt applied for a PPP loan.

        344. Washington Mgmt submitted an application for a PPP loan through its

  lender in Dallas, Texas. Its lender is an approved SBA Lender.

        345. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Washington Mgmt’s

  lender is and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by Washington Mgmt.




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        346. Washington Mgmt is fully qualified -- but for the Regulations and the

  SOP or the SBA’s application thereof -- to receive a PPP loan under all relevant

  statutes, regulations, and procedures.

        347. Washington Mgmt has been informed that its loan application was

  denied. The lender’s stated reason for the denial is that Washington Mgmt is a

  gentlemen’s club. Washington Mgmt understands and interprets the reason given

  for the denial of its PPP loan to be that its business is excluded by 13 C.F.R §

  120.110(p), which is made applicable to the PPP provisions of the CARES Act via

  SBA 3245-AH34.

        348.   In the event that Washington Mgmt is unable to obtain a PPP loan it

  may lack the staff and/or funds to reopen following the COVID-19 pandemic,

  resulting in the permanent ruination of its business; the inability of Washington

  Mgmt to engage in protected First Amendment activity; and the inability of

  Washington Mgmt’s staff, entertainers, and customers to continue engaging in or

  viewing protected First Amendment activity.

  PNM Enterprises, Inc. (“PNM”)

        349. PNM is a non-alcohol-serving, “juice bar,” commercial establishment

  open to the consenting adult public which is in the business of, has presented, and

  desires to continue to present in the future, female performance dance entertainment


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  which is fully clothed and, at times fully nude. All of the entertainment provided by

  PNM is non-obscene and appeals to healthy human interests and desires.

        350. None of the live performances at PNM are unlawful or obscene.

  Neither PNM nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        351. PNM presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals.

        352. PNM is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, PNM has suffered significant business losses, but

  plans to reopen when legally permitted to do so. PNM has been closed for business

  since at least 12:01 AM on March 19, 2020, and remains closed as of the date this

  amended complaint is filed.

        353. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – PNM applied for a PPP loan.

        354. PNM submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.


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        355. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), PNM’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by PNM.

        356. PNM is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        357. PNM has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that PNM is a gentlemen’s club. PNM

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        358.   In the event that PNM is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of PNM to engage in protected First

  Amendment activity; and the inability of PNM’s staff, entertainers, and customers

  to continue engaging in or viewing protected First Amendment activity.

  Rialto Pockets, Inc. (“Rialto”)

        359. Rialto is a non-alcohol-serving, “juice bar,” commercial establishment

  open to the consenting adult public which is in the business of, has presented, and

  desires to continue to present in the future, female performance dance entertainment
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  which is fully clothed and, at times fully nude. All of the entertainment provided by

  Rialto is non-obscene and appeals to healthy human interests and desires.

        360. None of the live performances at Rialto are unlawful or obscene.

  Neither Rialto nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        361. Rialto presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals.

        362. Rialto is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Rialto has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Rialto has been closed for business

  since at least 12:01 AM on March 19, 2020, and remains closed as of the date this

  amended complaint is filed.

        363. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Rialto applied for a PPP loan.

        364. Rialto submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.


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        365. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Rialto’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Rialto.

        366. Rialto is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        367. Rialto has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that Rialto is a gentlemen’s club. Rialto

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        368.   In the event that Rialto is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Rialto to engage in protected

  First Amendment activity; and the inability of Rialto’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Santa Barbara Hospitality Services, Inc. (“Santa Barbara”)

        369. Santa Barbara is a non-alcohol-serving, “juice bar,” commercial

  establishment open to the consenting adult public which is in the business of, has

  presented, and desires to continue to present in the future, female performance dance
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  entertainment which is fully clothed and, at times fully nude.            All of the

  entertainment provided by Santa Barbara is non-obscene and appeals to healthy

  human interests and desires.

        370. None of the live performances at Santa Barbara are unlawful or

  obscene. Neither Santa Barbara nor any of the entertainers who have performed on

  its premises have ever been charged, let alone convicted, of any crimes of obscenity.

        371. Santa Barbara presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals.

        372. Santa Barbara is currently shuttered as a result of the emergency

  “shelter-in-place” executive order (Executive Order N-33-30) issued by the

  Governor of California as a result of the COVID-19 pandemic. As a direct and

  proximate result of such state-ordered closure, Santa Barbara has suffered significant

  business losses, but plans to reopen when legally permitted to do so. Santa Barbara

  has been closed for business since at least 12:01 AM on March 19, 2020, and remains

  closed as of the date this amended complaint is filed.

        373. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Santa Barbara applied for a PPP loan.

        374. Santa Barbara submitted an application for a PPP loan through its

  lender in Dallas, Texas. Its lender is an approved SBA Lender.
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        375. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Santa Barbara’s lender is

  and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by Santa Barbara.

        376. Santa Barbara is fully qualified -- but for the Regulations and the SOP

  or the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        377. Santa Barbara has been informed that its loan application was denied.

  The lender’s stated reason for the denial is that Santa Barbara is a gentlemen’s club.

  Santa Barbara understands and interprets the reason given for the denial of its PPP

  loan to be that its business is excluded by 13 C.F.R § 120.110(p), which is made

  applicable to the PPP provisions of the CARES Act via SBA 3245-AH34.

        378.   In the event that Santa Barbara is unable to obtain a PPP loan it may

  lack the staff and/or funds to reopen following the COVID-19 pandemic, resulting

  in the permanent ruination of its business; the inability of Santa Barbara to engage

  in protected First Amendment activity; and the inability of Santa Barbara’s staff,

  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.

  Santa Maria Restaurant Enterprises, Inc. (“Santa Maria”)

        379. Santa Maria is a non-alcohol-serving, “juice bar,” commercial

  establishment open to the consenting adult public which is in the business of, has
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  presented, and desires to continue to present in the future, female performance dance

  entertainment which is fully clothed and, at times fully nude.             All of the

  entertainment provided by Santa Maria is non-obscene and appeals to healthy human

  interests and desires.

        380. None of the live performances at Santa Maria are unlawful or obscene.

  Neither Santa Maria nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        381. Santa Maria presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals.

        382. Santa Maria is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Santa Maria has suffered significant business losses,

  but plans to reopen when legally permitted to do so. Santa Maria has been closed

  for business since at least 12:01 AM on March 19, 2020, and remains closed as of

  the date this amended complaint is filed.

        383. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Santa Maria applied for a PPP loan.


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        384. Santa Maria submitted an application for a PPP loan through its lender

  in Dallas, Texas. Its lender is an approved SBA Lender.

        385. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Santa Maria’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Santa Maria.

        386. Santa Maria is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        387. Santa Maria has been informed that its loan application was denied.

  The lender’s stated reason for the denial is that Santa Maria is a gentlemen’s club.

  Santa Maria understands and interprets the reason given for the denial of its PPP

  loan to be that its business is excluded by 13 C.F.R § 120.110(p), which is made

  applicable to the PPP provisions of the CARES Act via SBA 3245-AH34.

        388.   In the event that Santa Maria is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Santa Maria to engage in

  protected First Amendment activity; and the inability of Santa Maria’s staff,

  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.


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  The Spearmint Rhino Adult Superstore, Inc. (“Superstore”)

        389. Superstore is an adult novelty shop and commercial establishment open

  to the consenting adult public which is in the business of, has sold, and desires to

  continue to selling in the future, adult oriented products. All of the items sold by

  Superstore is non-obscene and appeals to healthy human interests and desires.

        390. None of products sold at Superstore are unlawful or obscene.

  Superstore has never been charged, let alone convicted, of any crimes of obscenity.

        391. Superstore sells products in conformity with its various licenses,

  permits, or government approvals.

        392. Superstore is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Executive Order N-33-30) issued by the Governor of

  California as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, Superstore has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Superstore has been closed for

  business since at least 12:01 AM on March 19, 2020, and remains closed as of the

  date this amended complaint is filed.

        393. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Superstore applied for a PPP loan.
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        394. Superstore submitted an application for a PPP loan through its lender

  in Dallas, Texas. Its lender is an approved SBA Lender.

        395. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Superstore’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Superstore.

        396. Superstore is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        397. Superstore has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that Superstore engages in the sale of products

  deemed violative of 13 C.F.R. § 120.110(p). Superstore understands and interprets

  the reason given for the denial of its PPP loan to be that its business is excluded by

  13 C.F.R § 120.110(p), which is made applicable to the PPP provisions of the

  CARES Act via SBA 3245-AH34.

        398.    In the event that Superstore is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Superstore to sell lawful

  products.




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  High Expectations Hospitality, LLC (“Expectations”)

        399. Expectations is an alcohol-serving commercial establishment open to

  the consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless.       All of the entertainment provided by

  Expectations is non-obscene and appeals to healthy human interests and desires.

        400. None of the live performances at Expectations are unlawful or obscene.

  Neither Expectations nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        401. Expectations presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals, including but not limited to:

  Liquor Licenses issued by the City of Dallas, County, and State of Texas.

        402. Expectations is currently shuttered as a result of the emergency

  “shelter-in-place” executive order (Executive Order No. GA-14) issued by the

  Governor of Texas as a result of the COVID-19 pandemic. As a direct and proximate

  result of such state-ordered closure, Expectations has suffered significant business

  losses, but plans to reopen when legally permitted to do so. Expectations has been

  closed for business since at least 12:01 AM on April 2, 2020, and remains closed as

  of the date this amended complaint is filed.


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        403. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Expectations applied for a PPP loan.

        404. Expectations submitted an application for a PPP loan through its lender

  in Dallas, Texas. Its lender is an approved SBA Lender.

        405. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Expectations’s lender is

  and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by Expectations.

        406. Expectations is fully qualified -- but for the Regulations and the SOP

  or the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        407. Expectations has been informed that its loan application was denied.

  The lender’s stated reason for the denial is that Expectations is a gentlemen’s club.

  Expectations understands and interprets the reason given for the denial of its PPP

  loan to be that its business is excluded by 13 C.F.R § 120.110(p), which is made

  applicable to the PPP provisions of the CARES Act via SBA 3245-AH34.

        408.   In the event that Expectations is unable to obtain a PPP loan it may

  lack the staff and/or funds to reopen following the COVID-19 pandemic, resulting

  in the permanent ruination of its business; the inability of Expectations to engage in

  protected First Amendment activity; and the inability of Expectations’ staff,
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  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.

  Kentucky Hospitality Venture, LLC (“Kentucky Hospitality”)

        409. Kentucky Hospitality is an alcohol-serving commercial establishment

  open to the consenting adult public which is in the business of, has presented, and

  desires to continue to present in the future, female performance dance entertainment

  which is fully clothed and, at times topless. All of the entertainment provided by

  Kentucky Hospitality is non-obscene and appeals to healthy human interests and

  desires.

        410. None of the live performances at Kentucky Hospitality are unlawful or

  obscene. Neither Kentucky Hospitality nor any of the entertainers who have

  performed on its premises have ever been charged, let alone convicted, of any crimes

  of obscenity.

        411. Kentucky Hospitality presents lawful entertainment in conformity with

  its various licenses, permits, or government approvals, including but not limited to:

  Alcohol License from the State of Kentucky and County of Fayette and Adult

  Entertainment License from Lexington-Fayette County

        412. Kentucky Hospitality is currently shuttered as a result of the emergency

  “shelter-in-place” executive order, issued verbally on March 22 and codified on

  March 25th in Executive Order 2020-257 issued by the Governor of Kentucky as a
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  result of the COVID-19 pandemic. As a direct and proximate result of such state-

  ordered closure, Kentucky Hospitality has suffered significant business losses, but

  plans to reopen when legally permitted to do so. Kentucky Hospitality has been

  closed for business since at least 12:01 AM on March 25, 2020, and remains closed

  as of the date this amended complaint is filed.

        413. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Kentucky Hospitality applied for a PPP loan.

        414. Kentucky Hospitality submitted an application for a PPP loan through

  its lender in Dallas, Texas. Its lender is an approved SBA Lender.

        415. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Kentucky Hospitality’s

  lender is and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by Kentucky Hospitality.

        416. Kentucky Hospitality is fully qualified -- but for the Regulations and

  the SOP or the SBA’s application thereof -- to receive a PPP loan under all relevant

  statutes, regulations, and procedures.

        417. Kentucky Hospitality has been informed that its loan application was

  denied. The lender’s stated reason for the denial is that Kentucky Hospitality is a

  gentlemen’s club. Kentucky Hospitality understands and interprets the reason given

  for the denial of its PPP loan to be that its business is excluded by 13 C.F.R §
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  120.110(p), which is made applicable to the PPP provisions of the CARES Act via

  SBA 3245-AH34.

        418.   In the event that Kentucky Hospitality is unable to obtain a PPP loan it

  may lack the staff and/or funds to reopen following the COVID-19 pandemic,

  resulting in the permanent ruination of its business; the inability of Kentucky

  Hospitality to engage in protected First Amendment activity; and the inability of

  Kentucky Hospitality’s staff, entertainers, and customers to continue engaging in or

  viewing protected First Amendment activity.

  K-Kel, Inc. (“K-Kel”)

        419. K-Kel is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by K-Kel is

  non-obscene and appeals to healthy human interests and desires.

        420. None of the live performances at K-Kel are unlawful or obscene.

  Neither K-Kel nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        421. K-Kel presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Liquor


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  License, adult entertainment, and restaurant license issued by County of Clark in the

  State of Nevada.

         422. K-Kel is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Directive 010) issued by the Governor of Nevada as a result

  of the COVID-19 pandemic. As a direct and proximate result of such state-ordered

  closure, K-Kel has suffered significant business losses, but plans to reopen when

  legally permitted to do so. K-Kel has been closed for business since at least 12:01

  AM on March 16, 2020, and remains closed as of the date this amended complaint

  is filed.

         423. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – K-Kel applied for a PPP loan.

         424. K-Kel submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.

         425. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), K-Kel’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by K-Kel.

         426. K-Kel is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.
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        427. K-Kel has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that K-Kel is a gentlemen’s club. K-Kel

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        428.   In the event that K-Kel is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of K-Kel to engage in protected

  First Amendment activity; and the inability of K-Kel’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  L.C.M., LLC (“LCM”)

        429. LCM is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed. All of the entertainment provided by LCM is non-obscene and appeals

  to healthy human interests and desires.

        430. None of the live performances at LCM are unlawful or obscene.

  Neither LCM nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.


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        431. LCM presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Alcohol

  License from Boise, Ada County, and the State of Idaho.

        432.   LCM is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (The Office of the Governor Proclamation) issued by the

  Governor of Idaho as a result of the COVID-19 pandemic. As a direct and proximate

  result of such state-ordered closure, LCM has suffered significant business losses,

  but plans to reopen when legally permitted to do so LCM has been closed for

  business since at least 12:01 AM on March 25, 2020, and remains closed as of the

  date this amended complaint is filed.

        433. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – LCM applied for a PPP loan.

        434. LCM submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.

        435. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), LCM’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by LCM.




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        436. LCM is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        437. LCM has been informed that its loan application was denied. The

  lender’s stated reason for the denial is that LCM is a gentlemen’s club. LCM

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        438.    In the event that LCM is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of LCM to engage in protected First

  Amendment activity; and the inability of LCM’s staff, entertainers, and customers

  to continue engaging in or viewing protected First Amendment activity.

  Nitelife, Inc. (“Nitelife”)

        439. Nitelife is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times fully nude. All of the entertainment provided by Nitelife

  is non-obscene and appeals to healthy human interests and desires.


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        440. None of the live performances at Nitelife are unlawful or obscene.

  Neither Nitelife nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        441. Nitelife presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Alcohol

  and Alcohol Retailer licenses issued by the State of Minnesota and Liquor 2 A.M.

  Permit issued by the State of Minnesota.

        442. Nitelife is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Emergency Executive Order 20-20) issued by the Governor

  of Minnesota as a result of the COVID-19 pandemic. As a direct and proximate

  result of such state-ordered closure, Nitelife has suffered significant business losses,

  but plans to reopen when legally permitted to do so Nitelife has been closed for

  business since at least 11:59 PM on March 27, 2020, and remains closed as of the

  date this amended complaint is filed.

        443. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Nitelife applied for a PPP loan.

        444. Nitelife submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.


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        445. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Nitelife’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Nitelife.

        446. Nitelife is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        447. Nitelife has been informed that its loan application was denied. The

  lender’s stated reason for the denial was that Nitelife is a gentlemen’s club. Nitelife

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        448.    In the event that Nitelife is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Nitelife to engage in protected

  First Amendment activity; and the inability of Nitelife’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Penn Ave Hospitality, LLC (“Penn Ave”)

         449. Penn Ave is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is
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  fully clothed and, at times fully nude. All of the entertainment provided by Penn

  Ave is non-obscene and appeals to healthy human interests and desires.

         450. None of the live performances at Penn Ave are unlawful or obscene.

  Neither Penn Ave nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

         451. Penn Ave presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Alcohol

  and Liquor Licenses issued by the State of Pennsylvania.

         452. Penn Ave is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Order of the Governor of the Commonwealth of

  Pennsylvania for Individuals to Stay at Home) issued by the Governor of

  Pennsylvania as a result of the COVID-19 pandemic. As a direct and proximate

  result of such state-ordered closure, Penn Ave has suffered significant business

  losses, but plans to reopen when legally permitted to do so. Penn Ave has been

  closed for business since at least 8:00 PM on April 1, 2020, and remains closed as

  of the date this amended complaint is filed.

         453. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Penn Ave applied for a PPP loan.


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         454. Penn Ave submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.

         455. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Penn Ave’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Penn Ave.

         456. Penn Ave is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

         457. Penn Ave has been informed that its loan application was denied. The

  lender’s stated reason for the denial was that Penn Ave is a gentlemen’s club. Penn

  Ave understands and interprets the reason given for the denial of its PPP loan to be

  that its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to

  the PPP provisions of the CARES Act via SBA 3245-AH34.

   In the event that Penn Ave is unable to obtain a PPP loan it may lack the staff and/or

  funds to reopen following the COVID-19 pandemic, resulting in the permanent

  ruination of its business; the inability of Penn Ave to engage in protected First

  Amendment activity; and the inability of Penn Ave’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Sarie’s Lounge, LLC (“Sarie’s”)


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        458. Sarie’s is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times clothed with “pasties”. All of the entertainment provided

  by Sarie’s is non-obscene and appeals to healthy human interests and desires.

        459. None of the live performances at Sarie’s are unlawful or obscene.

  Neither Sarie’s nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        460. Sarie’s presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Alcohol

  License from the State of California and Entertainment Business Permit from the

  City of San Jose.

        461. Sarie’s is currently shuttered as a result of the emergency “shelter-in-

  place” Executive Department Proclamation of Disaster Emergency dated March 17,

  2020 issued by the Governor of Iowa and continued by various further Declarations

  as a result of the COVID-19 pandemic. As a direct and proximate result of such

  state-ordered closure, Sarie’s has suffered significant business losses, but plans to

  reopen when legally permitted to do so. Sarie’s has been closed for business since

  at least 12:01 PM on March 17, 2020, and remains closed as of the date this amended

  complaint is filed.
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        462. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Sarie’s applied for a PPP loan.

        463. Sarie’s submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.

        464. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Sarie’s’ lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Sarie’s.

        465. Sarie’s is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        466. Sarie’s has been informed that its loan application was denied. The

  lender’s stated reason for the denial was that Sarie’s is a gentlemen’s club. Sarie’s

  understands and interprets the reason given for the denial of its PPP loan to be that

  its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to the

  PPP provisions of the CARES Act via SBA 3245-AH34.

        467.   In the event that Sarie’s is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Sarie’s to engage in protected


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  First Amendment activity; and the inability of Sarie’s’ staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  World Class Ventures, LLC (“World Class”)

        468. World Class is an alcohol-serving commercial establishment open to

  the consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times clothed with “pasties”. All of the entertainment provided

  by World Class is non-obscene and appeals to healthy human interests and desires.

        469. None of the live performances at World Class are unlawful or obscene.

  Neither World Class nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        470. World Class presents lawful entertainment in conformity with its

  various licenses, permits, or government approvals.

        471. World Class is currently shuttered as a result of the emergency “shelter-

  in-place” Executive Department Proclamation of Disaster Emergency dated March

  17, 2020 issued by the Governor of Iowa and continued by various further

  Declarations as a result of the COVID-19 pandemic. As a direct and proximate result

  of such state-ordered closure, World Class has suffered significant business losses,

  but plans to reopen when legally permitted to do so. World Class has been closed


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  for business since at least 12:01 PM on March 17, 2020, and remains closed as of

  the date this amended complaint is filed.

        472. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – World Class applied for a PPP loan.

        473. World Class submitted an application for a PPP loan through its lender

  in Dallas, Texas. Its lender is an approved SBA Lender.

        474. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), World Class’s lender is

  and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by World Class.

        475. World Class is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        476. World Class has been informed that its loan application was denied.

  The lender’s stated reason for the denial was that World Class operates or derives

  income from the operation of gentlemen’s clubs. World Class understands and

  interprets the reason given for the denial of its PPP loan to be that its business is

  excluded by 13 C.F.R § 120.110(p), which is made applicable to the PPP provisions

  of the CARES Act via SBA 3245-AH34.


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        477.   In the event that World Class is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of World Class to engage in

  protected First Amendment activity; and the inability of World Class’s staff,

  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.

  W.P.B. Hospitality, LLC (“WPB”)

       478.    WPB is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times fully nude. All of the entertainment provided by WPB is

  non-obscene and appeals to healthy human interests and desires.

       479.    None of the live performances at WPB are unlawful or obscene.

  Neither WPB nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

       480.    WPB presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to: Adult

  Entertainment License and Live Entertainment permits issued by West Palm Beach

  and Liquor License issued by the State of Florida.


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       481.    WPB is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Executive Order 20-91) issued by the Governor of Florida

  as a result of the COVID-19 pandemic. As a direct and proximate result of such

  state-ordered closure, WPB has suffered significant business losses, but plans to

  reopen when legally permitted to do so. WPB has been closed for business since at

  least 12:01 AM on April 3, 2020, and remains closed as of the date this amended

  complaint is filed.

       482.    In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – WPB applied for a PPP loan.

       483.    WPB submitted an application for a PPP loan through its lender in

  Dallas, Texas. Its lender is an approved SBA Lender.

       484.    Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), WPB’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by WPB.

       485.    WPB is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

       486.    WPB has been informed that its loan application was denied. The

  lender’s stated reason for the denial was that WPB operates or derives income from
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  the operation of gentlemen’s clubs. WPB understands and interprets the reason

  given for the denial of its PPP loan to be that its business is excluded by 13 C.F.R §

  120.110(p), which is made applicable to the PPP provisions of the CARES Act via

  SBA 3245-AH34.

       487.     In the event that WPB is unable to obtain a PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of WPB to engage in protected First

  Amendment activity; and the inability of WPB’s staff, entertainers, and customers

  to continue engaging in or viewing protected First Amendment activity.

  The Spearmint Rhino Companies Worldwide, Inc. (“Worldwide”)

        488. Worldwide is an intellectual property licensing company that provides

  intellectual property licensing.

        489. Worldwide provides services to a number of establishments that

  provide female performance dance entertainment, including all Spearmint Rhino

  Gentlemen’s Clubs, California Girls, Dames N’ Games, and Blue Zebra

  establishments.

        490. None of the live performances at the businesses serviced by Worldwide

  are unlawful or obscene.



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        491. A number of the companies serviced by Worldwide have shuttered as a

  result of the emergency “shelter-in-place” executive orders and Declarations pled

  earlier and hereby incorporated by reference herein, by various state Governors as a

  result of the COVID-19 pandemic. As a direct and proximate result of such state-

  ordered closures, Worldwide has suffered significant business losses, but plans to

  return to full operations when its clients are able to do so.

        492. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Worldwide applied for a PPP loan.

        493. Worldwide submitted an application for a PPP loan through its lender

  in Texas. Its lender is an approved SBA Lender.

        494. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Worldwide’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Worldwide.

        495. Worldwide is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.




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        496. Worldwide has been informed that its loan application was denied. The

  lender’s stated reason for the denial was that Worldwide operates or derives income

  from the operation of gentlemen’s clubs. Worldwide understands and interprets the

  reason given for the denial of its PPP loan to be that its business is excluded by 13

  C.F.R § 120.110(p), which is made applicable to the PPP provisions of the CARES

  Act via SBA 3245-AH34.

        497. In the event that Worldwide is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business, all for being regarded as or for receiving income

  from businesses that engage in First Amendment activity.

  Spearmint Rhino Consulting Worldwide, Inc. (“Consulting”)

        498. Consulting is a business services company that provides a range of

  services to businesses including, inter alia: marketing and consulting.

        499. Consulting provides services to a number of establishments that

  provide female performance dance entertainment, including all Spearmint Rhino

  Gentlemen’s Clubs, California Girls, Dames N’ Games, and Blue Zebra

  establishments.

        500. None of the live performances at the businesses serviced by Consulting

  are unlawful or obscene.

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        501. A number of the companies serviced by Consulting have shuttered as a

  result of the emergency “shelter-in-place” executive orders and Declarations pled

  earlier and hereby incorporated by reference herein, by various state Governors as a

  result of the COVID-19 pandemic. As a direct and proximate result of such state-

  ordered closures, Consulting has suffered significant business losses, but plans to

  return to full operations when its clients are able to do so.

        502. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Consulting applied for a PPP loan.

        503. Consulting submitted an application for a PPP loan through its lender

  in Texas. Its lender is an approved SBA Lender.

        504. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Consulting’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Worldwide.

        505. Consulting is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.




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        506. Consulting has been informed that its loan application was denied. The

  lender’s stated reason for the denial was that Consulting operates or derives income

  from the operation of gentlemen’s clubs. Consulting understands and interprets the

  reason given for the denial of its PPP loan to be that its business is excluded by 13

  C.F.R § 120.110(p), which is made applicable to the PPP provisions of the CARES

  Act via SBA 3245-AH34.

        507. In the event that Consulting is unable to obtain a PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business, all for being regarded as or for receiving income

  from businesses that engage in First Amendment activity.

  V.C. Lauderdale, Inc. (“VC”)

        508. VC is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times nude. All of the entertainment provided by VC is non-

  obscene and appeals to healthy human interests and desires.

        509. None of the live performances at VC are unlawful or obscene. Neither

  VC nor any of the entertainers who have performed on its premises have ever been

  charged, let alone convicted, of any crimes of obscenity.

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        510. VC presents lawful entertainment in conformity with its various

  licenses, permits, or government approvals, including but not limited to:

               a.     A 4-COP license to sell alcohol for consumption on the premises

               issued by the State of Florida Division of Alcoholic Beverages and

               Tobacco;

        511. VC is currently shuttered is currently shuttered as a result of the

  emergency “shelter-in-place” executive order (Executive Order 20-91) issued by the

  Governor of Florida as a result of the COVID-19 pandemic. As a direct and

  proximate result of such state-ordered closure, VC has suffered significant business

  losses, but plans to reopen when legally permitted to do so.    VC has been closed

  for business since at least 12:01 AM on April 3, 2020, and remains closed as of the

  date this complaint is filed.

        512. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – VC applied for a PPP loan.

        513. On or about April 8, 2020, VC submitted an application for a PPP loan

  through its lender in Fort Lauderdale, Florida. Its lender is an approved SBA Lender.




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        514. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), VC’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by VC.

        515. VC is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        516. However, VC reasonably believes that its Application will be rejected

  or fatally delayed due to the SOP and/or the Regulations. VC has learned that

  numerous other similar businesses, which presented non-obscene female

  performance dance entertainment of an “exotic,” “topless” and/or fully nude variety

  have had their applications for PPP loans rejected by their SBA lending banks, or

  derailed, on their bank’s belief that the business is disqualified by the Regulations

  and/or the SOP. Specifically, VC has learned that other similar establishments have

  had their applications for PPP loans rejected on the belief that the clubs present “live

  performances of a prurient sexual nature” within the meaning of 13 C.F.R. §

  120.110(p). VC reasonably fears its Application will suffer the same fate as the

  applications of these other businesses which have had their applications denied.

        517. VC also fears that the Regulations and the SOP will cause its

  Application to be delayed until all PPP loan funds are exhausted; therefore

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  potentially rendering any later request for judicial relief to be moot. The funds

  allocated for PPP loans are to be extended on a first-come, first-served, basis until

  all funds are exhausted, and no further funds are currently available. The SOP

  provides that if the “Lender finds that the Applicant may have a business aspect of

  a prurient sexual nature” the lender is to email the SBA for a “final Agency decision

  on eligibility.” Given the pressures and workload placed on the SBA by the CARES

  Act and the COVID-19 pandemic, VC reasonably fears either that no agency

  decision will be forthcoming while PPP funds remain, or that the SBA will decide

  that VC is not eligible with no time for it to obtain relief while PPP funds remain.

        518. In the event that VC is unable to obtain a PPP loan it may lack the staff

  and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of VC to engage in protected First

  Amendment activity; and the inability of VC’s staff, entertainers, and customers to

  continue engaging in or viewing protected First Amendment activity.

  Kimmico, Inc. (Kimmico”)

        519. Kimmico is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is



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  fully clothed and, at times, nude. All of the entertainment provided by Kimmico is

  non-obscene and appeals to healthy human interests and desires.

        520. None of the live performances at Kimmico are unlawful or obscene.

  Neither Kimmico nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        521. Kimmico presents lawful entertainment in conformity with various its

  licenses, permits, or government approvals, including but not limited to:

               a.     Liquor License issued by the City of Baltimore, Maryland; and

               b.     Adult Entertainment license issued by the City of Baltimore,

                      Maryland.

        522. Kimmico is currently shuttered as a result of the COVID-19 pandemic.

  As a direct and proximate result of such state-ordered closure, Kimmico has suffered

  significant business losses, but plans to reopen when legally permitted to do so.

  Kimmico has been closed for business since at least 8:00 pm on March 30, 2020,

  and remains closed as of the date of this complaint is filed.

        523. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Kimmico sought out to apply for a PPP loan.

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        524. On or about April 3 and again on April 7, 2020, Kimmico submitted an

  application for a PPP loan through its lender in Annapolis. Its lender is an approved

  SBA Lender.

        525. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Kimmico’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by Kimmico.

        526. Kimmico is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        527. Kimmico has been informed that its loan application was denied. The

  reason for the denial is the business was declared ineligible. Kimmico understands

  and interprets the reason given for the denial of its PPP loan to be that its business is

  excluded by 13 C.F.R § 120.110(p), which is made applicable to the PPP provisions

  of the CARES Act via SBA 3245-AH34.

        528. In the event that Kimmico is unable to obtain PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Kimmico to engaged in protected

  First Amendment activity; and the inability to Kimmico’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.
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  Ferny Properties, LLC (“Ferny”)

        529. Ferny is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by Ferny is

  non-obscene and appeals to healthy human interests and desires.

        530. None of the live performances at Ferny are unlawful or obscene.

  Neither Ferny nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        531. Ferny presents lawful entertainment in conformity with various its

  licenses, permits, or government approvals, including but not limited to:

                     a.    North Dakota alcohol license;

                     b.    Fargo alcohol license; and

                     c.    Fargo food-service license.

        532. Ferny was shuttered as a result of the COVID-19 pandemic. As a direct

  and proximate result of an executive order issued by the Governor of North Dakota

  and a stay-at-home directive issued by the City of Fargo, Ferny has suffered



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  significant business losses. Ferney was shuttered from at least March 20, 2020

  through April 30, 2020.

        533. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Ferny sought out to apply for a PPP loan.

        534. On or about April 3, 2020, Ferny submitted an application for a PPP

  loan through its lender in Fargo, North Dakotoa. Its lender is an approved SBA

  Lender.

        535. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Ferny’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Ferny.

        536. Ferny is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        537. Ferny has been informed that its loan application was rejected. The

  reason for the denial, is that its business is excluded by 13 C.F.R § 120.110(p), which

  is made applicable to the PPP provisions of the CARES Act via SBA 3245-AH34.




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        538. A true and accurate copy of the correspondence Ferny received from its

  lender, with redactions to keep the identity of the lender out of the public record, it

  attached hereto as Exhibit J.

        539. In the event that Ferny is unable to obtain PPP loan it may lack the staff

  and/or funds to continue operations following the COVID-19 pandemic, resulting in

  the permanent ruination of its business; the inability of Ferny to engaged in protected

  First Amendment activity; and the inability to Ferny’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Heritage Management Services, Inc. (“Heritage Management”)

        540. Heritage Management is a commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times nude. All of the entertainment provided by Heritage

  Management is non-obscene and appeals to healthy human interests and desires.

        541. None of the live performances at Heritage Management are unlawful or

  obscene. Neither Heritage Management nor any of the entertainers who have

  performed on its premises have ever been charged, let alone convicted, of any crimes

  of obscenity.


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        542. Heritage Management presents lawful entertainment in conformity

  with various its licenses, permits, or government approvals, including but not limited

  to its place of public assembly permit issued by the City of San Francisco.

        543. Heritage Management is currently shuttered as a result of the

  emergency “shelter-in-place” executive order (Executive Order N-33-30) issued by

  the Governor of California as a result of the COVID-19 pandemic. As a direct and

  proximate result of such state-ordered closure, Heritage Management has suffered

  significant business losses, but plans to reopen when legally permitted to do so.

  Heritage Management has been closed for business since at least 12:01am on March

  19, 2020, and remains closed as of the date this amended complaint is filed.

        544. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Heritage Management sought out to apply for a PPP loan.

        545. On or about April 8, 2020, Heritage Management submitted an

  application for a PPP loan through its lender in Irvine, California. Its lender is an

  approved SBA Lender.

        546. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Heritage Management’s

  lender is and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by Heritage Management.
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        547. Heritage Management is fully qualified -- but for the Regulations and

  the SOP or the SBA’s application thereof -- to receive a PPP loan under all relevant

  statutes, regulations, and procedures.

        548. However, Heritage Management reasonably believes that its

  Application will be rejected or fatally delayed due to the SOP and/or the Regulations.

  Heritage Management has learned that numerous other similar businesses, which

  presented non-obscene female performance dance entertainment of an “exotic,”

  “topless” and/or fully nude variety have had their applications for PPP loans rejected

  by their SBA lending banks, or derailed, on their bank’s belief that the business is

  disqualified by the Regulations and/or the SOP. Specifically, Heritage Management

  has learned that other similar establishments have had their applications for PPP

  loans rejected on the belief that the clubs present “live performances of a prurient

  sexual nature” within the meaning of 13 C.F.R. § 120.110(p). Heritage Management

  reasonably fears its Application will suffer the same fate as the applications of these

  other businesses which have had their applications denied.

        549. Heritage Management also fears that the Regulations and the SOP will

  cause its Application to be delayed until all PPP loan funds are exhausted; therefore

  potentially rendering any later request for judicial relief to be moot. The funds

  allocated for PPP loans are to be extended on a first-come, first-served, basis until

                                           131
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  all funds are exhausted, and no further funds are currently available. The SOP

  provides that if the “Lender finds that the Applicant may have a business aspect of

  a prurient sexual nature” the lender is to email the SBA for a “final Agency decision

  on eligibility.” Given the pressures and workload placed on the SBA by the CARES

  Act and the COVID-19 pandemic, Heritage Management reasonably fears either that

  no agency decision will be forthcoming while PPP funds remain, or that the SBA

  will decide that DV is not eligible with no time for it to obtain relief while PPP funds

  remain.

        550. In the event that Heritage Management is unable to obtain PPP loan it

  may lack the staff and/or funds to reopen following the COVID-19 pandemic,

  resulting in the permanent ruination of its business; the inability of Heritage

  Management to engage in protected First Amendment activity; and the inability to

  Heritage Management’s staff, entertainers, and customers to continue engaging in

  or viewing protected First Amendment activity.

  MAG Entertainment, LLC (“MAG Entertainment”)

        551. MAG Entertainment is an alcohol-serving commercial establishment

  open to the consenting adult public which is in the business of, has presented, and

  desires to continue to present in the future, female performance dance entertainment

  which is fully clothed and, at times topless. All of the entertainment provided by

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  MAG Entertainment is non-obscene and appeals to healthy human interests and

  desires.

        552. None of the live performances at MAG Entertainment are unlawful or

  obscene.   Neither MAG Entertainment nor any of the entertainers who have

  performed on its premises have ever been charged, let alone convicted, of any crimes

  of obscenity.

        553. MAG Entertainment presents lawful entertainment in conformity with

  various its licenses, permits, or government approvals, including but not limited to:

  a liquor license issued by the New Jersey Division of Alcoholic Beverage Control.

        554. MAG Entertainment is currently shuttered as a result of the COVID-19

  pandemic. As a direct and proximate result of such state-ordered closure, MAG

  Entertainment has suffered significant business losses, but plans to reopen when

  legally permitted to do so. MAG Entertainment has been closed for business since

  at least March 24, 2020, and remains closed as of the date of this complaint is filed.

        555. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – MAG Entertainment sought out to apply for a PPP loan.




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        556. MAG Entertainment has made preparations to file an application for a

  PPP loan through its lender in Galloway Township, New Jersey. Its lender is an

  approved SBA Lender.

        557. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), MAG Entertainment’s

  lender is and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by MAG Entertainment.

        558. MAG Entertainment is fully qualified -- but for the Regulations and the

  SOP or the SBA’s application thereof -- to receive a PPP loan under all relevant

  statutes, regulations, and procedures.

        559. Prior to submitting its application, MAG Entertainment’s lender

  informed its principles that pending PPP loan application for similar businesses

  would be denied due to the business type. Thus, MAG Entertainment stopped short

  of formally submitting an application to its lender as its principles had done for

  slimier businesses. MAG Entertainment understands and interprets the reason given

  by its lender for it being ineligible for a PPP loan to be that its business is excluded

  by 13 C.F.R § 120.110(p), which is made applicable to the PPP provisions of the

  CARES Act via SBA 3245-AH34.

        560. In the event that MAG Entertainment is unable to obtain PPP loan it

  may lack the staff and/or funds to reopen following the COVID-19 pandemic,
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  resulting in the permanent ruination of its business; the inability of MAG

  Entertainment to engaged in protected First Amendment activity; and the inability

  to MAG Entertainment staff, entertainers, and customers to continue engaging in or

  viewing protected First Amendment activity.

  East Coast Restaurant & Nightclubs, LLC (“East Coast”)

        561. East Coast is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times in pasties and g-string. All of the entertainment provided

  by East Coast is non-obscene and appeals to healthy human interests and desires.

        562. None of the live performances at East Coast are unlawful or obscene.

  Neither East Coast nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        563. East Coast presents lawful entertainment in conformity with various its

  licenses, permits, or government approvals, including but not limited to:

               a.    Live Entertainment Permit;

               b.    Liquor, Beer, and Wine License; and

               c.    Food service permit.

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        564. East Coast is currently shuttered as a result of the COVID-19 pandemic.

  As a direct and proximate result of such state-ordered closure, East Coast has

  suffered significant business losses, but plans to reopen when legally permitted to

  do so. East Coast has been closed for business since at least 11:59 pm on March

  27, 2020, and remains closed as of the date of this complaint is filed.

        565. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – East Coast sought out to apply for a PPP loan.

        566. East Coast attempted to submit an application for a PPP loan through

  its lender in New York, New York. Its lender is an approved SBA Lender.

        567. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), East Coast lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by East Coast.

        568. East Coast is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        569. East Coast’s lender refused to take the application for a PPP loan. East

  Coast understands and interprets the reason given for the rejection of its PPP loan


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  application to be that its business is excluded by 13 C.F.R § 120.110(p), which is

  made applicable to the PPP provisions of the CARES Act via SBA 3245-AH34.

        570. In the event that East Coast is unable to obtain PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of East Coast to engaged in

  protected First Amendment activity; and the inability to East Coast’s staff,

  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.

  Oasis On Essington LTD (“Oasis”)

        571. Oasis is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by Oasis is

  non-obscene and appeals to healthy human interests and desires.

        572. None of the live performances at Oasis are unlawful or obscene.

  Neither Oasis nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.




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        573. Oasis presents lawful entertainment in conformity with various its

  licenses, permits, or government approvals, including but not limited to:

               a.    Amusement Licenses issues by the City of Philadelphia;

               b.    Liquor License issued by the Commonwealth of Pennsylvania;

                     and

               c.    Food Preparing and Serving License issued by the City of

                     Philadelphia.

        574. Oasis is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Order of the Governor of the Commonwealth of

  Pennsylvania for Individuals to Stay at Home) issued by the Governor of

  Pennsylvania as a result of the COVID-19 pandemic. As a direct and proximate

  result of such state-ordered closure, Oasis has suffered significant business losses,

  but plans to reopen when legally permitted to do so. Oasis has been closed for

  business since at least 8:00 PM on April 1, 2020, and remains closed as of the date

  this amended complaint is filed.

        575. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Oasis sought out to apply for a PPP loan.


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        576. Oasis has made preparations to file an application for a PPP loan

  through its lender in Galloway Township, New Jersey. Its lender is an approved

  SBA Lender.

        577. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Oasis’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Oasis.

        578. Oasis is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        579. Prior to submitting its application, Oasis’s lender informed its

  principles that pending PPP loan application for similar businesses would be denied

  due to the business type. Thus, Oasis stopped short of formally submitting an

  application to its lender as its principles had done for slimier businesses. Oasis

  understands and interprets the reason given by its lender for it being ineligible for a

  PPP loan to be that its business is excluded by 13 C.F.R § 120.110(p), which is made

  applicable to the PPP provisions of the CARES Act via SBA 3245-AH34.

        580. In the event that Oasis is unable to obtain PPP loan it may lack the staff

  and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Oasis to engaged in protected
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  First Amendment activity; and the inability to Oasis staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Vonch, LLC (“Vonch”)

        581. Vonch is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times nude. All of the entertainment provided by Vonch is non-

  obscene and appeals to healthy human interests and desires.

        582. None of the live performances at Vonch are unlawful or obscene.

  Neither Vonch nor any of the entertainers who have performed on its premises have

  ever been charged, let alone convicted, of any crimes of obscenity.

        583. Vonch presents lawful entertainment in conformity with various its

  licenses, permits, or government approvals, including but not limited to:

               a.    Illinois State Liquor License;

               b.    Village of Bridgeview Liquor License;

               c.    Village of Bridgeview Business License; and

               d.    Village of Bridgeview Restaurant License.


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        584. Vonch is currently shuttered as a result of the emergency “shelter-in-

  place” executive order (Emergency Executive Order 2020-10) issued by the

  Governor of Illinois as a result of the COVID-19 pandemic. As a direct and

  proximate result of such state-ordered closure, [Corporate Name here] has suffered

  significant business losses, but plans to reopen when legally permitted to do so.

  Vonch has been closed for business since at least 5:00pm on March 21, 2020, and

  remains closed as of the date this amended complaint is filed.

        585. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Vonch sought out to apply for a PPP loan.

        586. On or about April 15, 2020, Vonch submitted an application for a PPP

  loan through its lender in Bridgeview, Illinois. Its lender is an approved SBA

  Lender.

        587. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Vonch’s lender is and will

  operate as a delegate of the SBA in the processing and approval or disapproval of

  the PPP loan sought by Vonch.

        588. Vonch is fully qualified -- but for the Regulations and the SOP or the

  SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.
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        589. However, Vonch reasonably believes that its Application will be

  rejected or fatally delayed due to the SOP and/or the Regulations. Vonch has learned

  that numerous other similar businesses, which presented non-obscene female

  performance dance entertainment of an “exotic,” “topless” and/or fully nude variety

  have had their applications for PPP loans rejected by their SBA lending banks, or

  derailed, on their bank’s belief that the business is disqualified by the Regulations

  and/or the SOP. Specifically, Vonch has learned that other similar establishments

  have had their applications for PPP loans rejected on the belief that the clubs present

  “live performances of a prurient sexual nature” within the meaning of 13 C.F.R. §

  120.110(p). Vonch reasonably fears its Application will suffer the same fate as the

  applications of these other businesses which have had their applications denied.

        590. Vonch also fears that the Regulations and the SOP will cause its

  Application to be delayed until all PPP loan funds are exhausted; therefore

  potentially rendering any later request for judicial relief to be moot. The funds

  allocated for PPP loans are to be extended on a first-come, first-served, basis until

  all funds are exhausted, and no further funds are currently available. The SOP

  provides that if the “Lender finds that the Applicant may have a business aspect of

  a prurient sexual nature” the lender is to email the SBA for a “final Agency decision

  on eligibility.” Given the pressures and workload placed on the SBA by the CARES


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  Act and the COVID-19 pandemic, Vonch reasonably fears either that no agency

  decision will be forthcoming while PPP funds remain, or that the SBA will decide

  that DV is not eligible with no time for it to obtain relief while PPP funds remain.

        591. In the event that Vonch is unable to obtain PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Vonch to engage in protected

  First Amendment activity; and the inability to Vonch’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Club Cabaret, Inc. (“Club Cabaret”)

        592. Club Cabaret is an alcohol-serving commercial establishment open to

  the consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times nude. All of the entertainment provided by Club Cabaret

  is non-obscene and appeals to healthy human interests and desires.

        593. None of the live performances at Club Cabaret are unlawful or obscene.

  Neither Club Cabaret nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.




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        594. Club Cabaret presents lawful entertainment in conformity with various

  its licenses, permits, or government approvals, including but not limited to:

               a.    State liquor license;

               b.    Municipal liquor license;

               c.    Municipal adult business permit; and

               d.    Food service license.

        595. Club Cabaret is currently shuttered as a result of the emergency

  “shelter-in-place” executive order (Emergency Executive Order 2020-10) issued by

  the Governor of Illinois as a result of the COVID-19 pandemic. As a direct and

  proximate result of such state-ordered closure, Club Cabaret has suffered significant

  business losses, but plans to reopen when legally permitted to do so. Club Cabaret

  has been closed for business since at least 5:00pm on March 21, 2020, and remains

  closed as of the date this amended complaint is filed.

        596. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Club Cabaret sought out to apply for a PPP loan.




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        597. On or about April 27, 2020, Club Cabaret submitted an application for

  a PPP loan through its lender in Pekin, Illinois. Its lender is an approved SBA

  Lender.

        598. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Club Cabaret’s lender is

  and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by Club Cabaret.

        599. Club Cabaret is fully qualified -- but for the Regulations and the SOP

  or the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        600. Club Cabaret has been informed that its loan application was denied.

  The reason for the denial was that Club Cabaret’s business was on the list of

  excluded business types. Club Cabaret understands and interprets the reason given

  for the denial of its PPP loan to be that its business is excluded by 13 C.F.R §

  120.110(p), which is made applicable to the PPP provisions of the CARES Act via

  SBA 3245-AH34.

        601. In the event that Club Cabaret is unable to obtain PPP loan it may lack

  the staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of Club Cabaret to engaged in

  protected First Amendment activity; and the inability to Club Cabaret’s staff,
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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2347 Filed 06/18/20 Page 146 of 169




  entertainers, and customers to continue engaging in or viewing protected First

  Amendment activity.

  King Bee, Inc. (“King Bee”)

        602. King Bee is an alcohol-serving commercial establishment open to the

  consenting adult public which is in the business of, has presented, and desires to

  continue to present in the future, female performance dance entertainment which is

  fully clothed and, at times topless. All of the entertainment provided by King Bee

  is non-obscene and appeals to healthy human interests and desires.

        603. None of the live performances at King Bee are unlawful or obscene.

  Neither King Bee nor any of the entertainers who have performed on its premises

  have ever been charged, let alone convicted, of any crimes of obscenity.

        604. King Bee presents lawful entertainment in conformity with various its

  licenses, permits, or government approvals, including but not limited to: a Mixed

  Beverage License issued by the Texas Alcoholic Beverage Commission with

  associated permits issued by the City of El Paso, Texas.

        605. King Bee is currently shuttered as a result of the emergency “shelter-

  in-place” executive order (Executive Order No. GA-14) issued by the Governor of

  Texas as a result of the COVID-19 pandemic. As a direct and proximate result of


                                          146
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  such state-ordered closure, King Bee has suffered significant business losses, but

  plans to reopen when legally permitted to do so. King Bee has been closed for

  business since at least 12:01am on April 2, 2020, and remains closed as of the date

  this amended complaint is filed.

        606. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – King Bee sought out to apply for a PPP loan.

        607. On or about April 10, 2020, King Bee submitted an application for a

  PPP loan through its lender in El Paso, Texas. Its lender is an approved SBA Lender.

        608. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), King Bee’s lender is and

  will operate as a delegate of the SBA in the processing and approval or disapproval

  of the PPP loan sought by King Bee.

        609. King Bee is fully qualified -- but for the Regulations and the SOP or

  the SBA’s application thereof -- to receive a PPP loan under all relevant statutes,

  regulations, and procedures.

        610. King Bee has been informed that its loan application was rejected. The

  reason for the denial, was that adult businesses are not eligible for PPP loans. King

  Bee understands and interprets the reason given for the denial of its PPP loan to be


                                          147
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  that its business is excluded by 13 C.F.R § 120.110(p), which is made applicable to

  the PPP provisions of the CARES Act via SBA 3245-AH34.

        611. In the event that King Bee is unable to obtain PPP loan it may lack the

  staff and/or funds to reopen following the COVID-19 pandemic, resulting in the

  permanent ruination of its business; the inability of King Bee to engaged in protected

  First Amendment activity; and the inability to King Bee’s staff, entertainers, and

  customers to continue engaging in or viewing protected First Amendment activity.

  Peoria Speakeasy, Inc. (“Peoria Speakeasy”)

        612. Peoria Speakeasy is an alcohol-serving commercial establishment open

  to the consenting adult public which is in the business of, has presented, and desires

  to continue to present in the future, female performance dance entertainment which

  is fully clothed and, at times nude. All of the entertainment provided by Peoria

  Speakeasy is non-obscene and appeals to healthy human interests and desires.

        613. None of the live performances at Peoria Speakeasy are unlawful or

  obscene. Neither Peoria Speakeasy nor any of the entertainers who have performed

  on its premises have ever been charged, let alone convicted, of any crimes of

  obscenity.




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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2350 Filed 06/18/20 Page 149 of 169




        614. Peoria Speakeasy presents lawful entertainment in conformity with

  various its licenses, permits, or government approvals, including but not limited to:

               a.    State Liquor License;

               b.    Municipal Liquor License;

               c.    Food and Health License; and

               d.    Adult Use License.

        615. Peoria Speakeasy is currently shuttered as a result of the emergency

  “shelter-in-place” executive order (Emergency Executive Order 2020-10) issued by

  the Governor of Illinois as a result of the COVID-19 pandemic. As a direct and

  proximate result of such state-ordered closure, Peoria Speakeasy has suffered

  significant business losses, but plans to reopen when legally permitted to do so.

  Peoria Speakeasy has been closed for business since at least 5:00pm on March 21,

  2020, and remains closed as of the date this amended complaint is filed.

        616. In order to mitigate its business losses and to provide monetary relief

  to its employees – since at least 75% of PPP loans are to be used for employee wages

  and salaries – Peoria Speakeasy sought out to apply for a PPP loan.




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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2351 Filed 06/18/20 Page 150 of 169




        617. Peoria Speakeasy’s principles attended a webinar on PPP loans and

  Peoria Speakeasy sought to submit an application for a PPP loan through its lender

  in Peoria, Illinois. Its lender is an approved SBA Lender.

        618. Pursuant to 15 U.S.C. § 636(a)(36)(F)(ii)(I), Peoria Speakeasy’s lender

  is and will operate as a delegate of the SBA in the processing and approval or

  disapproval of the PPP loan sought by Peoria Speakeasy.

        619. Peoria Speakeasy is fully qualified -- but for the Regulations and the

  SOP or the SBA’s application thereof -- to receive a PPP loan under all relevant

  statutes, regulations, and procedures.

        620. However, Peoria Speakeasy’s lender informed it that the lender would

  not accept an application from Peoria Speakeasy due to its business type. Peoria

  Speakeasy understands and interprets the reason given for the denial of its PPP loan

  to be that its business is excluded by 13 C.F.R § 120.110(p), which is made

  applicable to the PPP provisions of the CARES Act via SBA 3245-AH34.

        621. In the event that Peoria Speakeasy is unable to obtain PPP loan it may

  lack the staff and/or funds to reopen following the COVID-19 pandemic, resulting

  in the permanent ruination of its business; the inability of Peoria Speakeasy to

  engaged in protected First Amendment activity; and the inability to Peoria


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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2352 Filed 06/18/20 Page 151 of 169




  Speakeasy staff, entertainers, and customers to continue engaging in or viewing

  protected First Amendment activity.

  All Plaintiffs

        622. DV, Benelux, BDS, DB, Millennium, T&N, Burch, JCB, MAG

  Enterprises, 2740 Corporation, MAG Pitt, Filosadelfia, Polmour, Stone Park,

  Seventy7, Brookhurst, Industry Venture, Farmdale, Inland, Midnight, Olympic,

  Oxnard, SJ, Rouge, Washington Mgmt, PNM, Rialto, Santa Barbara, Santa Maria,

  Superstore, Expectations, Kentucky Hospitality, K-Kel, LCM, Nitelife, Penn Ave,

  Sarie’s, World Class, WPB, Worldwide, Consulting, VC, Kimmico, Ferny, Heritage

  Management, MAG Entertainment, East Coast, Oasis, Vonch, Club Cabaret, King

  Bee, and Peoria Speakeasy are collectively referred to herein as “Plaintiffs.”

        623. Plaintiffs are aware that in some instances similar businesses were

  initially granted preliminary approval for PPL’s, only to have funding later, and very

  recently, denied.

        624. Pursuant to the PPP Act, if loan proceeds are used for specified

  purposes, the loan can ultimately be forgiven by the SBA. The purpose of such loan

  forgiveness is to assist small businesses in being able to financially weather the

  significant drop in trade and income that is anticipated, as a result of the lasting

  impact of the coronavirus, even when the economy “reopens” in some limited form.
                                           151
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2353 Filed 06/18/20 Page 152 of 169




        625. Upon information and belief, the SBA has in some instances indicated

  to lending banks that while PPL applications for adult businesses may initially be

  granted, it will later use the Regulations and SOP as bases to decline loan

  forgiveness. Like all other affected businesses, the Plaintiffs need loan forgiveness

  in order to be able to financially survive the continuing impact of the coronavirus

  even after the economy begins to “reopen,” even in a limited fashion. In fact,

  Plaintiffs are aware of at least one other similar business that declined to even apply

  for a PPL because of the possibility that its loan would not in fact be forgiven, with

  the consequently concern of then being unable to pay back a large loan under

  business circumstances that will be impacted by the coronavirus for an indeterminate

  period of time.

        626. As more specifically alleged above, a number of the Plaintiffs, which

  are otherwise eligible for PPL’s but for the provisions of the Regulations and the

  SOP, have already had their PPL applications denied by the SBA.               Without

  immediate injunctive relief, they run the risk of being completely excluded from PPP

  Act benefits where the funds are statutorily limited, where the loans are to be

  distributed on a “first-come, first-served” basis, and where the aggregate available

  PPL funds may be exhausted before this Court can fully litigate Plaintiffs’ claims.




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Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2354 Filed 06/18/20 Page 153 of 169




        627. While Plaintiffs identify the locations of where their PPP loan

  applications were submitted, they do not identify here the identities of the lending

  banks at issue because of legitimate concerns that they will be retaliated against for

  participating in this action. In particular, the Department of Justice (“DOJ”) had a

  long-established antipathy towards the adult entertainment industry, which is

  exemplified by its application of a program known as “Operation Chokepoint” to

  many adult businesses. Through the Chokepoint program the DOJ intentionally

  pressured depository banks to terminate their accounts with adult businesses -- many

  of which had existed for years and even decades -- including those with many of the

  Plaintiffs here. This resulted in adult entertainment establishments, including many

  of the Plaintiffs here, having their bank accounts (including but not limited to their

  payroll accounts) cancelled for no reason whatsoever with little to no prior notice.

  This, in turn, has caused significant business disruption and a situation where many

  adult businesses, again including many of the Plaintiffs here, have found it difficult,

  and at times and in certain places virtually impossible, to obtain a bank willing to

  carry their accounts so that they can lawfully conduct their business and engage in

  commerce.

        628. The Regulations and SOP have also resulted in the inability of some

  businesses to apply for PPL’s because of a lack of prior lending experience with the


                                           153
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2355 Filed 06/18/20 Page 154 of 169




  SBA approved lending bank. Certain banks are taking the position that they will not

  even accept PPP loan applications unless the applicant has a prior lending experience

  with the bank. Yet, a number of adult businesses, as a result of the prior application

  of the Regulations and SOP to general SBA lending activities, previously found it

  impossible to obtain loans even from banks where they had historically maintained

  their business accounts. This lack of previous loan history, which has been caused

  in part as a direct result of the application of the Regulations and SOP to general

  SBA loan matters, is now creating a further impediment to various businesses that

  find themselves unable to even apply for PPL’s – even at banks where they have

  long-maintained their business accounts.

        629. Other businesses have been negatively affected by the utilization of the

  Regulations and SOP upon PPL applications and seek to be added as plaintiffs to

  this action. Plaintiffs’ counsel has been required, however, to “close” the addition

  of other businesses as plaintiffs in order to freeze the pleadings and accomodate the

  emergency relief as prayed for here. It is presently intended that those other

  businesses will be added as additional plaintiffs at a later date.

        630. As set forth more fully below, the Regulations and SOP are invalid and

  unenforceable for numerous reasons under administrative law and the First and Fifth



                                            154
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  Amendments to the United States Constitution. The Defendants. position that the

  Regulations and SOP are valid and may be enforced is not substantially justified.

      COUNT I – THE REGULATIONS AND SOP VIOLATE THE FIRST
                          AMENDMENT

        631. Plaintiff incorporates herein by reference each and every paragraph

  above as though fully set forth herein.

        632. In asserting their First Amendment challenges to the Regulations and

  SOP, Plaintiff asserts not only their own rights but also the rights of their employees,

  and the entertainers who perform on its premises.

        633. The SBA and its Administrator have taken various positions as to the

  meaning of the Regulations, including but not limited to that they exclude from PPP

  eligibility businesses which present entertainment that is “erotic.”

        634. The Regulations and the SOP violate and are contrary to the First

  Amendment of the United States Constitution, on their face and as applied to

  Plaintiff, for numerous and various reasons including but not limited to:

        a.     They are impermissible content-based restrictions on speech and

               expression that cannot pass muster under strict scrutiny;

        b.     They are impermissible content-neutral restrictions and expression that

               cannot pass muster under intermediate scrutiny;



                                            155
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2357 Filed 06/18/20 Page 156 of 169




        c.     They fail to conform to the constitutional standards regarding

               obscenity;

        d.     They violate the doctrine of unconstitutional conditions;

        e.     They are unconstitutionally vague under the vagueness standards for

               matters impacting speech and expression; and

        f.     They are substantially overbroad in relation to their legitimate sweep.

        635. As a direct and proximate result of the unconstitutional aspects of the

  Regulations and SOP and the Defendants’ and their delegates’ application of the

  Regulations and the SOP against Plaintiffs and their interests, Plaintiffs, their

  employees, and the entertainers who perform on Plaintiffs’ premises have suffered

  and will continue to suffer irreparable injuries, including but not limited to financial

  ruin, business ruination, and the inability of present protected First Amendment

  protected entertainment.




                                            156
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2358 Filed 06/18/20 Page 157 of 169




     COUNT II – THE REGULATIONS AND SOP VIOLATE THE FIFTH
                         AMENDMENT

        636. Plaintiff incorporates herein by reference each and every paragraph

  above as though fully set forth herein.

        637. The Regulations and the SOP violate and are contrary to the Fifth

  Amendment of the United States Constitution, on their face and as applied to

  Plaintiff, for numerous and various reasons including but not limited to:

        a.     They treat establishments presenting certain forms of performance

               dance entertainment, such as Plaintiff, differently from establishments

               presenting other forms of entertainment or no entertainment, for no

               compelling, important, or rational reason;

        b.     They treat workers at establishments presenting certain forms of

               performance dance entertainment, such as Plaintiff, differently from

               workers at establishments presenting other forms of entertainment or

               no entertainment, for no compelling, important, or rational reason;

        c.     They violate Plaintiffs’ rights and thos of theirs employees, and the

               entertainers’ who perform on their premises under the occupational

               liberty component of the Fifth Amendment.

        d.     They are impermissibly vague,



                                            157
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        638. As a direct and proximate result of the unconstitutional aspects of the

  Regulations and SOPS and the Defendants’ and their delegates’ application of the

  Regulations and the SOP against Plaintiffs and their interests, Plaintiffs, their

  employees, and the entertainers who perform on Plaintiffs premises have suffered

  and will continue to suffer irreparable injuries including but not limited to financial

  ruin, business ruination, and the violation of the rights protected by the Fifth

  Amendment of the United States Constitution.

     COUNT III – THE INVALIDITY OF THE REGULATIONS AND SOP

        639. Plaintiff incorporates herein by reference each and every paragraph

  above as though fully set forth herein.

        640. Because it is clear and unambiguous as to which businesses are eligible

  for PPP loans under the CARES Act, including these Plaintiffs, the SBA and its

  Administrator lacked authority to promulgate regulations with restricted or

  otherwise ‘clarified’ what businesses were eligible for PPP Loans.

        641. The Regulations and the SOP fail to serve any legitimate regulatory

  purpose for the SBA or its Administrator as to the PPP provision of the CARES Act

  or otherwise.

        642. The SBA or its Administrator failed to articulate a sufficient regulatory

  purpose for promulgating the Regulations or the SOP, either in general or

  specifically as to the PPP provisions of the CARES Act.
                                            158
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2360 Filed 06/18/20 Page 159 of 169




        643. As a direct and proximate result of the invalid portions of the

  Regulations and SOP and the Defendants’ and their delegates’ application of the

  Regulations and the SOP against Plaintiffs and their interests, Plaintiffs, their

  employees, and the entertainers who perform on Plaintiffs’ premises have suffered

  and will continue to suffer irreparable injuries including but not limited to financial

  ruin and business ruination.

                                 PRAYER FOR RELIEF

        WHEREFORE, for the reasons set forth above, Plaintiff respectfully requests

  this Honorable Court:

        A)     Issue orders granting a Temporary Restraining Order, Preliminary, and

  Permanent Injunction enjoining the Defendants, as well as their employees, agent

  and representatives, including the SBA’s lending banks, from enforcing or utilizing

  in any fashion or manner whatsoever, 13 C.F.R. § 120.110(p) and SBA SOP 50 10

  5(K), Ch. 2(III)(A)(15) in regard to loan applications made pursuant to the Payroll

  Protection Program of the CARES Act. As part of those orders, Plaintiffs further

  request this Honorable Court to:

               1)     Order the Defendants, as well as their employees, agent and

               representatives, to notify, as expeditiously as possible, all SBA lending

               banks to immediately discontinue utilizing 13 C.F.R. § 120.110(p)

               and/or SBA SOP 50 10 5(K), Ch. 2(III)(A)(15) in their Payroll
                                           159
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2361 Filed 06/18/20 Page 160 of 169




              Protection Program loan applications, and as criteria for determining

              Payroll Protection Program loan application eligibility, and to fully

              process all Payroll Protection Program loan applications without

              reference to such regulations and procedures;

              2)     Order the Defendants, as well as their employees, agent and

              representatives, including their lending banks, to grant all Payroll

              Protection Program loan applications of the Plaintiffs if they otherwise

              qualify for such loans if not for the provisions of 13 C.F.R. § 120.110(p)

              and/or SBA SOP 50 10 5(K), Ch. 2(III)(A)(15);

              3)     Order the Defendants, as well as their employees, agent and

              representatives, including the SBA’s lending banks, to restore Plaintiffs

              to their place in the application queue as they were at the time of

              application in the event that their application has already been formally

              denied, derailed, or paused because of the provisions of 13 C.F.R. §

              120.110(p) and/or SBA SOP 50 10 5(K), Ch. 2(III)(A)(15);

        B)    Enter an award of attorneys’ fees and costs against the Defendants and

  in favor of the Plaintiff pursuant to 28 U.S.C. § 2412 and otherwise; and

        C)    Enter such other and further relief as this Court may find to be

  warranted in these circumstances.


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                                       Respectfully Submitted:

  Dated: May 22, 2020                        /s/ Matthew J. Hoffer
                                       BRADLEY J. SHAFER (MI P36604)
                                       Brad@BradShaferLaw.com
                                       MATTHEW J. HOFFER (MI P70495)
                                       Matt@BradShaferLaw.com
                                       SHAFER & ASSOCIATES, P.C.
                                       3800 Capital City Boulevard, Suite 2
                                       Lansing, Michigan 48906
                                       (517) 886-6560
                                       Counsel for All Plaintiffs

                                       Gary S. Edinger*
                                       GSEdinger12@gmail.com
                                       BEJAMIN, AARONSON, EDINGER &
                                         PATANZO, P.A.
                                       305 N.E. 1st Street
                                       Gainesville, Florida 32601
                                       (352) 338-4440
                                       Co-counsel for Plaintiffs JCB of Gainesville,
                                       Inc. and VC Lauderdale

                                        Peter E. Garrell*
                                        PGarrell@FortisLaw.com
                                        FORTIS, LLP
                                        650 Town Center Drive, Suite 1530
                                        Costa Mesa, California 92626
                                        (714)795-2363
  Co-Counsel for Plaintiffs Brookhurst Venture, LLC; City of Industry Hospitality
  Venture, Inc.; Farmdale Hospitality Services, Inc.; Inland Restaurant Venture I,
  Inc.; Midnight Sun Enterprises, Inc.; Olympic Avenue Venture, Inc.; The Oxnard
  Hospitality Services, Inc.; Platinum SJ Enterprise; Rouge Gentlemen’s Club, Inc.;
  Washington Management, LLC; PNM Enterprises, Inc.; Rialto Pockets, Inc.; Santa
  Barbara Hospitality Services, Inc.; Santa Maria Restaurant Enterprises, Inc.; The
  Spearmint Rhino Adult Superstore, Inc.; High Expectations Hospitality, LLC;
  Kentucky Hospitality Venture, LLC; K-Kel, Inc.; L.C.M., LLC; Nitelife, Inc.; Penn
  Ave Hospitality, LLC; Sarie’s Lounge, LLC; World Class Ventures, LLC; W.P.B.

                                        161
Case 4:20-cv-10899-MFL-DRG ECF No. 56, PageID.2363 Filed 06/18/20 Page 162 of 169




  Hospitality, LLC; The Spearmint Rhino Companies Worldwide, Inc.; and Spearmint
  Rhino Consulting Worldwide, Inc.

                                      *Admitted pro hac vice




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                           CERTIFICATE OF SERVICE

         I certify that on June 18, 2020, I electronically filed the foregoing document
  with the Clerk of the Court using the ECF system, which will send notification of
  such filing to all counsel of record.


                                              /s/ Matthew J. Hoffer
                                         Matthew J. Hoffer (MI P70495)
                                         SHAFER & ASSOCIATES, P.C.


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