Case 3:11-md MMA-MDD Document 281 Filed 11/06/15 Page 1 of 3

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1 Case 3:11-md MMA-MDD Document 281 Filed 11/06/15 Page 1 of Douglas J. Campion (SBN 75381) THE LAW OFFICES OF DOUGLAS J. CAMPION, APC Via Del Campo, Suite 100 San Diego, CA Telephone: (619) doug@djcampion.com James O. Latturner EDELMAN COMBS LATTURNER & GOODWIN, LLC 20 S. Clark Street, Suite 1500 Chicago, Illinois Telephone: (312) info@edcombs.com Attorneys for Plaintiffs and the Settlement Class UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA IN RE: MIDLAND CREDIT MANAGEMENT, INC., TELEPHONE CONSUMER PROTECTION ACT LITIGATION Case No. 11-md-2286-MMA (MDD) Member cases: 10-cv cv cv cv CLASS ACTION PLAINTIFFS NOTICE OF MOTION AND UNOPPOSED MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND CERTIFICATION OF SETTLEMENT CLASS Date: December 8, 2015 Time: 2:00 p.m. Courtroom:3A Judge Michael M. Anello Case No. 11-md-2286-MMA (MDD) PLAINTIFFS NOTICE OF MOTION AND MOTION FOR PRELIM. APPROVAL

2 Case 3:11-md MMA-MDD Document 281 Filed 11/06/15 Page 2 of TO ALL PARTIES AND THEIR COUNSEL OF RECORD: PLEASE TAKE NOTICE that on December 8, 2015, at 2:00 p.m., or as soon thereafter as the matter may be heard before the Honorable Michael M. Anello, U. S. District Judge for the Southern District of California, Plaintiffs Christopher Robinson, Eduardo Tovar, and Dave Scardina (hereinafter referred to as Plaintiffs ) will move and hereby do move, for: (i) conditional certification of Plaintiffs as class representatives, (ii) conditional certification of Plaintiffs attorneys as class counsel, (iii) preliminary approval of Class Action Settlement Agreement pursuant to Rule 23 of the Federal Rules of Civil Procedure, (iv) approval of the manner and form of giving of the Class Notice; and (v) establishment of a time table for providing notice to the class, lodging objections to the terms of the settlement, and holding a hearing regarding final approval of the settlement. This motion is made on the grounds that: (i) the settlement is in the best interests of the Class Members and the terms of the settlement are within the range of approval; (ii) the proposed manner and form of giving notice of the settlement to Class Members, given the practical constraints of this litigation, would fairly apprise Class Members of the terms of the settlement; and (iii) the proposed timetable for publishing the class notice, lodging objections to the terms of the settlement, and holding a hearing regarding final approval of the settlement is appropriate. This motion is based on this Notice of Motion and Unopposed Motion, the Memorandum of Points and Authorities, the supporting declarations and attachments thereto (including the Settlement Agreement and Release and proposed forms of Class Notice), and the complete files and records in this action Case No. 11MD02286 MMA MDD -1- PLAINTIFFS NOTICE OF MOTION AND MOTION FOR PRELIM. APPROVAL

3 Case 3:11-md MMA-MDD Document 281 Filed 11/06/15 Page 3 of Dated: November 6, 2015 Dated: November 6, 2015 LAW OFFICES OF DOUGLAS J. CAMPION, APC /s/ Douglas J. Campion Douglas J. Campion Via Del Campo, Suite 100 San Diego, CA Telephone: (619) EDELMAN COMBS LATTURNER & GOODWIN, LLC /s/james O. Latturner James O. Latturner 20 S. Clark Street, Suite 1500 Chicago, Illinois Telephone: (312) Attorneys for Plaintiffs and the Settlement Class 28 Case No. 11MD02286 MMA MDD -2- PLAINTIFFS NOTICE OF MOTION AND MOTION FOR PRELIM. APPROVAL

4 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 1 of Douglas J. Campion (SBN 75381) THE LAW OFFICES OF DOUGLAS J. CAMPION, APC Via Del Campo, Suite 100 San Diego, CA Telephone: (619) doug@djcampion.com James O. Latturner EDELMAN COMBS LATTURNER & GOODWIN, LLC 20 S. Clark Street, Suite 1500 Chicago, Illinois Telephone: (312) info@edcombs.com Attorneys for Plaintiffs UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA IN RE: MIDLAND CREDIT MANAGEMENT, INC., TELEPHONE CONSUMER PROTECTION ACT LITIGATION Case No. 11-md-2286-MMA (MDD) Member cases: 10-cv cv cv cv CLASS ACTION PLAINTIFFS MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF UNOPPOSED MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND CERTIFICATION OF SETTLEMENT CLASS Date: December 8, 2015 Time: 2:00 p.m. Courtroom: 3A Judge Michael M. Anello 28 Case No. 11-md-2286-MMA (MDD) MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

5 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 2 of Case No. 11-md-2286-MMA (MDD) TABLE OF CONTENTS I. Introduction... 1 II. Statement of Facts... 2 A. Factual Background... 2 B. Proceedings to Date... 3 C. Consent Order... 3 III. The Settlement... 4 A. The Class The Definition of the Settlement Class The Two Categories of Settlement Class Members... 5 a. The Direct Mail Notice Group... 5 b. The Publication Notice Group... 5 B. Cash and Credit Settlement Fund The Cash Component of the Settlement Fund The Credit Component of the Settlement Fund Payment of Costs of Notice and Claims Administration Payment of Attorneys Fees and Costs of Litigation to Plaintiffs Counsel... 8 C. The Class Notice... 8 D. The Claims Process Filing a Claim Determining if the Claim is a Cash Component Or Credit Claim Notification of Credit Component Group Members And Opportunity to Contest Inclusion E. Opportunity to Opt Out and Object F. Scope of Release G. Termination of Settlement H. Payment of Notice and Administrative Costs by Defendants i- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

6 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 3 of I. Class Representatives Incentive Awards J. Attorneys Fees and Litigation Expenses K. Cy Pres Distribution IV. Argument A. Legal Standards for Preliminary Approval of a Class Action Settlement B. The Proposed Settlement is Fair, Reasonable and Adequate and Should be Preliminarily Approved Liability Is Highly Contested and Both Sides Face Significant Challenges In Litigating this Case The Settlement Benefits The Class Because Defendants Are Accepting the Class Members Representations About Consent and Thereby Tacitly Waiving Any Defense Based On Consent As To Settlement Class Members The Settlement Provides Relief To Settlement Class Members for Whom Individual Suits Would Not Be Economical C. This Settlement With a Value of In Excess of $20 Million Provides a Fair and Substantial Benefit to the Class D. The Settlement Was Reached As The Result of Arms - Length Negotiation, Without Collusion, With the Assistance of an Experienced Mediator E. Experienced Counsel Have Determined That the Settlement is Appropriate and Fair to the Class F. The Class Should be Preliminarily Certified for Settlement Purposes G. The Proposed Method of Class Notice is Appropriate H. The Court Should Appoint Plaintiffs as the Class Representatives and Co-Lead Counsel as Class Counsel I. The Court Should Appoint KCC as the Claims Administrator J. A Final Approval Hearing Should be Scheduled V. Conclusion Case No. 11-md-2286-MMA (MDD) -ii- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

7 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 4 of Cases Couser v. Apria Healthcare, Inc., Case No. 11-md-2286-MMA (MDD) Table Of Authorities 13-cv JVS-RNB, (C.D. Cal. Oct. 27, 2014) Cullen v. Whitman Medical Corp., 197 F.R.D. 136, 143 (E.D. Pa. 2000) Eovaldi v. First Nat'l Bank, 57 F.R.D. 545 (N.D. Ill. 1972) Follansbee v. Discover Fin. Serv., Ltd., No. 99 C 3827, 2000 WL , at *5 (N.D. Ill. June 21, 2000) Fox v. Asset Acceptance, LLC, 14-cv-734-GW (FFMx) (C.D.Cal. Aug. 17, 2015) Gutierrez v. Barclays Group, 3:10-cv DMS-BGS (S.D. Cal. March 12, 2012) Hanlon v. Chrysler Corp., 150 F.3d 1011 (9th Cir. Cal. 1988)... 14, 22 Haynes v. Logan Furniture Mart, Inc., 503 F.2d 1161, 1165 (7th Cir. 1974) In re Folding Carton Antitrust Litigation, 75 F.R.D. 727, 732 (N.D. Ill. 1977) In re Global Crossing Sec. and ERISA Litig., 225 F.R.D. 436, 460 (E.D. Pa. 2000) In re Lloyd's Am. Trust Fund Litig., 2002 U.S. Dist. LEXIS 22663, 45 (S.D.N.Y. Nov. 26, 2002) In re Omnivision Tech., Inc., 559 F. Supp. 2d 1036 (N.D. Cal. Jan. 9, 2008) In re Prudential Sec. Inc. Ltd. Partnerships Litig., 163 F.R.D. 200 (S.D.N.Y. 1995) iii- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

8 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 5 of In re Wireless Facilities, Inc. Sec. Litig. II, 253 F.R.D. 607 (S.D. Cal. 2008)... 21, 22 Kirkorian v. Borelli, 695 F. Supp. 446 (N.D. Cal.1988) Lake v. First Nationwide Bank, 156 F.R.D. 615, (E.D.Pa 1994) Lerwill v. Inflight Motion Pictures, Inc., 582 F.2d 507, 512 (9th Cir. 1978) Linney v. Cellular Alaska P ship, 151 F.3d 1234 (9th Cir. 1998) Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306 (1950) National Rural Tele. Coop. v. DIRECTV, Inc., 221 F.R.D. 523 (C.D. Cal. 2004) Officers for Justice v. Civil Service Comm n, 688 F.2d 615 (9th Cir. 1982) Pepper v. Midland Credit Management, Inc., CU-BT-CTL (Cal. Superior Ct., San Diego, Sept. 9, 2013) Pigford v. Glickman, 185 F.R.D. 82, 109 (D. D.C. 1999) Hurwitz v. R.B. Jones Corp., 76 F.R.D. 149 (W.D.Mo. 1977) Scholes v. Stone, McGuire & Benjamin, 143 F.R.D. 181, 189 (N.D. Ill. 1992) Silber v. Mabon, 18 F.3d 1449, 1454 (9th Cir. 1994) Utility Reform Project v. Bonneville Power Admin, Case No. 11-md-2286-MMA (MDD) -iv- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

9 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 6 of F.2d 437 (9th Cir. 1989) West Virginia v. Chas. Pfizer & Co., 440 F.2d 1079 (2d Cir. 1971) Ybarrondo v. NCO Financial Systems, Inc., 05-cv L-JMA (S.D. Cal.Oct. 8, 2009) Statutes 28 U.S.C 1715(b) U.S.C 227 et seq... 3, 12 California Civil Code Rules Fed. R. Civ. P Fed. R. Civ. P. 23(b)(3)... 2 Fed. R. Civ. P. 23(c)(2)(B)... 22, 23 Fed. R. Civ. P. 23(e) Fed. R. Civ. P. 23(e)(1)(B) Other 4 Herbert B Newberg, Newberg on Class Actions (4th ed and Supp. 2004) et seq, , 14 S. REP. NO , at 6 (1991), as reprinted in 1991 U.S.C.C.A.N. 1968, Manual for Complex Litigation (4th ed. 2004) et seq Manual for Complex Litigation (4th ed. 2004) , 15 Manual for Complex Litigation (4th ed. 2004) Manual for Complex Litigation (4th ed. 2004) Newberg on Class Actions 8:29 (5 th ed.) James Wm Moore, 5 Moore s Fed. Prac. (3d ed. 2001) [3] Case No. 11-md-2286-MMA (MDD) -v- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

10 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 7 of I. INTRODUCTION Plaintiffs Christopher Robinson, ( Robinson ), Eduardo Tovar ( Tovar ), and Dave Scardina ( Scardina ) (collectively Plaintiffs ), move Case No. 11-md-2286-MMA (MDD) -1- for preliminary approval of a proposed settlement (the Settlement ) of this action (the Litigation ), which is unopposed by defendants Midland Funding, LLC ( Midland Funding ), Midland Credit Management, Inc. ( MCM ), and Encore Capital Group, Inc. ( Encore ) (collectively referred to as Defendants ). 1 The terms 2 of the Settlement are set forth in the Settlement Agreement and Release (hereinafter the Agreement ) attached as Exhibit 1 to the Declaration of Douglas J. Campion In Support of Motion for Preliminary Approval ( Campion Decl. ) filed herewith. The Settlement provides the following benefits to the Class: 1. $13,0000,000 Credit Component, with pro rata credits to be credited to the Approved Claimants with outstanding balances on their present collection accounts with Defendants, reducing the amounts owed to Defendants. 2. $2,000,000 Cash Component, with pro rata cash payments to be paid to the Approved Claimants that either never had a collection account with Defendants, or if they did, they presently have a zero balance. 3. All costs of Notice and Claims Administration presently estimated to be between $3,098,608 and $3,352,407, based on estimated claims rates of 1% and 5%, respectively, paid by Defendants. Administration costs include the cost of direct-mail Postcard Notice to approximately 6,156,500 persons, publication and internet banner notice to the remainder of the Settlement Class, estimated to be an additional 35 million persons. 4. Attorneys fees and costs of litigation to be paid by Defendants to Plaintiffs counsel, subject to Court approval, in the amount of up to $2,400,000. Thus, the Settlement has a value of at least $20 million. 1 Plaintiffs and Defendants are referred to collectively as the Parties. 2 Unless otherwise specified, defined terms used in this memorandum are intended to have the meaning ascribed to those terms in the Agreement. MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

11 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 8 of The Settlement, which was negotiated over a period of thirty months, resulted from approximately eleven mediation sessions with Judge Herbert Hoffman (Ret.), additional negotiations between the Parties, informal discovery and Case No. 11-md-2286-MMA (MDD) -2- formal confirmatory discovery, including interrogatories, document requests and a Rule 30(b)(6) deposition. While Plaintiffs are confident of a favorable determination on the merits, they have determined that the proposed Settlement provides significant benefits to, and is in the best interests of, the Settlement Class. Plaintiffs also believe that the Settlement is appropriate in light of the expense and time required to pursue the Litigation, as well as the uncertainty, risk, and difficulties of proof inherent in prosecuting claims like those asserted by Plaintiffs. Similarly, as evidenced by the Agreement, Defendants believe they have substantial and meritorious defenses to Plaintiffs claims, but nonetheless have determined that it is desirable to settle the Litigation on the terms set forth in the Agreement. Accordingly, Plaintiffs move the Court for an order preliminarily approving the proposed Settlement as fair, adequate and reasonable, and within the range of possible final approval and provisionally certifying the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) for settlement purposes. Plaintiffs seek confirmation that previously appointed Plaintiffs Interim Co-Lead Counsel may continue to serve as Co-Lead Counsel for the Class for settlement purposes. Plaintiffs seek Court approval of the Notice program, and that it constitutes the best notice practicable under the circumstances, and satisfies due process, Rule 23, and other applicable law. Lastly, Plaintiffs seek an Order setting the date and time for the Final Approval Hearing, and setting Claims, Objection and Opt-Out deadlines. II. STATEMENT OF FACTS A. Factual Background Defendants or their subsidiaries were at all relevant times, and in particular between November 2, 2006 through August 31, 2014, inclusive (the Class MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

12 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 9 of Period ), involved or engaged in the business of purchasing debts owed, or allegedly owed by consumers, and attempting to collect them. In this suit, Plaintiffs allege that, in their efforts to collect debts from consumers, Defendants violated the Telephone Consumer Protection Act, 47 U.S.C. 227 et seq., ( TCPA ), by calling cellular telephones without prior express consent, using an automatic telephone dialing system and/or using an artificial or prerecorded voice, and that Plaintiffs are entitled to statutory damages. Defendants have denied and continue to deny that they violated the TCPA. B. Proceedings to Date On November 2, 2010 and December 17, 2010 respectively, Plaintiffs Robinson and Tovar filed actions against Defendants in this Court. On May 11, 2011, Plaintiff Scardina filed an action against Defendants in the United States District Court for the Northern District of Illinois. The complaints in all three actions alleged that Defendants violated the TCPA. Campion Decl. 2. On October 11, 2011, Plaintiffs actions were transferred to this Court for coordinated or consolidated pretrial proceedings. (Dkt. No. 1.) On March 13, 2012, the Court appointed Interim Co-Lead Counsel and Liaison Counsel. (Dkt. No. 21.) On July 11, 2013, Plaintiffs filed a Consolidated Complaint (Dkt. No. 23) which Defendants answered on August 17, (Dkt. No. 27.) On December 3, 2012, Defendants filed a Motion to Stay on Primary Jurisdiction Grounds (Dkt. No. 40) which, after briefing and oral argument, the Court denied on January 7, (Dkt. No. 45.) Id. 3. Subsequent to that ruling, the Parties began protracted settlement discussions with the assistance of mediator Judge Herbert B. Hoffman (Ret.) of Judicate West, resulting in a settlement, approximately thirty months later. Id. C. Consent Order On September 9, 2015, the U.S. Consumer Financial Protection Bureau ( CFPB ) entered a consent order ( Consent Order ), 2015-CFBB-0022, with, inter alia, the Defendants in this case, MCM, Midland Funding and Encore. Case No. 11-md-2286-MMA (MDD) -3- The MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

13 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 10 of Consent Order requires Defendants to cease and desist in certain practices relating to their debt collection practices. Case No. 11-md-2286-MMA (MDD) After investigation, Plaintiffs counsel have concluded that the Consent Order will have little or no impact on the settlement because Defendants have represented the accounts of identified class members in the Notice List total only 11,557 out of the 6,156,500 identified class members are affected by the Consent Order ( %). Campion Decl. 22. III. THE SETTLEMENT A. THE CLASS. 1. The Definition Of The Settlement Class. The terms Class, Class Members, or "Settlement Class" are defined in the Agreement, 2.10 (a), as follows: The Settlement Class consists of all persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. 3 There are a total of approximately 41 million persons in the Settlement Class, with approximately 6,156,500 persons in the Settlement Class that have been identified as members of the Class that will be mailed personal, direct mail Notice as detailed below. Agreement, Telephone numbers that may have been used by the approximately 41 million persons in the Settlement Class are listed in a searchable database containing every cell phone number called by Defendants during the Class Period ( the Cellphone Number List ) to be provided to the Claims Administrator. Agreement, The method of determining Class membership and those getting Direct Mail Notice was confirmed by Plaintiffs 3 Excluded from the Settlement Class are the Judges to whom this Litigation is assigned, any member of the Judges staffs and immediate families, and any person who validly requests exclusion from the Class. Agreement, 2.10 (b). -4- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

14 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 11 of counsel as sufficient during the confirmatory discovery process. Campion Decl. 11, 13, 21. Also as part of the Settlement process, and as part of the confirmatory discovery process, an independent third party, CompliancePoint, was hired to analyze that entire database of numbers to confirm 1) the number of numbers on the list, and 2) how many of the called numbers were in fact cellphone numbers. Agreement, (The cost is to be paid for by Defendants as part of the cost of Claims Administration.) CompliancePoint s report confirmed that there were 41,892,483 numbers but of that amount, 172,021 were not cellphone numbers, reducing the number of cell phone numbers on their list to approximately 41,720,462, a number within less than 1% of the number represented by Defendants as having been called. Campion Decl. 12. Therefore, Plaintiffs counsel are satisfied that the number of cellphones called that make up the Class is accurate. 2. The Two Categories Of Settlement Class Members. The Settlement Class consists of two categories of persons: 1) Persons who were called by Defendants and can be identified from Defendants records ( the Direct Mail Notice Group ); and 2) persons who were called by Defendants who cannot be identified from Defendants records ( the Publication Notice Group ). The category in which any Settlement Class Member falls depends on whether Defendants records identify them by name and address. a. The Direct Mail Notice Group. Based on Defendants records, there are approximately 6,156,500 members of this group and they will all be mailed personal, direct mail Notice. Agreement, 2.26; ; Campion Decl. 10, 12. The number of Settlement Class Members on the Notice List (the list of persons receiving direct-mail notice) was confirmed in written confirmatory discovery responses and in a confirmatory discovery Rule 30(b)(6) deposition. Campion Decl., 13, 21. b. The Publication Notice Group. 28 Case No. 11-md-2286-MMA (MDD) -5- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

15 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 12 of The second category of persons in the Settlement Class contains of persons called by Defendants who are not on the Notice List. This group consists of Settlement Class Members for whom Defendants do not have a record that identifies them as receiving a call on a cell phone. These Settlement Class Members may or may not have, or had, any accounts with Defendants. Agreement, There are approximately 35,279,415 such cellphone numbers on that list. The persons that own or have owned those numbers called during the Class Period will receive notice of the Settlement by Internet and Publication Notice. The amount of cellphone numbers called in this group was also confirmed in written confirmatory discovery responses and in a confirmatory discovery Rule 30(b)(6) deposition. Campion Decl., 10-13, 21.Therefore, Plaintiffs counsel are satisfied with the process of determining Class membership and the number of Class members. B. Cash and Credit Settlement Fund. Under the Settlement, Defendants agree to pay or give credits to existing accounts in an amount of $15,000,000 to settle this lawsuit. That amount consists of a $2 million Cash Component and a $13 million Credit Component. 1. The Cash Component Of The Settlement Fund. The Cash Component of the Settlement Fund is chiefly for those Settlement Class Members who do not owe, or who do not believe they owe, Defendants any money. Agreement, 5.02, Each Settlement Class Member eligible to receive a share of the Cash Component of the Settlement Fund will receive a pro rata share; the amount of each Settlement Class Member s recovery will depend on the number of valid cash component claims that are submitted. There is no minimum or maximum amount that any Settlement Class Member is entitled to receive. Agreement, Case No. 11-md-2286-MMA (MDD) The Cash Component is less than the Credit Component because the group to be covered by the Cash Component is estimated by Defendants to be approximately 10% of the persons on the Notice List. Campion Decl., 5. In addition to payments to Settlement Class Members, the -6- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

16 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 13 of Cash Component will pay incentive payments to Plaintiffs ($2,500 each for a total of $7,500), and if necessary the fees and costs of a Special Master for any mediation services required in connection with the administration and implementation of the Settlement. Any portion of the $2 million Cash Component of the Settlement Fund from uncashed checks will be donated to one or more approved cy pres recipients. Id.; Agreement, 5.02, 8.08, The Credit Component Of The Settlement Fund. The Credit Component of the Settlement Fund is for those Settlement Class Members who Defendants believe have existing balances on one or more accounts for which Defendants are attempting to collect. Agreement, Each Settlement Class Member eligible to receive a share of the Credit Component of the Settlement Fund will receive a pro rata share of the Credit Component, the amount of which will depend on the number of approved Credit Component claims. Id. The recovery will be in the form of a credit on the account on which money is owed by the Settlement Class Member receiving a Credit Component amount. If such a Settlement Class Member has more than one account, the credit will go to the account with the smallest balance. Id. If the balance on the account with the smallest balance is less than the pro rata account credit, then the remaining portion of the credit will be applied to the account with the next highest balance. Id. If the amount of the pro rata account credit exceeds the balance of all of a Settlement Class Member s accounts, he or she is not entitled to any cash payment. Id. In determining whether a claimant has an outstanding balance on an account, Defendants may, but are not required to, disregard any amounts owed to Defendants for which Defendants have determined that they will not pursue collection efforts within a reasonable time. Id. 3. Payment of Costs of Notice and Claims Administration. The Agreement requires Defendants to pay separately for all costs of Direct Mail Notice and Publication Notice and Claims Administration, and that estimate is Case No. 11-md-2286-MMA (MDD) -7- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

17 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 14 of between $3,098,608 and $3,352,407, based on estimated claims rates of 1% to 5%. Agreement, ; Campion Decl. 7. Defendants payment of administration costs is a value to the Class because otherwise those costs would be paid by and deducted from the Settlement Fund. 4. Payment of Attorneys Fees and Costs of Litigation to Plaintiffs Counsel. In addition, Defendants agree to pay attorneys fees and costs of litigation to Plaintiffs counsel, subject to Court approval, in the amount not to exceed $2,400,000. Agreement, 5.05, That, too, is a value to the Settlement Class as otherwise counsel would be seeking payment of fees and costs from the Settlement Fund. Thus, the Settlement has a value of at least $20 million. C. The Class Notice As detailed in the Settlement Notice Plan, Exhibit E to the Agreement, the Notice Plan to be administered by the Claims Administrator includes direct mail notice, publication of the notice in national consumer publications, internet banner ads strategically placed to maximize the dissemination of the Notice, a dedicated Settlement Website, a long form notice substantially in the form of Exhibit B to the Agreement, which, inter alia, will be posted on the Settlement Website, a press release, and a toll-free number to call to obtain more information about the Settlement. See Agreement, and Exhibits B, D-F to the Agreement and KCC s Declaration of Daniel Rosenthal Re Settlement Notice Plan and Notice Documents, 6-11 ( Rosenthal Decl. ) filed herewith. This Settlement Notice Plan has been developed by the Claims Administrator KCC based upon their many years of experience. Agreement, Ex. E, Rosenthal Decl. Notice of the Settlement will be disseminated by the forms of notice determined to best reach both the identified persons who are receiving Direct Mail Notice and the persons who will receive Publication Notice only. See analysis in the Settlement Notice Plan; as developed the notice is anticipated to reach Case No. 11-md-2286-MMA (MDD) -8- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

18 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 15 of approximately 75.2% of likely Settlement Class members, on average 1.8 times each. See Agreement, Exhibit E, pp. 5-10; Rosenthal Decl. 28. KCC will provide individual notice via direct mail by a Postcard Notice to the approximately 6,156,500 Direct Mail Notice Class Members. Agreement, 9.01, Exhibit C, Exhibit E at 11; Rosenthal Decl. 17. That postcard Notice summarizes the terms of the Settlement, instructs how to make a claim, how to opt out or object, and directs the recipient to a toll-free telephone number and a website, to obtain more information about the Settlement. Agreement, Exhibit C. Before mailing the postcard Notice, the Claims Administrator will obtain updated addresses from the United States Postal Service s National Change of Address database. To attempt to further reach the Class Members, the Claims Administrator will r notices that are returned as undeliverable that contain a forwarding address and will undertake a reasonable search to locate current addresses for persons whose notices are simply returned undeliverable. Agreement, Rosenthal Decl Publication Notice of the Settlement will be disseminated pursuant to the Settlement Notice Plan developed by KCC, Exhibit E; Rosenthal Decl That notice will include the publication and internet banner notice, all intended and calculated to reach the approximately 35 million persons whom Defendants called but whose identities are unknown. Notice of the Settlement will be disseminated in national consumer publications including Cosmopolitan, People, Reader s Digest and National Geographic, which have adult audiences ranging from over 16 million persons (Cosmopolitan) to over 42 million persons (People). Id., see Agreement, Exhibit E, pp A press release will be issued and disseminated to further disseminate notice of the Settlement and to facilitate internet searches about the Settlement. See Agreement, Ex. F. As set forth in Exhibit E, Settlement Notice Plan prepared by KCC, pp and the Rosenthal Decl. 28, KCC s Notice Plan is expected to reach 75.2% of Class Members, on average 1.8 times each. That is Case No. 11-md-2286-MMA (MDD) -9- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

19 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 16 of sufficient to meet Ninth Circuit requirements, as detailed below. D. The Claims Process. 1. Filing a Claim. Settlement Class Members shall have 90 days from the beginning of the notice period to submit claims. Agreement, A claim can be submitted by calling a toll-free number, submitting a claim online at the Settlement Website, or by submitting a completed Claim Form that is downloaded from the Settlement Website to the Claims Administrator by mail or otherwise. Agreement, Settlement Class Members can submit only one claim regardless of the number of accounts they may have or regardless of the number of times they were called by Defendants. Agreement, 10.01, If any person believes they were called by Defendants, but are not identified in Defendants records and therefore did not receive a Notice Postcard, they can easily check with the Claims Administrator to determine if their cell phone number is on the Cell Phone Number List. Agreement, If it is, they can make a claim, as detailed below. A person is deemed an Approved Claimant by the Claims Administrator if he or she submits a claim and is either (1) a person who received the Postcard Notice with a Claim Identification number; or (2) a person who did not receive Direct Mail Notice but his or her cell phone number was called by Defendants and the cell phone number is contained on the Cell Phone Number List, the list of all the numbers called by Defendants during the Settlement Class Period. Id. By filing a claim, the claimants are acknowledging that they were called without consent, as per the claim instructions. 2. Determining if the Claim is a Cash Component or Credit Claim. If an Approved Claimant has no existing account with Defendants, that Claimant will receive a portion of the Cash Component, on a pro rata basis. Agreement, 10.03; In order to determine which claims are to be included Case No. 11-md-2286-MMA (MDD) -10- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

20 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 17 of in the Cash Component Group or the Credit Component Group, the Claims Administrator will provide the Defendants with the Approved Claims as received on a rolling basis during the Claims Period. The Defendants will then determine from their records whether the Approved Claimants have an existing account with Defendants and will so advise the Claims Administrator as expeditiously as they are able, with the goal of expediting the claims process and the Court approval process by having the analysis as complete as possible by the end of the Claims Period. If there is an existing account for the Approved Claimant, that Approved Claimant will receive a credit from the Credit Component portion, on a pro rata basis. 3. Notification of Credit Component Group Members and Opportunity to Contest Inclusion. The Claims Administrator will notify by mail each of the Credit Component Approved Claimants and advise them that Defendants have an existing account for them, that they will be receiving a credit, and the approximate range of the estimated amount of such credit. Agreement, That notice will also advise the Approved Claimant that he or she may dispute whether he or she owes money to Defendants, and the deadline by which to communicate that dispute. Agreement, Any Approved Claimant who fails to contest the receipt of an account credit within the applicable time period (14 days from the date of mailing of the Claims Administrator s letter) shall be conclusively determined to be entitled to a pro rata share of the Credit Component, and not a share of the Cash Component, of the Settlement Fund. Any Approved Claimant who, within the 14 day period, avers in good faith that they do not believe they have an existing account with Defendants shall receive a pro rata share of the Cash Component. Agreement E. Opportunity to Opt Out and Object. Settlement Class members have the right to opt out of the Settlement Class or to object to the terms of the Settlement. Agreement, 12.01, The Direct Mail Notice, the Q & A Notice on the Settlement Website, and information Case No. 11-md-2286-MMA (MDD) -11- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

21 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 18 of available by calling the Toll-Free Number, will inform Settlement Class members of these rights. Agreement, Exs. B and C. F. Scope of Release. Settlement Class Members (those who do not opt-out of the Settlement) release claims related to calls using an automatic dialing system or an artificial or prerecorded voice as asserted in the Consolidated Complaint Agreement, The release also covers any and all provisions, right and benefits, which [Plaintiffs and the Settlement Class] now have or in the future may be conferred to them by section 1542 of the California Civil Code. Agreement, G. Termination of Settlement. If more than 7,500 persons opt-out of the Settlement Class, then Defendants, in their sole discretion, have the right to terminate the Settlement. Agreement, In addition, if the Settlement is not finally approved by the Court or is materially modified in the course of approval proceedings, the Parties have the right to unilaterally terminate the Agreement. Agreement, H. Payment of Notice and Administrative Costs by Defendants. The Agreement provides that Defendants shall pay all costs of notice and administration of the Settlement. The estimated costs of Direct Mail Notice and establishing the claims administration procedures are to be deposited by Defendants into the Settlement Fund Account administered by the Claims Administrator, KCC, 4 "Released Claims" means any and all liabilities, claims, causes of action, damages, penalties, costs, attorneys fees, losses, or demands, whether known or unknown, existing or potential, suspected or unsuspected, which were asserted in the Action or are related to the claims asserted in the Action, any and all claims relating to the making, placing, dialing or initiating of calls using an automatic telephone dialing system or artificial or prerecorded voice, and all claims for violation of the Telephone Consumer Protection Act, 47 U.S.C. 227 and the regulations promulgated thereunder or related thereto, and any and all claims for violation of any laws of any state that regulate, govern, prohibit or restrict the making, placing, dialing or initiating of calls using an automatic telephone dialing system, an artificial or prerecorded voice, or any automated process or technology. Agreement, Case No. 11-md-2286-MMA (MDD) -12- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

22 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 19 of shortly after Preliminary Approval and the remainder paid monthly, with all costs paid no later than two weeks after the Effective Date. Agreement, 8.06, I. Class Representatives Incentive Awards. The Settlement contemplates payment of $2,500 each to the three Class Representatives, subject to Court approval. Agreement, Defendants have agreed not to oppose a request for payment of such amounts. Id. J. Attorneys Fees And Litigation Expenses. Subject to the Court s approval, the Settlement contemplates, and Defendants agree not to oppose, an award of attorneys fees and litigation costs of up to $2,400,000 to be paid separate and apart from the Settlement Fund. Agreement, 5.05; 6.01; Campion Decl. 23. K. Cy Pres Distribution. Any checks distributed from the Cash Component of the Settlement Fund which remain uncashed 180 days after they are issued shall be distributed to one or more cy pres recipients chosen by Settlement Class Counsel, agreed to by Defendants, and approved by the Court. Agreement, 8.08, IV. ARGUMENT A. Legal Standards for Preliminary Approval of a Class Action Settlement A class action may not be dismissed, compromised or settled without the approval of the court. Fed. R. Civ. Proc. 23(e). As described in the Manual for Complex Litigation (Fourth) (Fed. Judicial Center 2004) ( Manual ) 21.63, et seq., Rule 23 prescribes defined procedures and criteria for settlement approval in class action settlements, including preliminary approval, dissemination of notice to class members, and a fairness hearing. Manual, , , The purpose of the Court s preliminary evaluation of a settlement is to determine whether it is within the range of reasonableness, and, thus, whether disseminating notice to the class and scheduling a formal fairness hearing is merited. See 4 Herbert B. Newberg, Newberg on Class Actions et seq., and Case No. 11-md-2286-MMA (MDD) -13- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

23 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 20 of (4th ed and Supp. 2004). Preliminary approval does not require the Court to make an in-depth and final determination that a settlement is fair, reasonable, and adequate. Rather, that decision is made only at the final approval stage, after notice of the settlement has been given to the class members and they have had an opportunity to voice their views of the settlement or to exclude themselves from the settlement. See 5 James Wm. Moore, Moore s Federal Practice Civil [3] (3d ed.). Thus, in considering a potential settlement, the Court need not reach any ultimate conclusions on the issues of fact and law which underlie the merits of the dispute, West Va. v. Chas. Pfizer & Co., 440 F.2d 1079, 1086 (2d Cir. 1971), and need not engage in a trial on the merits. Officers for Justice v. Civil Service Comm n, 688 F.2d 615, 625 (9th Cir. 1982). The decision to approve or reject a proposed settlement is committed to the sound discretion of the trial judge[.] See Hanlon v. Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998). This discretion is to be exercised in light of the strong judicial policy that favors settlements, particularly where complex class action litigation is concerned, because settlements minimize potentially substantial litigation expenses for both sides and conserves judicial resources. See Linney v. Cellular Alaska P ship, 151 F. 3d 1234, 1238 (9th Cir. 1998) (quotations omitted); Utility Reform Project v. Bonneville Power Admin., 869 F. 2d 437, 443 (9th Cir. 1989). Officers for Justice, 688 F.2d at 625. As a result, courts should exercise their discretion to approve settlements in recognition of the policy encouraging settlement of disputed claims. In re Prudential Sec. Inc. Ltd. Partnerships Litig., 163 F.R.D. 200, 209 (S.D.N.Y. 1995). Preliminary approval of the settlement should be granted if there are no reservations about the settlement, such as unduly preferential treatment of class representatives or segments of the class, inadequate compensation or harms to the classes, the need for subclasses, or excessive compensation for attorneys. Manual, , at 321. Case No. 11-md-2286-MMA (MDD) -14- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

24 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 21 of Furthermore, the opinion of experienced counsel supporting the settlement is entitled to considerable weight in deciding whether to give preliminary approval to a settlement. See., e.g., Kirkorian v. Borelli, 695 F.Supp. 446 (N.D. Cal.1988) (opinion of experienced counsel carries significant weight in court s determination of the reasonableness of the settlement). Based on these standards, Plaintiffs respectfully submit that for the reasons detailed below, the Court should preliminarily approve the proposed Settlement as fair, reasonable and adequate. B. The Proposed Settlement Is Fair, Reasonable and Adequate and Should Be Preliminarily Approved -- Liability is Highly Contested and Both Sides Face Significant Challenges in Litigating this Case. Although both Plaintiffs and Defendants strongly believe in the merits of their respective positions, they are acutely aware of the uncertainties and risks associated with complex class action litigation generally and this case in particular. Plaintiffs and Class Counsel have carefully balanced the risks of continued protracted and contentious litigation, and potentially adverse rulings on class certification and the merits, against the benefits to the Class of the Settlement including the significant Settlement Fund. Campion Decl. 8; Declaration of James Latturner in Support of Preliminary Approval ( Latturner Decl. ) 8. Similarly, Defendants recognize that if Plaintiffs succeed in both certifying a class and winning on the merits, the potential damages could be substantially higher than the Settlement agreed upon here. Because of the costs and risks to both sides, the Settlement presents a fair and reasonable alternative to continued litigation. 1. The Settlement Benefits The Class Because Defendants Are Accepting the Class Members Representations About Consent and Thereby Tacitly Waiving Any Defense Based On Consent As To Settlement Class Members. Defendants are tacitly waiving any defense that could be raised against that a Settlement Class Member consented to receive the calls at issue. Defendants collect Case No. 11-md-2286-MMA (MDD) -15- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

25 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 22 of on many credit card accounts. Credit card agreements often provide that if the card is used, the cardmember is agreeing to be robocalled at any number that can be located for the cardmember. As the assignees of such an account, Defendants could raise the consent defense in those individual cases. In addition, there are other ways of obtaining consent. Here, in contrast, and as a benefit to Settlement Class Members, Defendants are agreeing to take class members at their word when they submit their claims and thereby acknowledge that they did not provide consent. This removes consent as an issue and Settlement Class Members recover money or credits without having to contend with Defendants consent defense. 2. The Settlement Provides Relief To Settlement Class Members for Whom Individual Suits Would Not Be Economical. Among other benefits, this case benefits Settlement Class Members who only received one or a very few calls. Where a Class Member has just received a handful of calls, an individual suit is not economically feasible; either no attorney will take the case or, if an attorney does take the case, most of any recovery would go to attorneys fees and costs. Conversely, Settlement Class Members who received a significant number of calls are free to opt out of the Settlement Class. Efficiency is a primary focus in determining whether the class action is the superior method for resolving the controversy presented. Eovaldi v. First Nat'l Bank, 57 F.R.D. 545 (N.D. Ill. 1972). The Court is required to determine the best available method for resolving the controversy in keeping with judicial integrity, convenience, and economy. Scholes v. Stone, McGuire & Benjamin, 143 F.R.D. 181, 189 (N.D. Ill. 1992); Hurwitz v. R.B. Jones Corp., 76 F.R.D. 149 (W.D.Mo. 1977). It is proper for a court, in deciding the "best" available method, to consider the "... inability of the poor or uninformed to enforce their rights, and the improbability that large numbers of class members would possess the initiative to litigate individually." Haynes v. Logan Furniture Mart, Inc., 503 F.2d 1161, 1165 Case No. 11-md-2286-MMA (MDD) -16- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

26 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 23 of (7th Cir. 1974). In this case there is no better method available for the adjudication of the claims which might be brought by each individual debtor. The vast majority of debtors are undoubtedly unaware that their rights are being violated. In addition, persons from whom Defendants are attempting to collect allegedly delinquent debts are, by definition, unlikely to be able to pay to retain counsel to protect their rights on an individual basis. The special efficacy of the consumer class action has been noted by courts and is applicable to this case: A class action permits a large group of claimants to have their claims adjudicated in a single lawsuit. This is particularly important where, as here, a large number of small and medium sized claimants may be involved. In light of the awesome costs of discovery and trial, many of them would not be able to secure relief if class certification were denied.... In re Folding Carton Antitrust Litigation, 75 F.R.D. 727, 732 (N.D. Ill. 1977) (citations omitted). Another court noted: Given the relatively small amount recoverable by each potential litigant, it is unlikely that, absent the class action mechanism, any one individual would pursue his claim, or even be able to retain an attorney willing to bring the action. As Professors Wright, Miller and Kane have discussed, in analyzing consumer protection class actions such as the instant one, 'typically the individual claims are for small amounts, which means that the injured parties would not be able to bear the significant litigation expenses involved in suing a large corporation on an individual basis. These financial barriers may be overcome by permitting the suit to be brought by one or more consumers on behalf of others who are similarly situated.' 7B Wright et al., 1778, at 59. Lake v. First Nationwide Bank, 156 F.R.D. 615, (E.D.Pa 1994). C. This Settlement With a Value In Excess of $20 Million Provides a Fair and Substantial Benefit to the Class. As set forth above in section III. B., Defendants have agreed to pay cash and allocate credits, pay costs of notice and claims administration and attorneys fees and costs to settle this action. The amount Settlement Class members will directly Case No. 11-md-2286-MMA (MDD) -17- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

27 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 24 of receive consists of a $15,000,000 Settlement Fund, divided into a $2 million Cash Component and a $13 million Credit Component. The $13 million Credit Component of the Settlement will distributed to members of the Settlement Class who were called by Defendants and who have accounts with Defendants with a positive balance. Agreement, Debt forgiveness provides real value to the Class Members. The courts often approve class action settlements that employ debt forgiveness and other non-cash benefits as all or part of the settlement consideration. In re Lloyd's Am. Trust Fund Litig., 2002 U.S. Dist. LEXIS 22663, 45 (S.D.N.Y. Nov. 26, 2002) (citing Cullen v. Whitman Medical Corp., 197 F.R.D. 136, 143 (E.D. Pa. 2000) (approving settlement providing cash, forgiveness of indebtedness of class members to defendants and other non-monetary relief); Follansbee v. Discover Fin. Serv., Ltd., No. 99 C 3827, 2000 WL , at *5 (N.D. Ill. June 21, 2000) (approving settlement providing cash and credits usable by some class members to pay down debt to defendant); Pigford v. Glickman, 185 F.R.D. 82, 109 (D. D.C. 1999) (approving settlement providing cash and forgiveness of debt owned by some class members), aff'd, 340 U.S. App. D.C. 420, 206 F.3d 1212 (D.C. Cir. 2000). This settlement is similar to other class action settlements providing credits that have been given final approval. See Couser v. Apria Healthcare, Inc., 13-cv JVS-RNB, Dkt. No. 45, p. 9 (C.D. Cal. Oct. 27, 2014) (preliminarily approving TCPA settlement providing for, depending on the circumstances, a cash payment, forgiveness of debt owed to Apria, and/or a voucher for future account balanced with Apria, given final approval on March 9, 2015); Gutierrez v. Barclays Group, 3:10-cv DMS-BGS (S.D. Cal. March 12, 2012) (TCPA class action where class members were given an estimated $100 credit on their credit card balance with Barclays as part of the settlement); Pepper v. Midland Credit Management, Inc., CU-BT-CTL (Cal. Superior Ct., San Diego, Sept. 9, 2013) (final approval of call recording settlement (Cal. Pen. Code Case No. 11-md-2286-MMA (MDD) -18- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

28 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 25 of ) where each class member was to be given up to $1,000 in debt relief); Ybarrondo v. NCO Financial Systems, Inc., 05-cv L-JMA (S.D. Cal.Oct. 8, 2009) (final approval of FDCPA class settlement that provided for, in part, a waiver of consumer debt with a face value of $5.8 million); Fox v. Asset Acceptance, LLC, 14-cv-734-GW (FFMx) (C.D.Cal. Aug. 17, 2015) ECF 69 (preliminarily approving settlement of $800,000 in credits to Defendant s account holders, out of a $1,000,000 settlement, with a $200,000 cash component, final approval hearing to be held in Feb. 2016). It is of course unknown at this time what the exact amount of individual, pro rata relief Class members in the Credit and Cash Component group will receive. Once the claims are filed and evaluated, those numbers will be known and presented at the Final Approval hearing. However, based on historical claims rates for claims in TCPA cases, it is anticipated the claims rate will be between 2% and 5% for the Direct Mail Notice Group. Based upon the 6,156,500 persons in the Direct Mail Notice Group, the pro rata amount of relief based on $15,000,000 and a 2% claims rate would result in about 123,130 persons receiving approximately $122 in credits or cash. At a 5% claims rate, it would result in about 307,825 persons receiving approximately $49.00 in credits or cash. Therefore, the range of expected cash or credits is well within the range received in other TCPA cases, as will be provided at Final Approval. Thus, the amount each Settlement Class member shall receive is fair, reasonable, and adequate given the purposes of the TCPA and the risk, expense, and uncertainty of continued litigation. The purpose of the TCPA is to protect the privacy interests of residential telephone subscribers by placing restrictions on unsolicited, automated telephone calls. S. REP. NO , at 6 (1991), as reprinted in 1991 U.S.C.C.A.N. 1968, Although the TCPA provides for statutory damages of $500 for each violation, it is well-settled that a proposed settlement may be acceptable even though it amounts to only a small percentage of the potential recovery that might be Case No. 11-md-2286-MMA (MDD) -19- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

29 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 26 of available to the class members at trial. See e.g., National Rural Tele. Coop. v. DIRECTV, Inc., 221 F.R.D. 523, 527 (C.D. Cal. 2004) (noting that it is well settled law that a proposed settlement may be acceptable even though it amounts to only a fraction of the potential recovery ); In re Global Crossing Sec. and ERISA Litig., 225 F.R.D. 436, 460 (E.D. Pa. 2000) ( the fact that a proposed settlement constitutes a relatively small percentage of the most optimistic estimate does not, in itself, weigh against the settlement; rather, the percentage should be considered in light of strength of the claims ); In re Omnivision Tech., Inc., 559 F. Supp. 2d 1036 (N.D. Cal. Jan. 9, 2008) (court-approved settlement amount that was just over 9% of the maximum potential recovery). At statutory damages of $500 per violation for the 41,435,915 cell phone telephone numbers called, Defendants potential damages are in the unreachable tens of billions of dollars. D. The Settlement Was Reached As the Result of Arms -Length Negotiation, Without Collusion, With the Assistance of an Experienced Mediator. The Settlement is the result of intensive arms-length negotiation, including more than eleven mediation sessions with Judge Herbert Hoffman (Ret.) plus extensive negotiations between the Parties on their own as well. Agreement, Campion Decl., 3; Latturner Decl., 3. In connection with the Settlement, Class Counsel conducted written and oral confirmatory discovery to ascertain the accuracy of Defendants representations in mediation as to the number and identity of the Settlement Class members and the cell phone numbers called by Defendants. Campion Decl, 11-13; 21. The Settlement provides for an independent technology consultant hired by KCC, CompliancePoint, who confirmed that the telephones numbers on Defendants Cell Phone Number List are indeed exclusively cell phone numbers, and confirmed that the amount of cellphone numbers on the Cell Phone Number List is 41,720,462. Plaintiffs counsel are satisfied that the information provided by Defendants relating to the number of persons in the Case No. 11-md-2286-MMA (MDD) -20- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

30 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 27 of Settlement Class and the number of cell phones called is correct, as confirmed by Defendants under penalty of perjury in confirmatory discovery. Id. The parties began settlement negotiations just as responses to formal discovery were due from both sides and as many depositions of Defendants had been noticed. A substantial amount of time was required to work out the many details about the settlement, including data production, payment of claims, including their amounts, how the Settlement Fund would be allocated, how best to determine the identify of Class Members, and how best to disseminate notice. Campion Decl., 3. The time and effort spent on settlement negotiations, as well the time spent with Judge Hoffman in the settlement process, militate in favor of preliminary approval of the proposed Settlement, as they strongly indicate there was no collusion. See In re Wireless Facilities, Inc. Sec. Litig. II, 253 F.R.D. 607, 610 (S.D. Cal. 2008) ( Settlements that follow sufficient discovery and genuine arms-length negotiation are presumed fair. ). E. Experienced Counsel Have Determined That the Settlement Is Appropriate and Fair to the Class. The Parties are represented by counsel experienced in complex class action litigation. Co-Lead Counsel have extensive experience in class actions and, in particular, experience in class actions relating to consumer protection, including the TCPA. Campion Decl., 24-32; Latturner Decl. Ex. 1. Counsel for Defendants similarly have extensive experience based upon a long track record in complex class actions. 5 They have vigorously defended Defendants throughout this Action. Class Counsel believe that under the circumstances, the proposed Settlement is fair, reasonable and adequate and in the best interests of the Class Members. Campion Decl., 8; Latturner Decl DLA Piper s website states, inter alia, that We regularly represent many of the world's leading corporations in putative class actions filed in state and federal courts nationwide..... Case No. 11-md-2286-MMA (MDD) -21- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

31 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 28 of F. The Class Should Be Preliminarily Certified For Settlement Purposes. Courts have long acknowledged the propriety of certifying classes for settlement purposes. See In re Wireless Facilities, 253 F.R.D. at 610 ( Parties may settle a class action before class certification and stipulate that a defined class be conditionally certified for settlement purposes ). G. The Proposed Method of Class Notice Is Appropriate. Rule 23(c)(2)(B) provides that, in any case certified under Rule 23(b)(3), the court must direct the best notice practicable under the circumstances to class members. Rule 23(c)(2)(B) does not require actual notice or that a notice be actually received. Silber v. Mabon, 18 F.3d 1449, 1454 (9th Cir. 1994). Notice need only be given in a manner reasonably calculated, under all the circumstances, to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections. Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306, 314 (1950). Adequate notice is critical to court approval of a class settlement under Rule 23(e). Hanlon, 150 F.3d at As Newberg on Class Actions 8:29 (5 th ed.) states, publication may be used in lieu of individual notice in certain circumstances, and cites to authorities recognizing the need to allow publication notice when the names and addresses of the Class members cannot be reasonably ascertained. 7 6 Defendants have agreed to provide the requisite Class Action Fairness Act ( CAFA ) Notices pursuant to 28 U.S.C. Section 1715(b) within 10 days of the filing of this motion and to pay for the costs of those Notices. Agreement, Id. at Footnote 3: See, e.g., Hughes v. Kore of Indiana Enterprise, Inc., 731 F.3d 672, , 86 Fed. R. Serv. 3d 647 (7th Cir. 2013) ( The members of the class in this case can't be identified through reasonable effort, effort commensurate with the stakes. When reasonable effort would not suffice to identify the class members, notice by publication, imperfect though it is, may be substituted. );... the Manual for Complex Litigation, Fourth, ( Publication in magazines, newspapers, or trade journals may be necessary if individual class members are not identifiable after reasonable effort or as a supplement to other notice efforts. ); 6A Case No. 11-md-2286-MMA (MDD) -22- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

32 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 29 of Pursuant to Fed. R. Civ. P. 23(e)(1)(B), [t]he court must direct notice in a reasonable manner to all class members who would be bound by the proposal. Rule 23(c)(2)(B) also sets forth requirements as to the content of the notice. The notice must concisely and clearly state in plain, easily understood language: (i) the nature of the action; (ii) the definition of the class; (iii) the class claims, issues, or defenses; (iv) that a class member may enter an appearance through counsel if he or she so desires; (v) that the court will exclude from the class any member who requests exclusion, stating when and how members may elect to be excluded; (vi) the time and manner for requesting exclusion; and (vii) the binding effect of a class judgment on class members under Rule 23(c)(3). Fed. R. Civ. P. 23(c)(2)(B). Here, as described in detail above in Section III.C., the Settlement Notice Plan (Agreement, Exhibit E), which includes Direct Mail Notice, publication notice, internet banner notice, a press release, and the Formal Q & A Form Notice to be posted on the settlement website, meets all the requirements of Fed. R. Civ. P. 23(c)(2)(B). See Agreement, Exhibits B-E and Rosenthal Decl. The notice program provided by the Agreement was designed to reach the largest possible number of Settlement Class Members as possible. A notice program reaching 75% of the class as here is certainly acceptable. 8 The Federal Judicial Center, Judge s Class Action Notice and Claims Process Checklist and Plain Language Guide, p. 3, says it is reasonable to reach between 70-95% of the class with a combination of direct mail and publication efforts. This plan is Fed. Proc., L. Ed. 12:312 ( Publication alone may be sufficient notice to class members under [Rule 23(c)(2)(B)] where notice by publication is the only practical alternative, such as where, in view of the large number of class members, it would be extremely difficult to identify class members for purposes of individual notice or would require more than reasonable effort to identify all class members so as to give individual notice, or where no list of the potential class members is available and no list can be compiled under the particular circumstances. ). 8 In re Motor Fuel Termperature Sales Practices Program, 279 F.R.D. 598, 618 (D. Kans 2012) (court approved notice plan in an MDL case where print and media notice was estimated to reach 75 % of the class). Case No. 11-md-2286-MMA (MDD) -23- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

33 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 30 of estimated by KCC to reach approximately 75.2% of likely Settlement Class members, on average 1.8 times each. Id., pp Of the persons scheduled to receive Direct Mail Notice, factoring in likely undeliverable postcards, that is calculated to reach 5,935,582 of the 6,156,500 Settlement Class Members contained in the Notice List by Direct Mail Notice. See Agreement, Exhibit E, Settlement Notice Plan, p 11; Rosenthal Decl. 28. Thus, the extensive notice plan satisfies the requirements of due process, is the best notice practicable under the circumstances, and constitutes sufficient notice. H. The Court Should Appoint Plaintiffs As The Class Representatives and Co-Lead Counsel As Class Counsel. [T]wo criteria for determining the adequacy of representation have been recognized. First, the named representatives must appear able to prosecute the action vigorously through qualified counsel, and second, the representatives must not have antagonistic or conflicting interests with the unnamed members of the class. Lerwill v. Inflight Motion Pictures, Inc., 582 F.2d 507, 512 (9th Cir. 1978). The adequacy of representation requirement is met here. Plaintiffs seek to have the Law Offices of Douglas J. Campion, APC and Edelman, Combs, Latturner & Goodwin, LLC, who have been acting as interim co-lead counsel as per this Court s Order (Dkt. No. 21), be confirmed as co-lead counsel to facilitate the settlement. Plaintiffs also seek to have the Law Office of David Schafer, who has been acting as interim liaison counsel per the Court s same Order, be appointed liaison counsel for all purposes related to the Settlement. Defendants have no objection to Interim Co-Lead Counsel continuing in that role. Agreement, As recognized by the Court in its Order, Dkt. No. 21, Plaintiffs counsel all have extensive experience sufficient to be appointed as Class Counsel here. Campion Decl., 24-32; Latturner Decl., Ex. 1. In addition, Plaintiffs request that the three Plaintiffs, Christopher Robinson, Eduardo Tovar, and Dave Scardina, be appointed as the Case No. 11-md-2286-MMA (MDD) -24- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

34 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 31 of Settlement Class Representatives. Plaintiffs understand the obligations of serving as class representatives, have adequately represented the interests of the putative class, and have retained experienced counsel. Campion Decl., 35; Latturner Decl., 27. Plaintiffs Scardina Decl. 3; Robinson Decl. 8; Tovar Decl. 3. Plaintiffs have no interests that are antagonistic or in conflict with the Settlement Class members. Campion Decl., 33-34; Latturner Decl., 25; Scardina Decl. 6; Robinson Decl. 7; Tovar Decl. 6. Plaintiffs and the Settlement Class Members seek the same relief, i.e., money damages for Defendants alleged unlawful actions. Considering the identity of claims, there is no potential for conflicting interests in this action. I. The Court Should Appoint KCC as the Claims Administrator. The Parties have agreed upon, and request that the Court appoint, KCC to serve as the Claims Administrator. Agreement, Case No. 11-md-2286-MMA (MDD) -25- KCC specializes in providing administrative services in class action litigation, and has extensive experience in administering consumer protection and privacy class action settlements. Campion Decl., 18; Rosenthal Decl J. A Final Approval Hearing Should Be Scheduled. The last step in the settlement approval process is the formal fairness or final approval hearing. The Parties request that the hearing be held not before 230 days after the date of entry of the Preliminary Approval Order to allow sufficient time for providing CAFA Notice, direct mail and publication notice, the additional mailing of the credit notice to the persons receiving credits to their accounts, and the 90 day claims period. IV. CONCLUSION For all the foregoing reasons, the Parties respectfully request that the Court enter an order preliminarily approving the proposed Settlement. Date: November 6, 2015 Respectfully submitted, By: /s/ Douglas J. Campion MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

35 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 32 of LAW OFFICES OF DOUGLAS J. CAMPION, APC Douglas J. Campion Via Del Campo, Suite 100 San Diego, California doug@djcampion.com Telephone: (619) Facsimile: (619) By: /s/ James O. Latturner EDELMAN COMBS LATTURNER &, GOODWIN, LLC James O. Latturner 20 S. Clark Street, Suite 1500 Chicago, Illinois info@edcombs.com Telephone: (312) Facsimile: (312) Attorneys for Plaintiff and the Proposed Class Case No. 11-md-2286-MMA (MDD) -26- MOTION FOR PRELIM. APPROVAL OF SETTLEMENT

36 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 1 of Douglas J. Campion (SBN 75381) THE LAW OFFICES OF DOUGLAS J. CAMPION, APC Via Del Campo, Suite 100 San Diego, CA Telephone: (619) doug@djcampion.com James O. Latturner EDELMAN, COMBS, LATTURNER & GOODWIN, LLC 20 South Clark Street, Suite 1500 Chicago, IL Telephone: (312) Facsimile: (312) info@edcombs.com Attorneys for Plaintiffs UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA IN RE: MIDLAND CREDIT MANAGEMENT, INC., TELEPHONE CONSUMER PROTECTION ACT LITIGATION Case No. 11-md-2286-MMA (MDD) Member cases: 10-cv cv cv cv CLASS ACTION DECLARATION OF DOUGLAS J. CAMPION IN SUPPORT OF MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND CERTIFICATION OF SETTLEMENT CLASS Date: December 8, 2015 Time: 2:00 p.m Courtroom: 3A Judge Michael M. Anello Decl. of Douglas J. Campion in Support of Preliminary Approval - 1 of MD-2286-MMA (MDD)

37 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 2 of I, Douglas J. Campion, declare: 1. I am one of the attorneys for the Plaintiffs, Christopher Robinson ( Robinson ), Eduardo Tovar ( Tovar ), and Dave Scardinia ( Scardina ), in this action ( Midland MDL ). I submit this declaration in support of the Motion for Preliminary Approval of the Class Action Settlement. I am licensed to practice law in California and this Court as well as all federal courts in this state. If called as a witness, I would competently testify to the matters herein from personal knowledge. CASE HISTORY 2. On November 2, 2010, counsel for Plaintiff Robinson, including the my office, the Law Offices of Douglas J. Campion, filed an action in this Court against Defendants. On December 17, 2010, counsel for Plaintiff Eduardo Tovar, including liaison counsel, Law Offices of David Schafer, PLLC, filed an action against Defendants in this Court. Finally, on May , counsel for Plaintiff Scardina, Edelman, Combs, Latturner & Goodwin, filed an action against Defendants in the United States District Court for the Northern District of Illinois. The complaints in all three actions alleged that Defendants violated the TCPA by using an automatic telephone dialing system or an artificial or prerecorded voice to call cell phones without the prior express consent of the call recipients. 3. On October 11, 2011, Plaintiffs actions were transferred to this Court for coordinated or consolidated pretrial proceedings. (Dkt. No. 1.) On March 13, 2012, the Court appointed as Interim Co-Lead Counsel my firm and the Edelman Combs firm. Liaison Counsel was also appointed. (Dkt. No. 21.) On July 11, 2013, Plaintiffs filed a Consolidated Complaint (Dkt. No. 23) which Defendants answered on August 17, (Dkt. No. 27.) On December 3, 2012, Defendants filed a Motion to Stay on Primary Jurisdiction Grounds (Dkt. No. 40) which, after briefing and oral argument, the Court denied on January 7, (Dkt. No. 45.) Subsequent Decl. of Douglas J. Campion in Support of Preliminary Approval - 2 of MD-2286-MMA (MDD)

38 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 3 of to that ruling, the Parties began protracted settlement discussions with the assistance of mediator Judge Herbert B. Hoffman (Ret.) of Judicate West, and continued settlement discussions about the details of the settlement on their own for many months as well, resulting in a settlement, approximately thirty months later. Those discussions included many negotiations over many details, including the determination of the Class Members and their identities, how claims would be made and paid, whether in credits or cash, notice issues and funding issues. A true and correct copy of the Settlement Agreement and Release is attached hereto as Exhibit 1. DEFINITION OF THE SETTLEMENT CLASS 4. The Settlement Class consists of: All persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. Agreement, 2.10(a). Excluded from the Settlement Class are the Judges to whom this Litigation is assigned, any member of the Judges staffs and immediate families, and any person who validly requests exclusion from the Class. Agreement, 2.10(b). There are approximately 41,435,915 persons in the Settlement Class. ADEQUACY OF SETTLEMENT 5. Under the Settlement, Defendants, Midland Funding, LLC, Midland Credit Management, Inc. ( MCM ), and Encore Capital Group, Inc., (collectively, Defendants ) shall pay up to approximately $20,485,348 in cash and credits. (That amount depends on the total cost of notice and claims administration, estimated to be between $3,098,608 at a 1% claims rate and $3,352,407 based on a 5% claims Decl. of Douglas J. Campion in Support of Preliminary Approval - 3 of MD-2286-MMA (MDD)

39 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 4 of rate.) This amount will be distributed as follows: a $15 million Settlement Fund will be created, consisting of a $2 million Cash Component and a $13 million Credit Component, for Settlement Class Members who make a claim. The Cash Component of the Settlement Fund will be distributed as follows: To compensate Settlement Class Members on a pro rata basis that either never had a collection account with Defendant, or if they did, they presently have a zero balance; To pay incentive awards to the Plaintiffs ($2,500 each for a total of $7,500); To pay taxes and tax-related expenses, and if necessary the fees and costs of a Special Master for any mediation services required in connection with the administration and implementation of the Settlement. The Cash Component is less than the Credit Component because Defendants represented that group is approximately 10% of the persons in the Credit Group, i.e., still having open accounts with Defendants, Any portion of the $2 million Cash Component of the Settlement Fund that remains after the deadline for checks to be cashed will be donated to one or more approved cy pres recipients. Agreement, 5.02, 8.08, The $13 million Credit Component of the Settlement will be distributed to persons with outstanding balances on their present collection accounts with Defendants as a pro rata credit, reducing the amounts owed to Defendants on their accounts. 7. Separate and apart from the $15 million Settlement Fund, and subject to Court approval, Defendants agree to pay $2,400,000 for attorneys fees and costs, Agreement, 5.05, 6.01., and all costs and expenses associated with notice and claims administration, presently estimated to be between $3,098,608 and $3,352,407, based on estimated claims rates of 1% and 5%, respectively, and Decl. of Douglas J. Campion in Support of Preliminary Approval - 4 of MD-2286-MMA (MDD)

40 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 5 of adding in the $13,260 for CompliancePoint s analysis. Those administration costs include the cost of direct-mail Postcard Notice to 6,156,500 persons, publication notice to the remaining 35,279,415 members of the Settlement Class, as well as the cost of claims administration. Agreement See Declaration of Daniel Rosenthal Re Settlement Notice Plan and Notice Documents filed herewith. 8. The Named Plaintiffs in this matter and their counsel believe that the claims asserted in this action have merit. However, they also recognize the burdens, uncertainty and risks inherent in continuing this litigation. These risks include uncertainties particular to class actions generally such as the risk of class certification being denied. These risks also include the uncertainties related to litigating potential defenses that Defendants might raise such as whether Settlement Class Members consented to receive robocalls or prerecorded or artificial voice messages on their cell phones. The expense and effort required to litigate such defenses would be substantial. Even if Plaintiffs had obtained a judgment against Defendants, subsequent appeals would have further delayed the ultimate resolution of the case, further indicating that a settlement is preferable to further continued, protracted, burdensome, and expensive litigation. Thus, the named Plaintiffs and their counsel have concluded that it is fair, desirable and beneficial to the Class that the action be fully and finally compromised, settled and dismissed with prejudice pursuant to the terms and conditions set forth in this Settlement Agreement. With the payment by Defendants of the settlement amounts as set forth in the Settlement Agreement and herein, totaling in excess of $20,000,000, I believe the terms and conditions of this Settlement Agreement are fair, reasonable and adequate to the proposed class, and that it is in the best interests of the proposed class to settle the Action. 9. Based upon my 38 years of experience in practicing law, and litigating class actions for approximately 26 years, it is my opinion that this settlement should be approved by the Court as fair and reasonable. Decl. of Douglas J. Campion in Support of Preliminary Approval - 5 of MD-2286-MMA (MDD)

41 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 6 of NOTICE PROCESS 10. To provide notice of the settlement to all Class members, Defendants created a Cell Phone Number List consisting of all approximately 41,435,915 cellular telephone numbers Defendants called during the Class Period. The Cell Phone List was extracted from that larger list of calls made to both cellular telephones and landline telephones during the class period. From the Cell Phone Number List, Defendants created a Notice List consisting of approximately 6,156,500 Settlement Class Members whom Defendants can actually identify by names and addresses from their records as having been called by Defendants. The Notice List Class members will receive direct mail notice postcards about the settlement. The remaining Class members that cannot be identified by name or address (approximately 35,279,415) will receive notice pursuant to a Notice Plan prepared by KCC consisting of other types of notice, including publication, a press release and internet notice. See Settlement Agreement, Exhibit E. That Notice Plan is expected to reach 75.2% of the Class members, on average 1.8 times each. Id. at pp I understand from confirmatory discovery, including interrogatories, document requests and a Rule 30(b)(6) deposition, that to create the Notice List, Defendants reviewed their outbound dial lists to locate the calls made to cell phones during the Class Period, matched them to Midland accounts, and matched them to names and addresses for those accounts. Thus, that call record data was analyzed and refined to create a database of individuals who Defendants can identify from their records as having been called and who otherwise meet the class definition. 12. Both the Cell Phone Number List and the Notice List were provided to KCC, who retained an independent information technology consultant CompliancePoint pursuant to the Settlement Agreement to confirm that essentially all the numbers on both lists were indeed cell phone numbers. They ran the lists and provided a report confirming that there were 41,892,483 numbers called, but of that Decl. of Douglas J. Campion in Support of Preliminary Approval - 6 of MD-2286-MMA (MDD)

42 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 7 of number, 172,021 appeared no to be cellphone numbers, leaving approximately 41,720,462 cellphone numbers having been called. They are all on the Cellphone Number List, which includes the approximately 6,156,500 numbers on the Notice List. Less than 1% of the numbers were not in fact cellphones, which I understand could be due to the porting or moving phone numbers between cellphones and landlines. 13. The methodology used to assemble both the Cell Phone Number List and the Notice List was confirmed in the confirmatory discovery performed pursuant to the settlement, specifically in a Rule 30(b)(6) deposition that I took as well as sworn interrogatory responses and documents produced by Defendants. Plaintiffs Co-Lead Counsel are comfortable that the Cell Phone Number List and the Notice List are accurate based upon representations by defense counsel, confirmatory discovery responses from Defendant provided under penalty of perjury, including documents produced, investigation by Co-Lead Counsel,, and the opinion of CompliancePoint, the independent technology consultant retained by KCC to confirm the number of cellphones called, constituting the members of the Class. 14. Everyone in the Notice List will receive Direct Mail Notice in the form of a postcard summarizing the details of the Settlement, advising the Class Members how to file claims by, inter alia, using a Claim Identification number on the postcard to expedite the filing of claims, and providing a toll free telephone number and a Settlement Website address. See Agreement, and Ex. C. KCC will mail the direct mail notice to the Settlement Class Members to all Class Members on the Notice List. KCC shall also conduct reasonable searches and r any returned class notices. Agreement 2.07, Everyone on the Cell Phone List will receive notice of the settlement pursuant to KCC s Notice Plan. Agreement, Ex. E. That Notice Plan includes internet notice, the settlement website and publication in four consumer magazines Decl. of Douglas J. Campion in Support of Preliminary Approval - 7 of MD-2286-MMA (MDD)

43 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 8 of over a ten week period. Id. at pp Those include Cosmopolitan, People, Reader s Digest and National Geographic. Id. at In addition, class counsel will issue a neutrally worded press release which will help facilitate notice among the class members and draw particular attention from various search engines driving traffic to the settlement website. Agreement 9.05; Exhibit F. 17. We have prepared a longer, more detailed Notice in question and answer format to be posted on the Settlement Website. That Notice attempts to answer all the possible questions a Class Member might have about the Settlement. Agreement 9.04, Exhibit B. Furthermore, a Settlement Website will be established and maintained containing all the information about the Settlement. Agreement, The various forms of notice being provided pursuant to this settlement adequately inform the Class members about the settlement and their rights to opt out or object to the Settlement. 18. The Parties proposed Claims Administrator, KCC, will be responsible for implementing the various forms of notice. KCC specializes in providing administrative services in class action settlements and is experienced in doing so. KCC estimates based upon their many years of experience in this business that 75.2% of the Class Members will see the Notice on average 1.8 times each. Ex. E, pp I believe the proposed notice procedures comply with all constitutional and statutory notice requirements. CLAIMS PROCESS 19. A Class Member may make a claim in the following ways: a. Submit a claim by calling the toll-free number established for the administration of this settlement class; b. Submit a claim online through the settlement website, which has been specifically designed for the administration of this settlement class; or Decl. of Douglas J. Campion in Support of Preliminary Approval - 8 of MD-2286-MMA (MDD)

44 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 9 of Agreement c. Mail in a completed claim form which can be downloaded from the settlement website. 20. Class counsel has specifically designed the claims process to be as straightforward as possible to maximize the amount of claims filed. For a person who receives direct mail postcard notice, he or she only needs to provide a name, a Claim Identification number from the postcard notice, and a current address. A person who receives publication notice submits a claim by providing the administrator with one or more cell phone numbers that the person believes Defendants called. KCC then compares the cell phone number provided to the numbers on the Cell Phone Number List. If a cell phone number provided by the putative class member matches a cell phone number on the Cell Phone Number List, then the person is entitled to make a claim. Agreement CONFIRMATORY DISCOVERY 21. We negotiated a confirmatory discovery process to confirm the accuracy of the numbers and data we were provided during mediation by Defendants. Agreement, The purpose was to confirm the total number of Class Members and to confirm the efficacy of the process and methodology used to obtain that number. Confirmatory discovery consisted of: A representative of Defendants sat for a Rule 30(b)(6) deposition; Defendants provided sworn interrogatory responses; and Defendants provided documents in response to Plaintiffs document requests. Defendants also provided the Cell Phone Number List and the Notice List to KCC who retained an independent third information technology consultant CompliancePoint to review and analyze the cellphone number lists and confirm that the numbers on the lists were cell phone numbers, and the number of cellphones called were as represented. Co-Lead Counsel are also satisfied from the confirmatory discovery that the Cell Phone Number List reflects the number of persons in the Settlement Class. Decl. of Douglas J. Campion in Support of Preliminary Approval - 9 of MD-2286-MMA (MDD)

45 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 10 of Consent Order Investigation 22. Plaintiffs counsel learned after the Settlement Agreement was executed that the U.S Consumer Financial Protection Bureau ( CFPB ) entered a Consent Order on September 9, 2015 requiring Defendants to cease and desist in certain collection practices. The Consent Order deemed certain of Defendant s accounts uncollectible and / or required Defendants to provide refunds on certain accounts. We were concerned that if those accounts deemed uncollectible were of Class Members who filed claims, then those Class Members would not be entitled to credits on those accounts and would thus qualify for the Cash Component. We inquired of defense counsel as to how many of the Class Members accounts would be affected and, after they did their investigation, we were told that only 11,557 out of the identified Class Members, the 6,156,500, would be affected ( %). If the claims rate is in line with prior consumer cases, we therefore expect only between 100 and 300 claims to be affected, and to move from the credit component to the Cash Component. Therefore, we believe the settlement will not be affected by the Consent Order in any material way. ATTORNEYS FEES AND COSTS 23. Subject to Court approval, the Agreement provides that Defendants will pay attorneys fees and litigation costs separate from the Cash and Credit Components, in a negotiated amount of $2,400,000. Defendants will not oppose a request in that amount. Agreement, CLASS COUNSEL S EXPERIENCE 24. The Law Offices of Douglas J. Campion, APC, along with Edelman, Combs, Latturner & Goodwin, LLC, interim Co-Lead Counsel appointed in this Court s Order of March 13, 2012 (Dkt. No. 21), seek to be confirmed as class counsel for all purposes of this action and for proceeding with the settlement. 25. My experience is sufficient to act as Class Counsel in this case as I have extensive experience in the area of the TCPA class action litigation and Decl. of Douglas J. Campion in Support of Preliminary Approval - 10 of MD-2286-MMA (MDD)

46 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 11 of handling other class action litigation, including consumer class actions. I presently work with and have worked with Edelman, Combs, Latturner & Goodwin, LLC in a number of other Class action cases as co-counsel and in my opinion they are qualified to act as Class Counsel.. Their qualifications and experience is set forth in an Exhibit to the Declaration of James O. Latturner in Support of Preliminary Approval filed herewith. My qualifications are as follows: 26. The Law Offices of Douglas J. Campion, APC, and its predecessor, The Law Offices of Douglas J. Campion, has been confirmed as class counsel in many prior actions. My experience and 38 years in practice in California are sufficient to justify my appointment as Class Counsel. To that end, I hereby submit for the Court s consideration my qualifications and a summary of my experience which justify that appointment. 27. I am the only principal in my law firm. I was admitted to the State Bar of California in 1977 and have been a member in good standing since that time. Since my admission, I have been engaged in litigation and I have had extensive experience in business litigation prior to working in the class action field. I worked in San Jose, California with Anthony J. Trepel from approximately 1983 through 1988, and the firm s name was Trepel, Kahn & Campion, P.A. In 1989, I joined the San Diego office of a Philadelphia law firm, Barrack, Rodos & Bacine. Our office engaged in class and derivative litigation exclusively, primarily specializing in plaintiff s class action securities cases. I resigned from the firm in Barrack, Rodos & Bacine was often co-counsel with Milberg Weiss Bershad Hynes & Lerach in class and derivative actions and litigated the same types of cases. A few examples of the cases our firm litigated, separately or with co-counsel, and in which I actively participated, are as follows: a. The Michael Milken Drexel securities litigation, with a joint recovery for all plaintiffs of more than a billion dollars; Decl. of Douglas J. Campion in Support of Preliminary Approval - 11 of MD-2286-MMA (MDD)

47 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 12 of b. The savings and loan securities and derivative litigation of the early 1990's, in which I represented or litigated against California Federal Far West Financial, Financial Corporation of Santa Barbara, Imperial Savings, and others; c. Defense contractor over-billing cases, including Lockheed, General Dynamics, and Rockwell International; d. A number of health care provider cases including National Health Laboratories, National Medical Enterprises, ICN Pharmaceuticals, and Pfizer; e. Cases against insurance companies including Blue Cross of California, and First Executive Life and its progeny; and f. Many other class and derivative actions including L.A. Gear, Countrywide Trucking, and Glen Ivy timeshares, among others. 28. I have also been lead or co-lead counsel in many other class actions or Business & Professions Code representative actions since I opened my own office in Most of those are consumer-related cases. These included my role as either lead or co-lead plaintiffs counsel in the following class or representative actions, including Telephone Consumer Protection Act cases: a. Gonzalez, et. al., v. Science Applications International Corporation, et. al.; b. Warner, et al. v. Computer Education Institute, et al., c. Smith v. Microskills; d. Russell, et al., v. DAT, Inc. dba Laptop Training Solutions; e. Jared Smith vs. Independent Capital Management, Inc., et al.; f. Opyrchal, et al., v. New York Life; g. Bowersox v. Laboratory Corporation of America; h. O Neal v. NCO Financial Systems, Inc.; i. Zamora v. Conseco, et. al.; j. Kryptonite Locks Coordinated Litigation Decl. of Douglas J. Campion in Support of Preliminary Approval - 12 of MD-2286-MMA (MDD)

48 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 13 of k. Shaw v. Tenet Healthcare Corporation, et al.; l. Rodriquez v. Yum Yum Donut Shops, Inc.; m. Arnn, et al., v. West Coast Aquarium Industries, Inc.; n. Grant v. American Agencies, Inc.; o. Rogers v. Whitney Education Group; p. Khosorabi v. North Shore Agency, Inc.; q. Cook v. Collins, et al., r. Goins v. Checks Cashed for Less, Inc., et al; s. Kight v. Eskanos & Adler, P.C.; t. Gulzynski v. Fidelity Title; u. Kight v. CashCall; v. Grannan v. Direct Electronics, Inc.; w. Charles Smith, et al., v. CRST Expedited; x. American Apparel, Inc. Derivative Litigation; y. Meeks v. CreditWest, et. al.; z. Malta v. Wells Fargo; aa. Burge v. Pinnacle Financial Group, Inc.; bb. Bennett v. Discover Bank; cc. Dominici v. Wells Fargo; dd. Hurtado v. Progressive Financial Services; ee. Galbraith v. Resurgent; ff. Underwood v. San Diego Flight Training, Inc.; gg. Sarabi v. Weltman, Weinberg & Reis Co., LLP.; hh. Lo v. Oxnard European Motors, Inc.; Decl. of Douglas J. Campion in Support of Preliminary Approval - 13 of MD-2286-MMA (MDD)

49 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 14 of ii. Allen v. Portfolio Recovery, Inc. jj. Maier v. J.C. Penney, Inc. kk. Sojka, et. al. v. Direct Buy, Inc. ll. Johnson v. Bennett Law mm.hoffman v. Bank of America nn. Becerra v. National Recovery Solutions, LLC oo. Dailey v. John D. Bonewicz, PC 29. I have also had several state court appellate court opinions published in which our side prevailed and for which I was counsel of record and responsible for the appellate work. Those include CashCall, Inc. v. Superior Court ( CashCall I ) (2008) 159 Cal. App. 4th 273; Smith v. Microskills San Diego L.P. (2007) 153 Cal. App. 4th 892; and Kight v. CashCall (2011) 200 Cal. App. 4th 1377 ( CashCall II ). The CashCall I case expanded the rights of putative class members to obtain pre-certification class member discovery to subsitute a new class represenative, even when the named plaintiffs had no standing to itially bring the action. In the Microskills case, the Court of Appeal limited the ability of the defendant vocational school, a third party to an arbitration agreement between the plaintiff student and the student loan lender, to compel a plaintiff to arbitrate their case against the school. The CashCall II case reversed summary adjudication and set forth new law in the field of privacy rights, including eavesdropping. EXPERIENCE RELEVANT TO THE TELEPHONE CONSUMER PROTECTION ACT 30. I have filed and litigated many other class actions based on the Telephone Consumer Protection Act in the past seven years. I have been lead counsel, liaison counsel or class counsel in the TCPA cases obtaining the largest Decl. of Douglas J. Campion in Support of Preliminary Approval - 14 of MD-2286-MMA (MDD)

50 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 15 of monetary and non-monetary settlements to date. As detailed below, those include the Rose v. Bank of America case, settled in excess of $32,000,000; the Wells Fargo mortgage and auto loan robocalling case, settled in excess of $17,000,000; Arthur v. Sallie Mae, settled in excess of $24,000,000; In Re Jiffy Lube, settled for certificates/cash, with the certificates valued over $40,000,000 in value, with a reduced cash value if redeemed for cash; and the AllianceOne case, with a settlement of more than $9,000, The following is a partial list of the TCPA class actions which I am or have been personally involved in: a. In Re Jiffy Lube Int l, Inc. Text Spam Litigation, MDL Case No. 2261, Master Case No. 3:11-MD JM- JMA (liaison counsel) (largest combined monetary and certificate for services case to date, approx. $45,000,000 value); b. Bellows v. NCO Financial Systems, Inc., 07-CV W(AJB) (S.D. Cal)(One of the first class action settlements under the TCPA in the nation; Hyde & Swigart served as co-lead counsel; final approval grated in 2009); c. Adams v. AllianceOne, Inc., 08-CV-0248 JAH (S.D. Cal) (Nationwide TCPA class settlement providing class relief of $40 per claiming class member resulting in over $2,500,000 paid to claiming class members; final approval granted in 2013); d. Lemieux v. Global Credit & Collection Corp., 08-CV-1012 IEG(POR) (S.D. Cal.)(Co-lead counsel on a national TCPA class settlement providing class recovery in the amount of $70 for each claiming class member; final approval granted in 2011); e. Malta, et al. v. Wells Fargo Home Mortgage, et al., 10-CV-1290 IEG(BLM)(Served as co-lead counsel for a settlement class of borrowers in connection with residential or automotive loans and violations of the Decl. of Douglas J. Campion in Support of Preliminary Approval - 15 of MD-2286-MMA (MDD)

51 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 16 of TCPA in attempts to collect on those accounts; obtained a common settlement fund in the amount of $17,100,000 which was the second largest TCPA settlement at the time, second only to the Sallie Mae settlement; final approval granted in 2013); f. Connor v. JPMorgan Chase Bank, et al., 10-CV-1284 DMS(BGS) (S.D. Cal.)(Served as co-lead counsel for the settlement class of borrowers in connection with residential loans and TCPA violations stemming from the collection of those accounts); settled for approximately $12,000,000); g. In Re: Portfolio Recovery Associates, LLC Telephone Consumer Protection Act Litigation, 11-md JAH(BGS)(Counsel for a Plaintiff in the lead action, prior to the action being recategorized through the multi-district litigation process; still actively involved in the MDL litigation and settlement process); h. Arthur v. SLM Corporation, 10-CV JLR (W.D. Wash.)(Nationwide settlement achieving the then-largest monetary settlement in the history of the TCPA: $24,115,000; final approval granted in 2012) i. Lo v. Oxnard European Motors, LLC, et al., 11-CV-1009-JLS-MDD (S.D. Cal.)(Achieving one of the highest class member payouts in a TCPA action of $1,331.25; final approval granted in 2012); j. Franklin v. Wells Fargo Bank, N.A., Case No. 14-cv-2349 MMA-BGS (S.D.Cal.); (Nationwide settlement of TCPA credit card collection violations, settlement of more than $13,800,000); k. Sarabri v. Weltman, Weinberg & Reis Co., L.P.A., AJB-NLS (S.D. Cal.)(Approved as co-lead counsel and worked to obtain a national TCPA class settlement where claiming class members each received payment in the amount of $70.00; final approval granted in 2013); l. Wilkins and Mills v. HSBC Bank Nevada, N.A., Case No. 14 C 190 (N.D.Ill.) (Co-counsel in a TCPA settlement of almost $40,000,000); Decl. of Douglas J. Campion in Support of Preliminary Approval - 16 of MD-2286-MMA (MDD)

52 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 17 of m. Robbins, et al. v. Coca Cola Co., Case No. 13-cv IEG NLS (S.D. Cal.) (Decision often cited on pleading standards on motions to dismiss in TCPA actions); 32. The cases listed above have resulted in the creation of combined common funds to class members in the tens of millions of dollars. I am proud of my record in the above cases that resulted in substantial settlements for consumers. SUITABILITY OF CLASS REPRESENTATIVES 33. I am unaware of any legal differences in the status of Plaintiffs Robinson, Tovar, and Scardina as Class Members from the members of the Settlement Class, nor of any unique factual issues pertaining to such representative status which must be litigated. To my knowledge, Plaintiffs Robinson, Tovar, and Scardina have no conflict with the other Class Members. 34. The claims of Plaintiffs Robinson, Tovar, and Scardina appear to be the same as the claims of the other class members, in the respective actions they brought, and their claims relate to the same issues of law and fact as the other class claims, respectively. 35. Plaintiffs Robinson, Tovar, and Scardina understand the obligations of serving as class representatives, have adequately represented the interests of the putative class, and have retained experienced counsel. 36. Plaintiffs Robinson, Tovar, and Scardina support the proposed Settlement. See the Declaration of Christopher Robinson, the Declaration of Eduardo Tovar, and the Declaration of Dave Scardina filed herewith in support of preliminary approval. I declare under penalty of perjury that the foregoing is true and correct. Executed on November 6, 2015, pursuant to the laws of the United States. /s/ Douglas J. Campion Douglas J. Campion Decl. of Douglas J. Campion in Support of Preliminary Approval - 17 of MD-2286-MMA (MDD)

53 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 18 of EXHIBIT 1 Decl. of Douglas J. Campion in Support of Preliminary Approval - 18 of MD-2286-MMA (MDD)

54 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 1 of 105 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ( Agreement ) is effective as of June 23, 2015, and is entered into by Plaintiffs Christopher Robinson, Eduardo Tovar, and Dave Scardina, (collectively, "Plaintiffs"), individually and on behalf of the Settlement Class members, and by Midland Funding, LLC, Midland Credit Management, Inc. ( MCM ), and Encore Capital Group, Inc., (collectively, Defendants ). Plaintiffs and Defendants are referred to collectively in this Agreement as the "Parties." RECITALS On November 2, 2010, Christopher Robinson filed a Complaint in the United States District Court for the Southern District of California (the "Court") entitled Christopher Robinson, individually and on behalf of himself and all others similarly situated vs. Midland Funding, LLC., Case No. 10-CV-2261-MMA-MDD (the "Robinson Action"). The Complaint in the Robinson Action alleged that Defendants violated the Telephone Consumer Protection Act, 47 U.S.C. 227, et seq. (the "TCPA") by using an automatic telephone dialing system or an artificial or prerecorded voice to call cell phones without the prior express consent of Robinson and the putative class members On December 17, 2010, Eduardo Tovar filed a Complaint in the United States District Court for the Southern District of California, entitled Eduardo Tovar, on behalf of himself and all others similarly situated vs. Midland Credit Management, Case No. 10-CV MMA-MDD (the "Tovar Action"). The Complaint in the Tovar Action alleged that Midland Credit Management violated the TCPA by using an automatic telephone dialing system or an artificial or prerecorded voice to call cell phones without the prior express consent of Tovar and the putative class members On May 11, 2011, Dave Scardina filed a Complaint in the United States District Court for the Northern District of Illinois, entitled Dave Scardina, individually and on behalf of a class vs. Midland Credit Management, Inc.; Midland Funding LLC; Encore Capital Group, Inc., Case No. 11-CV MMA-MDD (the "Scardina Action"). The Complaint in the Scardina Action alleged that Defendants violated the TCPA by using an automatic telephone dialing WEST\

55 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 2 of 105 system or an artificial or prerecorded voice to call cell phones without the prior express consent of Scardina and the putative class members On October 11, 2011, these civil actions were transferred to the United District Court for the Southern District of California for coordinated or consolidated pretrial proceedings before Honorable Michael M. Anello. This Consolidated action is entitled In Re: Midland Credit Management, Inc., Telephone Consumer Protection Act (TCPA) Litigation., Case No. 11-CV MMA-MDD (the "In Re: Midland Credit Management, Inc. TCPA Litigation Action"). After this date, numerous other cases were transferred to the Southern District of California to be coordinated with the In Re: Midland Credit Management, Inc. TCPA Litigation Action Defendants in the In Re: Midland Credit Management, Inc. TCPA Litigation Action deny all material allegations of the Complaints. Defendants specifically dispute that they called Plaintiffs or putative class members without their consent, that they violated the TCPA, or that Plaintiffs and putative class members are entitled to any relief from Defendants. Defendants further contend that the In Re: Midland Credit Management, Inc. TCPA Litigation Action would not be amenable to class certification if class certification were sought by Plaintiffs and opposed by Defendants. Nevertheless, given the risks, uncertainties, burden and expense of continued litigation, Defendants have agreed to settle this litigation on the terms set forth in this Agreement, subject to Court approval This Agreement resulted from good faith, arms-length settlement negotiations over many months, including approximately eleven mediation sessions before the Hon. Herbert B. Hoffman, Ret. Prior to and during the course of those mediation sessions, Defendants provided Plaintiffs with information concerning their claims, including the approximate number of calls made to the cellphones of persons that can be identified from Defendants records as having received the calls and of calls to other cellphone numbers whose recipients were never verified from Defendants records. The Parties also participated in direct discussions about possible resolution of this litigation, including many mediation sessions, in-person discussions and numerous telephonic meetings. Certain information related to the assembly of the data and the procedures used to locate and identify the cellphone numbers called and the identification of WEST\

56 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 3 of 105 the Class members provided by Defendants is subject to confirmatory discovery by Plaintiffs as a condition of this settlement Based on their investigation and the negotiations described above, and under the assumption that the information currently known to Plaintiffs is confirmed through the additional confirmatory discovery to be conducted as described in Section below, Class Counsel have concluded, taking into account the sharply contested issues involved, the risks, uncertainty and cost of further prosecution of this litigation, and the substantial benefits to be received by class members pursuant to this Agreement, that a settlement with Defendants on the terms set forth herein is fair, reasonable, adequate and in the best interests of the Settlement Class Members The Parties understand, acknowledge and agree that the execution of this Agreement constitutes the settlement and compromise of disputed claims. This Agreement is inadmissible as evidence against any party except to enforce the terms of the Agreement and is not an admission of wrongdoing or liability on the part of any party to this Agreement. It is the Parties' desire and intention to effect a full, complete and final settlement and resolution of all existing disputes and claims as set forth herein The settlement contemplated by this Agreement is subject to preliminary and final approval by the court, as set forth herein. This Agreement is intended by the Parties to fully, finally and forever resolve, discharge and settle the Released Claims, upon and subject to the terms and conditions hereof. DEFINITIONS Action means the In Re: Midland Credit Management, Inc. TCPA Litigation Action "Agreement" or "Settlement Agreement" means this Settlement Agreement and Release Approved Claimant means a Settlement Class Member who submits a claim which is approved pursuant to Section "Approved Claims" means claims that have been timely submitted and approved for payment "CAFA Notice" means the notice required by 28 U.S.C. Section 1715(b). WEST\

57 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 4 of Cell Phone Number List shall mean an electronically searchable list of all United States cellphone numbers dialed by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message during the period from November 2, 2006 through August 31, 2014, inclusive. It is expected to consist of approximately 41,435,915 cell phone telephone numbers, including those persons called that are on the Notice List "Claims Administrator" shall mean KCC "Claims Deadline" means one hundred twenty (120) days after preliminary approval Claims Period means the 90-day period that begins on thirty-five (35) days after preliminary approval and ends one hundred twenty-five (125) days after preliminary approval The Class, Class Members or Settlement Class means the persons in the following Settlement Class: a. The Settlement Class consists of all persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. b. Excluded from the Settlement Class are the Judges to whom the Action is assigned and any member of the Judges staffs and immediate families, as well as all persons who validly request exclusion from the Settlement Class Class Counsel means Douglas J. Campion of The Law Offices of Douglas J. Campion, APC and James O. Latturner of Edelman, Combs, Latturner & Goodwin, LLC "Class Period" means November 2, 2006 through August 31, 2014, inclusive Class Representatives means Plaintiffs Christopher Robinson, Eduardo Tovar, and Dave Scardina. WEST\

58 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 5 of "Court" shall mean the United States District Court for the Southern District of California, and the U.S. District Judge to which the In Re: Midland Credit Management, Inc. TCPA Litigation Action is assigned Encore Capital Group means Encore Capital Group, Inc "Effective Date" means the date when the Judgment has become final such that no appeal or writ may be taken from it as provided in Section "Final Approval Hearing" means the hearing to be held by the Court to determine whether to finally approve the Settlement set forth in this Agreement as fair, reasonable and adequate, sometimes referred to herein as the "Fairness Hearing" "Final Approval Order" means the Court's Order and Judgment to be entered in connection with the Final Approval Hearing, substantially in the form attached hereto as Exhibit G Final Distribution Date means the date set forth in Section 8.08 (f) Funding Date means the date which is no later than ten (10) business days after the Effective Date, on which Defendants shall cause a payment to be made into the Settlement Fund Account pursuant to Section Midland Credit Management or MCM means Midland Credit Management, Inc Midland Funding means Midland Funding, LLC Notice means the notices to be provided to Class Members as set forth in Section 9, including, without limitation, the Q & A Long Form Notice Settlement Notice to be posted on the website, the Postcard Notice, the Publication Notice, the Internet Notice package, and the Press Release described in Sections 9.00 through The forms of the Q & A Long Form Notice, the Postcard Notice, the Publication Notice, the Internet Notice package, and the Press Release are attached hereto as Exhibits B, C, D, E and F, respectively. The Claims Administrator shall also give its input to the Parties as to whether other notice is necessary and, if so, what type of notice, i.e., different internet notice, different publication type or content, etc Notice Database means the database containing information to be provided by Defendants pursuant to Section WEST\

59 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 6 of Notice Date means the date the first Postcard Notice is mailed out by the Settlement Administrator, expected to be 35 days after Preliminary Approval The Notice List" means the list to be compiled by Defendants of each of their current and former account holders in the United States who are identified in Defendants records as having received a call in connection with an alleged debt on a cellular telephone number that was made using a dialer or by prerecorded voice message during the Class Period from Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) and to be provided as part of the settlement process to the Claims Administrator, including an electronically searchable list of such identified persons. The Notice List shall include the name, cell phone number(s) called, last known address, MCM account numbers, and last four digits of the social security or taxpayer identification number associated with each person on the list. Defendants represent that the Notice List will consist of approximately 6,156,500 persons so identified "Objection Deadline" means one hundred thirty (130) days after preliminary approval "Opt-Out Deadline" means one hundred thirty (130) days after preliminary approval "Preliminary Approval Order" means the Court's Order entered in connection with the Preliminary Approval Hearing, substantially in the form attached as Exhibit A The Postcard Notice means the postcard-sized version of the notice of settlement substantially in the form of Exhibit C Q&A Long Form Notice means the long-form Question & Answer notice containing questions and answers relating to the terms of the settlement, which will be made available on the Settlement Website as described in Section 9.04, the form of which is attached hereto as Exhibit B "Released Claims" means those claims released in Section "Released Parties" means the Defendants and the released Parties contemplated under this Settlement as set forth in Section 16. WEST\

60 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 7 of Settlement Consideration means the amounts paid and relief provided as set forth below in Section 5 below "Settlement Fund" shall mean the debt credits and funds to be paid by Defendants pursuant to Sections 5.01 and 5.02 below. The Credit Component of the Settlement Fund shall be the $13,000,000 of debt credits to be applied by Defendants pursuant to Section 5.01 below. The Cash Component of the Settlement Fund shall be the $2,000,000 to be paid by Defendants pursuant to Section 5.02 below Settlement Website means the Internet website operated by the Claims Administrator as described in Section TCPA means the Telephone Consumer Protection Act, 47 U.S.C. 227, et seq., and any regulations or rules promulgated under it. BOTH SIDES RECOMMEND APPROVAL OF THE SETTLEMENT Defendants Position on the Conditional Certification of Settlement Class. Defendants dispute that a class would be ascertainable, manageable or superior or that common issues predominate over individual ones, and deny that a litigation class properly could be certified on the claims asserted in the In Re: Midland Credit Management, Inc. TCPA Litigation Action. However, solely for purposes of avoiding the expense and inconvenience of further litigation, Defendants do not oppose and agree to certification of the Class defined in Section 2.09, for settlement purposes only, pursuant to Fed. R. Civ. P. 23(b)(3). Preliminary certification of the Class for settlement purposes shall not be deemed a concession that certification of a litigation class is appropriate, nor would Defendants be precluded from challenging class certification in further proceedings in the In Re: Midland Credit Management, Inc. TCPA Litigation Action or in any other action if the Settlement is not finalized or finally approved. If the Settlement is not finally approved by the Court for any reason whatsoever, the certification of the Class will be void, and no doctrine of waiver, estoppel or preclusion will be asserted in any proceedings involving Defendants. No agreements made by or entered into by Defendants in connection with the Settlement may be used by Plaintiffs, any person in the Class or any other person to establish any of the elements of class certification in any litigated certification WEST\

61 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 8 of 105 proceedings, whether in the In Re: Midland Credit Management, Inc. TCPA Litigation Action or any other judicial proceeding Plaintiffs Belief in the Merits of Case. Plaintiffs believe that the claims asserted in the Action have merit and that the evidence developed to date supports those claims. This Settlement shall in no event be construed or deemed to be evidence of or an admission or concession on the part of Plaintiffs that there is any infirmity in the claims asserted by Plaintiffs, or that there is any merit whatsoever to any of the contentions and defenses that Defendants have asserted Plaintiffs Recognize the Benefits of Settlement. Plaintiffs recognize and acknowledge, however, the expense and amount of time which would be required to continue to pursue the Action against Defendants, and that further delay is detrimental to the Class. Plaintiffs have concluded that it is desirable that the Action and any Released Claims be fully and finally settled and released as set forth in this Settlement. Plaintiffs and Class Counsel believe that the agreement set forth in this Settlement confers substantial benefits upon the Class and is in the best interests of individual Class Members and imposes a significant cost on the Defendants. CLASS COUNSEL AND CLASS REPRESENTATIVES Class Representative And Class Counsel Appointment. For settlement purposes, and subject to Court approval, Christopher Robinson, Eduardo Tovar, and Dave Scardina are appointed as the Class Representatives for the Class. The law firms appointed Class Counsel for the Settlement Class are as follows: The Law Offices of Douglas J. Campion, APC and Edelman, Combs, Latturner & Goodwin, LLC. SETTLEMENT TERMS AND BENEFITS TO THE SETTLEMENT CLASS Upon receipt of the information about the number and type of claims made and the identity of the claimants from the Claims Administrator, and within thirty (30) days after the Effective Date or as soon as practicable thereafter, Defendants are to credit each Approved Claimant who has at least one account with Defendants with an outstanding balance a pro rata amount equal to $13,000,000 (the Credit Component of the Settlement Fund ) divided by the WEST\

62 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 9 of 105 total number of Approved Claimants who have accounts with Defendants with outstanding balances and have not validly contested receiving debt credits pursuant to Section below ( Credit Amount ). If an Approved Claimant entitled to a Credit Amount has more than one account with Defendants, the credit will go to the account with the smallest balance, and if that balance is less than the amount of the credit, then the remaining amount left over from paying off the smallest account will be credited to another account with Defendants with the next largest balance for that Approved Claimant. If an Approved Claimant entitled to a Credit Amount does not have a high enough account balance or balances to use the entire Credit Amount, the Approved Claimant will receive a debt credit or credits up to his or her account balance or balances and no refund of the excess Credit Amount will be given to the Approved Claimant. In determining whether a claimant has an outstanding balance on an account, Defendants may, but are not required to, disregard any amounts owed to Defendants for which Defendants have determined that they will not pursue collection efforts within a reasonable time Defendants are to pay a settlement cash fund in the amount of $2,000,000 (the Cash Component of the Settlement Fund ) that will be used first to pay the fees and costs of the Special Master as provided in Section below, next to pay the incentive awards to the Class Representatives, with the remainder to be paid on a pro rata basis, to each Approved Claimant who does not have an account with an outstanding balance with Defendants, regardless of whether they never had such an account or have previously paid off their account. Defendants will within fourteen (14) days after the end of the Claims Period advise the Claims Administrator of the names of the Approved Claimants who will receive a Credit Amount and the remaining Approved Claimants will receive a pro rata cash distribution, subject to Section below. The Cash Component of the Settlement Fund will be paid to the Claims Administrator within ten (10) business days of the Effective Date. WEST\

63 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 10 of Defendants shall not pay more than the amounts set forth in paragraphs 5.01 and 5.02 above to the Class. An additional amount will be paid by Defendants for notice, costs of claims administration, attorney fees, and litigation costs as detailed more fully herein Costs of claims administration and notice will be paid by Defendants, separate and apart from the Settlement Fund and will not affect the payout to each Approved Claimant. Upon Preliminary Approval, Defendants will provide to the Claims Administrator all payments the Claims Administrator requires to move forward with setting up the website, giving notice and any other initial costs the Claims Administrator might reasonably require. Any reasonable costs incurred by the Claims Administrator, including costs related to notice and any claims administration incurred prior to Final Approval will be billed by the Claims Administrator to Defendants and paid by Defendants even in the event of any failure to obtain Final Approval. As a component of the confirmatory discovery agreed upon herein, the Claims Administrator through a consultant it retains that is experienced in such tasks shall also analyze the telephone numbers in the Cell Phone Number List and Notice List to examine whether those telephone numbers are, in fact, cell phone numbers, and to provide the total number of cell phone numbers on the Cell Phone Number List and on the Notice List to the Claims Administrator who shall immediately provide such information to Class Counsel and Defendant Counsel. The consultant chosen by the Claims Administrator to conduct this analysis, shall never have worked in the past with Class Counsel. However, Class Counsel shall be informed of the choice of consultant and must agree to the use of that consultant. In order to allow this analysis to take place prior to preliminary approval of this settlement, Defendants shall provide the Claims Administrator with the telephone numbers contained in the Notice List and the Cell Phone Number List in a usable and searchable format, such as comma delimited or CSV, within ten (10) days of all parties signing this Agreement. This analysis shall be completed prior to the filing of the motion for preliminary approval of settlement and is subject to Class Counsel s approval of the results. WEST\

64 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 11 of 105 Other than the results obtained by the consultant, and if the results do not substantially conform to Defendants total calls as represented, the methodology used, the Claims Administrator shall keep all information including, without limitation, telephone numbers, provided to it by Defendants to conduct this analysis confidential and shall not disclose this information to plaintiffs or Class Counsel. If the Court does not preliminarily or finally approve the settlement, the Claims Administrator and its consultant shall delete or otherwise destroy all information provided to it by Defendants in connection with this analysis as well as the Notice List and the Cell Phone Number List As set forth below, Class Counsel will apply to the Court for an award of attorneys fees and litigation costs up to a maximum of Two Million Four Hundred Thousand Dollars ($2,400,000). Defendants will not object to Class Counsel s request of attorneys fees and litigation costs up to Two Million Four Hundred Thousand Dollars ($2,400,000). If this settlement is given Preliminary and Final Approval as anticipated, and the Effective Date occurs, Defendants shall pay the amount approved by the Court up to a maximum of Two Million Four Hundred Thousand Dollars ($2,400,000) to the Claims Administrator for distribution to Class Counsel. In no event shall Defendants pay more than Two Million Four Hundred Thousand Dollars ($2,400,000) in attorneys fees and litigation costs pursuant to this Settlement. The attorneys fees and litigation costs paid by Defendants shall be paid in addition to any Settlement Fund and shall not affect the payout to each Approved Claimant. If Defendants cause Class Counsel to incur additional and unnecessary fees and costs, Class Counsel reserve the right to seek additional fees and costs, as necessary, and Defendants reserve all rights to object to any such additional fees and costs. The parties shall submit this issue to Retired Judge Hoffman and he shall make the final decision. WEST\

65 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 12 of Defendants will not object to each of the three Class Representatives making a claim for an incentive award in an amount not to exceed $2,500, to be paid out of the Cash Component of the Settlement Fund. ATTORNEYS' FEES, COSTS AND PAYMENT TO CLASS REPRESENTATIVES Attorneys Fees and Costs. The fees and litigation costs to be paid by Defendants as described in Section 5.05 shall be paid by Defendant to the Claims Administrator within ten (10) days of the Effective Date. No later than five (5) days of receipt of the funds and after receipt of payees completed W-9 forms, the Claims Administrator shall pay to Class Counsel the amount of attorneys' fees, costs, and expenses awarded to Class Counsel by the Court, as directed by written instructions from Class Counsel Payment to Class Representatives. Class Representatives will also ask the Court to award them incentive payments for the time and effort they have personally invested in this Action. Defendants shall not object to such incentive payments to be paid to all three named Class Representatives from the Cash Component of the Settlement Fund provided they do not exceed $7,500 in the aggregate, $2,500 for each Class Representative, subject to Court approval. Within ten (10) business days of receipt of the $2,000,000 referenced in Section 5.02 above, and after receipt of payees' completed W-9 forms, the Claims Administrator shall pay to Class Counsel the amount of incentive payments awarded by the Court, and Class Counsel shall disburse such funds to each Class Representative Settlement Independent of Award of Fees, Costs and Incentive Payments. The payments of attorneys fees, costs and incentive payments set forth in Sections 5.05, 5.06, 6.01 and 6.02 are subject to and dependent upon the Court s approval as fair, reasonable, adequate and in the best interests of Settlement Class Members. However, this Settlement is not dependent upon the Court s approving Plaintiffs requests for such payments or awarding the particular amounts sought by Plaintiffs. In the event the Court declines Plaintiffs requests or awards less than the amounts sought, this Settlement shall continue to be effective and enforceable by the Parties. If Plaintiffs or Class Counsel file an appeal limited solely to the issue WEST\

66 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 13 of 105 of the amount of attorneys fees awarded by the Court to Class Counsel, such appeal shall not affect the timing of the distribution of the Settlement Fund to the Approved Claimants. PRELIMINARY APPROVAL Order Of Preliminary Approval. As soon as practicable after the execution of this Agreement, Plaintiffs shall move the Court for entry of the Preliminary Approval Order substantially in the form attached as Exhibit A. Pursuant to the motion for preliminary approval, the Plaintiffs will request, among other things, that: A. the Court conditionally certify the Class for settlement purposes only and appoint Class Counsel as counsel for the Class for settlement purposes only; B. the Court preliminarily approve the settlement and this Agreement as fair, adequate and reasonable, and within the reasonable range of possible final approval; C. the Court approve the form of Notice and find that the notice program set forth herein constitutes the best notice practicable under the circumstances, and satisfies due process and Rule 23 of the Federal Rules of Civil Procedure and other applicable law; D. the Court set the date and time for the Final Approval Hearing, which may be continued by the Court from time to time without the necessity of further notice; and, E. the Court set the Claims Deadline, the Objection Deadline and the Opt- Out Deadline Timeline for Preliminary Approval Order. The Proposed Order granting preliminary approval of the settlement shall include the following timeline regarding settlement administration: Last day for Defendants to provide the Claims Administrator with the Notice List and Cell Phone Number List Last day for Settlement Website to become operational such that it is able to accept claims First Day for Claims Administrator to mail Postcard notice to persons on Notice List ( Notice Date ) Last day for Claims Administrator to complete 10 days after preliminary approval 35 days after preliminary approval ( Notice Date as defined herein) Notice Date (35 days after preliminary approval) No later than 30 days before the last day to file WEST\

67 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 14 of 105 publication of notice Internet notice period by Claims Administrator Last day for Class Counsel to file motion for approval of Class Representatives service payment and application for attorneys fees and costs Last day for claims to be submitted by Class Members Date for Claims Administrator to provide the final list of claimants to Defendants Date for Defendants to advise Claims Administrator whether the claimants are credit or cash claimants Date for Claims Administrator to send out letters to credit claimants Date by which credit recipients must object to inclusion in credit group Last day for requests for exclusion from the settlement to be postmarked by Class Members Last day for Class Members to file objections to the settlement Last day for Class Counsel to file motion for final approval of settlement Last day for Defendants or their agents to file CAFA declaration Last day for Claims Administrator to file Decl. Last day for Objectors counsel to file and serve a notice of appearance for Final Approval Hearing Last day for the Parties to reply to any objections filed by Class Members Hearing on motion for final approval of settlement, Class Representatives incentive payment, and application for attorneys fees and costs objections From Notice Date to 30 days before Objection Date 70 days after Notice Date (30 days before objection deadline) 90 days after Notice Date 120 days after Notice Date (30 days after claims period ends) 134days after Notice Date (14 days after receipt of last claimant list from claims admin.) 149 days after Notice Date (14 days after receipt of cash or credit list from Defendants) 163 days after Notice Date (14 days after mailing of letter re: receiving credits) 100 days after Notice Date 100 days after Notice Date 30 days before Final Approval Hearing, unless another date is ordered by the Court 14 days before Final Approval Hearing date 14 days before Final Approval Hearing 10 days before Final Approval Hearing 2 days before Final Approval Hearing Date or as the Court allows At least 230 days (approximately 7 2/3months) after preliminary approval ADMINISTRATION AND NOTIFICATION PROCESS Third-Party Claims Administrator. The Claims Administrator, KCC, shall be responsible for all matters relating to the administration of this settlement, as set forth herein. WEST\

68 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 15 of 105 Those responsibilities include, but are not limited to, giving notice to the Class, obtaining new addresses for returned mail, setting up and maintaining the Settlement Website and toll-free telephone number, fielding inquiries about the settlement, processing claims, acting as a liaison between Class Members and the Parties regarding claims information, approving claims, rejecting any claim where there is evidence of fraud, directing the mailing of settlement payments to Settlement Class Members, and any other tasks reasonably required to effectuate the foregoing. The Claims Administrator shall provide weekly updates on the status of claims to counsel for all Parties. Defendants may delegate to KCC the sending of the CAFA Notice Defendants shall contract with the Claims Administrator, but Class Counsel shall have full access to all information provided to and from, and communications with, the Claims Administrator by Defendants or any person or entity (except the Claims Administrator shall not provide the Notice List or Cell Phone Number List or any information therein to Class Counsel except as otherwise specifically set forth herein), including to verify membership in the cash or the credit groups, to verify proper payment and credits, to investigate questions about claims and their status, and in the event other circumstances arise that may require the identification of such persons. All material decisions relating to the administration of this settlement shall be agreed upon by Class Counsel and Defendants. If there is any disagreement over any such decisions, the Parties shall submit this issue to Retired Judge Hoffman and he shall make the final decision Notice Database. To facilitate the notice and claims administration process, Defendants will provide to the Claims Administrator, in an electronically searchable and readable format, the Notice List and the Cell Phone Number List. The Notice List will be used to mail the Postcard Notice. Those persons who receive the Postcard Notice need only provide their claim number as set forth on the Postcard Notice to make a claim provided that the claimant acknowledges that he or she did not provide prior express consent to be called on his or her cellphone number, i.e. simply by the act of filing a claim after reading or hearing the statement in the manner set forth herein in Section below. The Cell Phone Number List shall be used to verify that a claimant other than a claimant on the Notice List was called on his or her cellphone WEST\

69 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 16 of 105 by comparing the cellphone number provided by the claimant during the claims process to the numbers on the Cell Phone Number List. If the number appears on the Cell Phone Number List, the claim will be approved with the admonition in Section 10.03, i.e., simply by the act of filing a claim after reading or hearing the statement in the manner set forth herein in Section below. If the claimant provides more than one cellphone number, and more than one number appears on the Cell Phone Number List, that claimant is entitled to file only one claim. Defendants will provide the Notice List and Cell Phone Number List to the Settlement Administrator within ten (10) days of preliminary approval of this settlement. Class Counsel will not receive the Notice List or Cell Phone Number List but will be able to discuss the specific individuals in the Notice List and specific numbers on the Cell Phone Number List with the Claims Administrator, other co-counsel and defense counsel, on an as-needed basis and obtain the individual names of Class Members if necessary to facilitate the filing or administration of their claims, answer questions for the Class Members, or otherwise assist their Class Member clients without hindrance, if it is necessary or helpful to have the individual s name or names, or other identifying information, provided to Class Counsel Defendants represent for settlement purposes that the estimated size of the class is as follows: A. Persons in Notice List: Approximately 6,156,500 B. Cellular Telephone Numbers in Cell Phone Number List: Approximately 41,435,915 which includes the number of cellphone numbers in the Notice List. If the number of Persons in the Notice List or the number of cellular telephone numbers in the Cell Phone Number List materially deviates from these numbers, Plaintiffs reserve the right to seek additional compensation for those persons, either through negotiation with Defendants, through further mediation with Retired Judge Hoffman or both. A deviation of less than 10% shall not be considered a material deviation If any of the terms of this Settlement relating to the Claims Administrator s services would unreasonably hinder or delay such processes or make them more costly, the Claims Administrator shall so advise the Parties, and the Parties will accommodate the Claims Administrator to the extent necessary to carry out the intent of this Settlement Agreement. Any WEST\

70 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 17 of 105 personal information relating to Class Members provided to the Claims Administrator or Class Counsel pursuant to this Settlement shall (i) be provided solely for the purpose of providing notice to Class Members and allowing them to recover under this Settlement; (ii) shall be kept in strict confidence; (iii) shall be maintained securely with all reasonable information security precautions; (iv) shall not be disclosed to any third party other than the third-party consultant to verify the data provided as stated in 5.06 above; and, (v) shall not be used for any other purpose. No contact information obtained by or provided to the Claims Administrator at any time during or related to the claims process, about or related to any Class Member or claimant, shall be provided to Defendants, including but not limited to any updated addresses, phone numbers or other contact information Payment of Notice and Claims Administration Costs. Defendants shall pay the reasonable costs of notice and settlement administration as invoiced by the Claims Administrator. The Claims Administrator may provide an estimate of the amount of costs required to mail the Postcard Notice, create the publication/internet notice program, establish the Settlement Website, and establish a toll-free telephone number, as well as any other initial administration costs required, and request that Defendants pay the estimated amount to the Claims Administrator within seven (7) days after the entry of the Preliminary Approval Order. The Claims Administrator shall invoice anticipated costs and expenses thirty (30) days before expected payment. After that upfront payment of administration costs by Defendants, the Claims Administrator shall bill Defendants monthly for the reasonable additional costs of settlement administration. Any amounts paid by Defendants for the estimated costs of administration which are not incurred by the Claims Administrator shall be deducted from future billings by the Claims Administrator. The Claims Administrator shall maintain detailed records of the amounts spent on the administration of the settlement and shall provide those to the Parties monthly Payment for Approved Claims and Remaining Settlement Costs. Within fourteen (14) days after the Effective Date (the Funding Date ), Defendants shall provide funds to the Claims Administrator in the full amount of $2,000,000, subject to the terms of this Agreement to be distributed to all Approved Claimants entitled to a cash settlement payment. The Cash Component of the Settlement Fund shall be maintained in a non-interest bearing account opened WEST\

71 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 18 of 105 by the Claims Administrator. Within thirty (30) days of the Effective Date, or as soon as practicable thereafter not to exceed sixty (60) days after the Effective Date, Defendants shall apply the appropriate debt credit(s) to any Approved Claimants account(s) which are entitled to a debt credit under the settlement, up to the aggregate amount of $13,000,000. Within ten days of such completion, Defendants shall provide an accounting to confirm to the Claims Administrator the credits have been provided, including the names and account numbers of the account holders credited. The Claims Administrator shall conduct a random sample of such accounts in such manner based on their expertise and research to confirm to their satisfaction all credits have been provided as required Distribution of the Settlement Fund. The Claims Administrator shall distribute the Cash Component of the Settlement Fund in the following order and within the time period set forth with respect to each such payment: (a) first, no later than five (5) business days after the Funding Date, the Claims Administrator shall pay taxes and tax-related expenses, if any, or, at the Claims Administrator s discretion, it shall reserve an amount of the Settlement Fund sufficient to pay taxes and taxrelated expenses; (b) next, within ten (10) business days of receipt of the $2,000,000 referenced in Section 5.02 above, and after receipt of payees' completed W-9 forms, the Claims Administrator shall pay to Class Counsel the amount of incentive payments awarded by the Court, and Class Counsel shall disburse such funds to each Class Representative and pay the Special Master s fees and costs as provided in Section 20.13; (c) next, no later than thirty (30) days after the later of the Funding Date, the Claims Administrator shall pay the cash settlement payments to Approved Claimants that have submitted approved claims and qualify for such cash payments according to the terms of this Agreement; WEST\

72 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 19 of 105 (f) finally, on the Final Distribution Date, which is the earlier of (i) the date as of which all the checks for Settlement Awards have been cashed or (ii) 210 days after the date on which the last check for a Settlement Award was issued, the Claims Administrator shall pay any amount remaining from the Cash Component of the Settlement Fund from uncashed settlement checks to one or more cy pres recipients as set forth in Section NOTICES Settlement Notice. The Q&A Long Form Settlement Notice shall be substantially in the form of Exhibit B hereto and shall be posted on the Settlement Website Mailing of Postcard Notice. The Claims Administrator shall commence sending the Postcard Notice to each person on the Notice List via first class mail within thirty-five (35) days after preliminary approval, or as soon as practicable thereafter. The Claims Administrator shall use the Notice List to obtain each Class Member's last known address. Prior to mailing the Postcard Notice, the Claims Administrator shall run the names and addresses through the NCOA database maintained by the United States Postal Service. If mail is returned as undeliverable by the United States Postal Service, the Claims Administrator shall use best efforts to update those addresses through whatever reasonable means it has at its disposal, including but not limited to the following: (a) the Claims Administrator may conduct a reasonable search to locate an updated address for any Class Member whose Settlement Notice is returned as undeliverable; (b) the Claims Administrator shall update addresses based on any forwarding information received from the United States Postal Service; and, (c) the Claims Administrator shall update addresses based on any requests received from Class Members. The Claims Administrator shall then r those notices for which new addresses have been found at the earliest practicable date to facilitate providing sufficient time for the Class Members to take any action required. Each Postcard Notice shall have a unique Identification Number from which the Claims Administrator shall be able to trace to the information provided in the Notice List. WEST\

73 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 20 of R ing of Returned Settlement Notices. In addition to the procedures in Section 9.01, any Notices that are returned as non-deliverable with a forwarding address shall promptly be r ed by the Claims Administrator to such forwarding address Publication/Internet Notice. No earlier than the Notice Date nor any later than 30 days prior to the last date to file objections, the Claims Administrator shall complete the publishing of the Publication Notice substantially in the form attached hereto as Exhibit D, to be published or publicized in a manner and frequency set forth in the notice plan attached hereto as part of Exhibit D and E and to also be published on the Settlement Website when published, and retained on the website thereafter. No later than the Notice Date, the Claims Administrator shall implement a Notice Plan providing Notice on the Internet pursuant to its Internet Notice Plan, including but not limited to banner ads, strategic placement or other procedures intended to provide the Notice of the Settlement in a manner that will maximize the Notice to the Class Members. No later than thirty (30) days prior to the last date to file objections, the Claims Administrator shall complete the Internet Notice in a manner and frequency set forth in the notice plan attached hereto as part of Exhibits D and E Q & A Long Form Notice. The Claims Administrator shall also post on the website no later than the Notice Date a formal Q & A Long Form Notice, substantially in the form of Exhibit B hereto, which shall set forth in a question and answer format the details of the settlement, and the rights of Class Members to participate in the Settlement, exclude themselves or object to the settlement Press Release. Plaintiffs will issue a neutrally worded press release substantially in the form of Exhibit F hereto, the contents of which will have been agreed to in advance by Defendants. The purpose of the press release is to facilitate Class Members learning about the settlement through the notice process, including internet searches, and to provide instructions on how they may obtain additional information about the settlement. The press release will announce that the Action has been settled, and will include the URL for the dedicated settlement website through which Class Members can obtain relevant information. If there is any disagreement about the Press Release, the Parties will present their positions to Retired Judge Hoffman who will decide the issue. WEST\

74 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 21 of Website Notice. No later than the Notice Date, the Claims Administrator shall publish, maintain and administer a dedicated Settlement Website (with a website name agreed upon by the parties) containing case information and related documents, along with information necessary to file a claim, including filing by telephone, online through the website, and a version of the Claim Form members can download, complete and submit by mail as a hard copy. At a minimum, the Settlement Website shall include the Settlement Agreement and Exhibits, the Q & A Long Form Notice, the Preliminary Approval Motion papers, the Preliminary Approval Order, a procedure for submitting claims online, a downloadable Claim Form for anyone wanting to print a hard copy and mail in the Claim Form, the operative complaint, and when filed, any Application for Attorneys Fees and Costs, the Final Approval Motion papers, and the Final Approval Order Toll Free Telephone Number. No later than the Notice Date,, the Claims Administrator have available a working toll-free telephone number for receiving toll-free calls related to the settlement, and for the filing of claims. That telephone number shall be maintained until thirty (30) days after the Claims Deadline. When the Claims Deadline has passed, and after that time, and for a period of 90 days thereafter, either a person or a recording will advise any caller to the toll-free telephone number that the Claims Deadline has passed and the details regarding the settlement may be reviewed on the Settlement Website CAFA Notice. Defendants shall be responsible for providing the Class Action Fairness Act ("CAFA") notice required by 28 U.S.C no later than 10 days after the filing of the Preliminary Approval Motion. Defendants may delegate the service of the CAFA Notice to the Claims Administrator. If Defendants do so, they shall provide the Claims Administrator with the form of CAFA Notice which the Claims Administrator shall serve on the appropriate officials. The Claims Administrator shall file a declaration with the Court no later than fourteen (14) days before the Final Approval Hearing date, stating that the CAFA Notice has been served on the appropriate officials Adequacy of Notice. The Parties agree that the class notice described herein fairly informs the Class Members of the general nature of the litigation, the financial and other terms of the Agreement particularly significant for the Class Members, the general procedures WEST\

75 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 22 of 105 for and consequences of making a claim and objecting to the Settlement Agreement, and for excluding themselves from the settlement, and of the date of the final fairness and approval hearing. Compliance with the procedures described herein shall constitute due and sufficient notice to Class Members of this proposed settlement for the final approval hearing, and shall satisfy the requirement of due process. Nothing else shall be required of the Parties, Class Counsel, Defense Counsel, or the Claims Administrator to provide notice of the proposed settlement and the final approval hearing other than as described herein. If any additional requirements for giving notice to the Class are imposed by the Court that increase the costs of notice by more than twenty percent (20%), Defendants shall have the option to terminate this Agreement, and if terminated, this Agreement shall be null and void and this settlement of no force and effect. Defendants shall give notice of such termination in writing to Class Counsel no later than fourteen (14) days after the day that such additional notice requirement is imposed. CLAIMS PROCESS Claimants. Each Class Member who does not timely and validly request exclusion from the Settlement as required in this Agreement shall be a Settlement Class Member and entitled to make a claim. Each Settlement Class Member shall be entitled to make only one claim, regardless of the number of accounts that Settlement Class Member had or has with Defendants, or the number of calls made to that Settlement Class member's cell phone number(s) How to Make a Claim. In order to make a claim, a Settlement Class Member must either: (a) submit a claim by calling the toll-free number; (b) submit a claim online at the Settlement Website; or (c) submit the completed Claim Form downloaded from the Settlement Website to the Claims Administrator, by mail or otherwise. All claims must be submitted by the Claims Deadline as set forth in the Settlement Notice. Any Claim Form submitted, or if sent by mail postmarked, after the Claims Deadline shall be deemed untimely and an invalid claim What is Received by Filing A Claim and How a Claim is Approved. If someone was called by Defendants on their cellphone in the Class Period and are therefore a Class Member as set forth in Section 2.10, they are entitled to their pro rata share of one of two funds: 1) a $13,000,000 fund from which credits will be made to existing accounts held by Defendants WEST\

76 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 23 of 105 ( Credit Fund ) or 2) a $2,000,000 fund ( Cash Fund ) from which payments will be made to persons that do not presently have accounts containing balances with Defendants. If a Settlement Class Member submits a claim and qualifies for a monetary payment or debt credits, he or she is an Approved Claimant. A claimant is an Approved Claimant if they are either 1) a person who received the Notice postcard with a Claim Identification number and submits a claim or, 2) if no Notice postcard was received, their cellphone number was called by Defendants during the Class Period and is contained in the Cell Phone Number List of numbers called by Defendant in the Class Period, and they submit a claim. Whether a claimant s number was in fact called will be confirmed by the Claims Administrator by the claimant submitting a claim with a cellphone number or numbers that the claimant believes may have been called, and having it or them compared by the Claims Administrator to the records of cellphone numbers called by Defendants contained in the Cell Phone Number List. If those records indicate any of the claimant s numbers were called during the Class Period, the claimant is a Class Member and may submit a claim to be an Approved Claimant. No more than one claim per person can be submitted, regardless of the number of cellphone numbers called, or the number of times they were called. All Approved Claimants will receive either a pro rata share of the Credit Fund if they have an account with Defendants showing a balance owed, or if the Approved Claimant does not have an account with Defendants with a balance owed, or never had an account with Defendants, Approved Claimants in that group will get a pro rata share of the Cash Fund. The amount of credit or cash payment will be determined after the claims process is completed and the total amount of approved claims in each group is known. If the Settlement Class member receives a Postcard Notice with a claim identification number, the claims process shall require that the Settlement Class member provide his or her name, the claim identification number, and, if the notice address is incorrect, a current address. If the Settlement Class member / Claimant did not receive Postcard Notice with a claim number, or if the claim number is otherwise unavailable, the claims process shall require that in order to compare the claimant s cellphone number to those on the Cell Phone Number List, the Claimant provide his or her name, the cellular telephone number on which he or she thinks they may have WEST\

77 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 24 of 105 been called, his or her current address, and either his or her MCM account number or the last four digits of his or her social security number or taxpayer identification number to determine the status of the MCM account and/or ensure the settlement benefit is provided to the proper Claimant. A claimant may submit more than one number until all numbers they believe may have been called have been checked against the Cell Phone Number List, but once a number is matched to that list, no further search on behalf of that claimant is required because only one claim per claimant may be submitted. The online claim application procedure, any downloadable hard copy claim form, and the telephonic introduction for claims submitted by telephone, shall contain substantially the following message: By filing a claim, you are acknowledging that you were called by Defendants or their related entities on your cellphone at least once, and for one or more of those calls, you did not consent to receive such calls to your cellphone. CLAIM REVIEW PROCESS Review of Claims by Claims Administrator. Each Settlement Class member who does not exclude himself or herself from the class and who makes a timely claim shall have the claim reviewed by the Claims Administrator. The Claims Administrator shall review the claims and advise the Parties, at a minimum, on a weekly basis of the number of claims that are approved and denied. For claims submitted by persons who were sent Postcard Notices and who provided their Claim Identification Numbers as listed on those postcards, the Claims Administrator shall approve the claim so long as the Settlement Class member provides his or her name, the claim number and, if the notice address is incorrect, a current address. For claims submitted by persons who do not provide a Claim Identification Number, the Claims Administrator shall approve the claim so long as the Settlement Class member provides his or her name, the cellular telephone number on which he or she may have been called, his or her address, and either his or her MCM account number, or the last four digits of his or her social security number, or of his or her taxpayer identification number, and the telephone number provided matches a telephone number on the Cell Phone Number List. Class Counsel shall be entitled to contest the denial of any claims, first through meeting with the Claims Administrator, and if they are unable to resolve such issues, they may seek assistance of Retired Judge Hoffman WEST\

78 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 25 of 105 or the Court to resolve the issues at the earliest possible date, and to attempt to have a resolution before any final fairness hearing. However, if those issues are unresolved at the time of the final fairness hearing, that will not prevent the final fairness hearing from going forward, with the issues to be resolved at a later date but within sixty (60) days of the entry of any order regarding the final fairness hearing, including any order for final approval of the settlement Review of Claims by Defendants. On a weekly or otherwise agreed upon interval, the Claims Administrator shall provide Defendants with a List of Approved Claimants containing the information on the recently filed Approved Claims, with (1) the names and, if known, MCM account numbers for each person the Claims Administrator has determined is an Approved Claimant who was assigned a Claim Identification Number and sent a Postcard Notice, and (2) the names, MCM account numbers (if available) or the last four digits of the Social Security Number or of the Taxpayer Identification Number for each person the Claims Administrator has determined is an Approved Claimant but who was not assigned an Identification Number and sent a Postcard Notice. No contact information including updated addresses, telephone numbers or other contact information obtained in the Claims Process will be provided to Defendants by the Claims Administrator for either group of claimants. Defendants shall review the information provided by the Claims Administrator on an ongoing basis and inform the Claims Administrator on a regular basis whether each Approved Claimant is identified in Defendants records as owing money on Defendants account(s), and therefore included in the group of Class Members entitled to credits on their accounts, or not owing money on Defendants accounts and therefore in the group of Class Members entitled to a portion of the Cash Component of the Settlement Fund Final List of Approved Claimants. Recognizing that the Claims Administrator will be providing a list of Approved Claimants on an ongoing weekly or similar basis throughout the Claims Period to Defendants to allow Defendants to determine whether the Approved Claimants owe Defendants money and therefore are in the group receiving credits or the group receiving a portion of the Cash Component of the Settlement Fund, within thirty days (30) days after the Claims Deadline, the Claims Administrator will provide the last list of Approved Claimants to Defendants. Within fourteen (14) days of receipt of that last list of Approved WEST\

79 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 26 of 105 Claimants, Defendants will examine the list and determine for each Approved Claimant for whom it has not yet made such a determination, whether that Approved Claimant is identified in Defendants records as owing money on Defendants accounts, and shall inform the Claims Administrator of this determination. Within fourteen (14) days after receiving this information from Defendants, the Claims Administrator shall notify by mail each Approved Claimant who is identified as owing money to Defendants for one or more accounts for which Defendants are collecting and for which the Approved Claimant will be receiving debt credits under the Settlement, and the estimated amount or range of such debt credits. That notification will advise the Approved Claimant that he or she may contest whether he or she owes money to Defendants or does not have any existing account with Defendants, within fourteen (14) days of the date of mailing of the notification. That notification shall advise the recipient they may contest the credits either online through a website procedure or by calling a toll free telephone number set up for that purpose, or by letter or postcard postmarked before the expiration of the fourteen (14) day period. Any Approved Claimant who fails to contest the receipt of debt credits within the applicable fourteen (14) day period shall be conclusively determined to be entitled to debt credits rather than cash. Any Approved Claimant who, within the fourteen (14) day period, contests in good faith that he or she should receive cash rather than debt credits shall receive cash on a pro rata basis in the amount paid to the other cash recipients under this Agreement. Once the debt credits and settlement checks have been provided to all Approved Claimants, the Claims Administrator shall post a notice on the settlement website stating that all consideration due under the settlement has been paid Mailing of Settlement Checks. Settlement checks shall be sent to Approved Claimants who will be receiving a portion of the Cash Component of the Settlement Fund by the Claims Administrator via U.S. mail no later than Thirty (30) days after the later of the Effective Date or the date on which all disputes regarding claims are resolved and the amount of the settlement checks are determined, or as soon as practicable thereafter. If any settlement checks are returned, the Claims Administrator shall attempt to obtain a new mailing address for that Settlement Class Member by taking the steps described herein. If, after a second mailing, the settlement check is again returned, no further efforts need be taken by the Claims Administrator WEST\

80 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 27 of 105 to resend the check. The Claims Administrator shall advise Class Counsel and counsel for Defendants of the names of the claimants whose checks are returned by the postal service as soon as practicable. Each settlement check will be negotiable for one hundred eighty (180) days after it is issued. The Class Members will have no ownership interest whatsoever in the Cash Component of the Settlement Fund unless and until they cash the Settlement Checks. Any funds not paid out as the result of uncashed settlement checks shall be paid out as a cy pres award to a recipient or recipients chosen by Class Counsel and agreed to by Defendant and approved by the Court. If the Parties cannot agree, the Court shall decide. OPT-OUTS AND OBJECTIONS Opting Out of the Settlement. Any Class Members who wish to exclude themselves from the Settlement Class ("opt out") must advise the Claims Administrator in writing of that intent by sending such writing to the Claims Administrator by first class mail, and their opt out request must be postmarked no later than the Opt-Out Deadline. The Claims Administrator shall provide the Parties with copies of all opt-out requests it receives, and shall provide a list of all Class Members who timely and validly opted out of the settlement in its declaration filed with the Court fourteen (14) days before the final approval hearing. Settlement Class Members who do not properly and timely submit an opt-out request will be bound by this Agreement and the judgment, including the releases in this Settlement Agreement. A. In the written request for exclusion, the Class Member must state his or her full name, address, and telephone number. Further, the Class Member must include a statement in the written request for exclusion that he or she wishes to be excluded from the settlement. B. Any Class Member who submits a valid and timely request for exclusion will not be a Settlement Class Member and shall not be bound by the terms of this Agreement Objections. Any Settlement Class Member who intends to object to the fairness of this settlement must file a written objection with the Court and provide a copy to the Settlement Administrator, Class Counsel and counsel for Defendants by the Objection Deadline. A. In the written objection, the Settlement Class Member must state his or her full name, address, and telephone number, an explanation as to why the objector is a Class WEST\

81 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 28 of 105 Member including the provision of a Claim Identification Number as listed on the postcard they received, or the telephone number on which the objector was called, the reasons for his or her objection, and whether he or she intends to appear at the fairness hearing on his or her own behalf or through counsel. Any documents supporting the objection must also be attached to the Objection. B. Any Settlement Class Member who objects may appear at the Fairness Hearing, either in person or through an attorney hired at the Settlement Class Member's own expense, to object to the fairness, reasonableness, or adequacy of this Agreement or the Settlement. A Settlement Class Member or his or her attorney intending to make an appearance at the Fairness Hearing must: (a) file a notice of appearance with the Court no later than ten (10) days prior to the Fairness Hearing, or as the Court may otherwise direct; and (b) serve a copy of such notice of appearance on all counsel for all Parties. Any Settlement Class Member who fails to file a written objection in compliance with the provisions of this Section shall waive and forfeit any and all rights to appear separately and/or to object, and shall be bound by all the terms of this Settlement, and by all proceedings, orders, and judgments in the litigation. FINAL APPROVAL AND JUDGMENT ORDER No later than fourteen (14) days prior to the Final Approval Hearing, the Claims Administrator shall file with the Court and serve on counsel for all Parties a declaration stating that the Notice required by the Agreement has been completed in accordance with the terms of the Preliminary Approval Order, and the results of the claims process, the number of requests for exclusion, including providing copies of those to the Court, and any information it may have relating to any objections it may have received No later than thirty (30) days before the last day for objections to be filed, Class Counsel shall file their application for attorneys fees and costs and motion for approval of Class Representatives service payments and these papers shall be posted on the Settlement Website within three (3) days of filing; If the Settlement is approved preliminarily by the Court, and all other conditions precedent to the settlement have been satisfied: WEST\

82 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 29 of 105 A. No later than thirty (30) days prior to the Final Approval Hearing, or at such time as the Court may order, the Class Representatives shall request, individually or collectively, that the Court enter the Final Approval Order in substantially the form attached as Exhibit F, with Class Counsel filing a memorandum of points and authorities in support of the motion; and, B. No later than two (2) days before the Final Approval Hearing, counsel for the Class and/or Defendants may file a memorandum addressing any objections submitted to the Settlement At the Final Approval Hearing, the Court will consider and determine whether the provisions of this Agreement should be approved, whether the Settlement should be finally approved as fair, reasonable and adequate, whether any objections to the Settlement should be sustained or overruled, whether the fee award and incentive payments to the Class Representatives should be approved, and whether a judgment finally approving the Settlement should be entered This Agreement is subject to and conditioned upon the issuance by the Court of a Final Approval Order substantially in the form of Exhibit G which grants final approval of this Agreement and: A. finds that the Notice provided satisfies the requirements of due process, Fed. R. Civ. P. 23(e)(1) and all other applicable law; B. finds that Settlement Class Members have been adequately represented by the Class Representatives and Class Counsel; C. finds that the Settlement Agreement is fair, reasonable and adequate to the Settlement Class, that each Settlement Class Member shall be bound by this Agreement, including the releases in Sections through 16.04, and that this Settlement Agreement should be and is approved; D. dismisses on the merits and with prejudice all claims of the Settlement Class Members asserted against Defendants in the In Re: Midland Credit Management, Inc. TCPA Litigation Action; WEST\

83 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 30 of 105 E. permanently enjoins each and every Settlement Class Member from bringing, joining, or continuing to prosecute any Released Claims against Defendants or the Released Parties; and, F. retains jurisdiction of all matters relating to the interpretation, administration, implementation, effectuation and enforcement of this Settlement. FINAL JUDGMENT The Judgment entered at the Final Approval Hearing shall be deemed final the later of: A. Thirty-One (31) days after entry of the Final Judgment approving the Settlement if no document is filed within that time seeking appeal, review or rehearing of the judgment; or B. If any such document is filed, then five (5) days after the date upon which all appellate and/or other proceedings resulting from such document have been finally terminated, and if an appeal was filed, after mandate is issued by the appellate court and received by the district court, in such a manner as to permit the judgment to take effect in substantially the form described in Section CONFIRMATORY DISCOVERY Class Counsel shall be entitled to conduct limited discovery to confirm the accuracy of the information provided to them during the course of the litigation and the Parties settlement negotiations. The purpose of that discovery shall be to confirm the procedures, methods and analysis of calculation of class size and membership in the Class, and the procedures and methods for creating the Notice List and Cell Phone Number List. The scope and manner of confirmatory discovery will be agreed to by the Parties, but will include at a minimum written discovery and a deposition of a representative of Defendants. Defendants agree to respond to Plaintiffs confirmatory discovery on an expedited basis so as to allow all discovery to be completed and preliminary approval motion on file by June 12, 2015, or as soon as practicable thereafter. This discovery is to be used solely for purposes of finalizing this WEST\

84 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 31 of 105 Settlement and may not be used for any purpose in the event this Agreement is terminated or is otherwise not fully and finally approved by the Court. RELEASE OF CLAIMS Upon entry of the Judgment, Class Representatives, for themselves and on behalf of each member of the Class who has not submitted a valid and timely request for exclusion from the Class, and their respective heirs, assigns, successors, agents, attorneys, executors, and representatives, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, irrevocably, and forever released Encore Capital Group, Inc., Midland Funding, LLC and Midland Credit Management, Inc. and, whether or not specifically named herein, each of their past or present directors, officers, employees, agents, insurers or reinsurers, shareholders, attorneys, advisors, consultants, representatives, partners, affiliates, related companies, affiliated companies, parents, subsidiaries, joint venturers, independent contractors, vendors and service providers, wholesalers, resellers, distributors, retailers, divisions, predecessors, successors, and assigns (collectively, the Released Parties ), from any and all liabilities, claims, causes of action, damages, penalties, costs, attorneys fees, losses, or demands, whether known or unknown, existing or potential, suspected or unsuspected, which were asserted in the Action or are related to the claims asserted in the Action, any and all claims relating to the making, placing, dialing or initiating of calls using an automatic telephone dialing system or artificial or prerecorded voice, any and all claims for violation of the Telephone Consumer Protection Act, 47 U.S.C. 227 and the regulations promulgated thereunder or related thereto, and any and all claims for violation of any laws of any state that regulate, govern, prohibit or restrict the making, placing, dialing or initiating of calls using an automatic telephone dialing system, an artificial or prerecorded voice, or any automated process or technology (hereafter, collectively, the Released Claims ). Excluded from the Released Parties are Atlantic Credit & Finance, Inc. and Propel Financial Services. Excluded from the Released Claims are any claims arising from telephone calls made by Asset Acceptance LLC itself, or by Astra Business Services, Inc. or Radius Solutions, Inc., on behalf of Asset Acceptance LLC. Also excluded from the Released Claims are any claims based on telephone calls made before November 2, 2006 or on or after September 1, WEST\

85 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 32 of By operation of the entry of the Judgment, the Class Representatives, for themselves and on behalf of each member of the Class, agree to waive in connection with the Released Claims any and all provisions, rights and benefits, which they now have or in the future may be conferred to them by section 1542 of the California Civil Code ( Section 1542 ) or any similar statutory or common law provision of any other jurisdiction. Section 1542 reads as follows: Certain Claims Not Affected by General Release: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Class Representatives, for themselves and each member of the Class, expressly acknowledge that, to the extent permitted by law, they are waiving in connection with the Released Claims the protections of Section 1542 and of any comparable statutory or common law provision of any other jurisdiction Covenant Not To Sue. Except for proceedings to enforce the terms of this Settlement Agreement, upon entry of Judgment, the Class Representatives, for themselves and on behalf of each member of the Class, shall be deemed to have, and by operation of the Judgment shall have agreed, not to file, maintain, cause or knowingly permit the filing or maintenance of any lawsuit, administrative action, or other proceeding, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, that arises from or relates to any of the Released Claims against the Released Parties. Further, Plaintiffs agree and covenant, and each Settlement Class member will be deemed to have agreed and covenanted, not to sue any Released Party with respect to any of the Released WEST\

86 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 33 of 105 Claims, or otherwise to assist others in doing so, and agree to be forever barred from doing so, in any court of law or equity, or any other forum. TERMINATION OF AGREEMENT Either Side May Terminate the Agreement. Plaintiffs and Defendants shall each have the right to unilaterally terminate this Agreement by providing written notice of his, their or its election to do so ("Termination Notice") to all other Parties hereto within ten (10) calendar days of any of the following occurrences: a. the Court rejects, materially modifies, materially amends or changes, or declines to preliminarily or finally approve the Settlement Agreement; b. an appellate court reverses the Final Approval Order, and the Settlement Agreement is not reinstated without material change by the Court on remand; c. any court incorporates into, or deletes or strikes from, or modifies, amends, or changes, the Preliminary Approval Order, Final Approval Order, or the Settlement Agreement in a way that Plaintiffs or Defendants reasonably consider material, unless such modification or amendment is accepted in writing by all Parties; d. the Effective Date does not occur; or e. any other ground for termination provided for elsewhere in this Agreement occurs Termination if Large Number of Opt Outs. If, at the conclusion of the Opt-Out Deadline, more than 7,500 persons have opted-out of the Settlement, the Defendants shall have, in their sole and absolute discretion, the option to terminate this Agreement within ten (10) calendar days after the Opt-Out Deadline Revert to Status Quo. If either Plaintiffs or Defendants terminate this Agreement as provided herein, the Agreement shall be of no force and effect and the Parties' rights and defenses shall be restored, without prejudice, to their respective positions as if this Agreement had never been executed, and any orders entered by the Court in connection with this Agreement shall be vacated. However, any payments made to the Claims Administrator for services actually rendered to the date of termination shall not be refunded to Defendants. WEST\

87 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 34 of 105 NO ADMISSION OF LIABILITY Defendants deny any liability or wrongdoing of any kind associated with the alleged claims in the operative complaints. Defendants have denied and continue to deny each and every material factual allegation and all claims asserted against them in the In Re: Midland Credit Management, Inc. TCPA Litigation Action. Nothing herein shall constitute an admission by Defendants of wrongdoing or liability, or of the truth of any allegations in the Action. Nothing herein shall constitute an admission by Defendants that the In Re: Midland Credit Management, Inc. TCPA Litigation Action is properly brought on a class or representative basis, or that the class may be certified in those actions, other than for settlement purposes. To this end, the settlement of the Action, the negotiation and execution of this Agreement, and all acts performed or documents executed pursuant to or in furtherance of the Settlement: (i) are not and shall not be deemed to be, and may not be used as, an admission or evidence of any wrongdoing or liability on the part of Defendants or of the truth of any of the allegations in the In Re: Midland Credit Management, Inc. TCPA Litigation Action ; (ii) are not and shall not be deemed to be, and may not be used as, an admission or evidence of any fault or omission on the part of Defendants in any civil, criminal or administrative proceeding in any court, arbitration forum, administrative agency or other tribunal; and, (iii) are not and shall not be deemed to be and may not be used as an admission of the appropriateness of these or similar claims for class certification Pursuant to Federal Rules of Evidence Rule 408 and California Evidence Code Sections 1119 and 1152, and any similar provisions under the laws of other states, neither this Agreement nor any related documents filed or created in connection with this Agreement shall be admissible in evidence in any proceeding, except as necessary to approve, interpret or enforce this Agreement. TAXES Responsibility for Taxes on Distribution. Any person or entity that receives a distribution from the Settlement Fund shall be solely responsible for any taxes or tax-related expenses owed or incurred by that person or entity by reason of that distribution. Such taxes and tax-related expenses shall not be paid from the Settlement Fund. WEST\

88 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 35 of Defendants Are Not Responsible. In no event shall Defendants or any of the other Released Parties have any responsibility or liability for taxes or tax-related expenses arising in connection with the payment or distribution of the Settlement Fund to Plaintiffs, Class Members, Class Counsel or any other person or entity, and the Settlement Fund shall indemnify and hold Defendants and the other Released Parties harmless for all such taxes and tax-related expenses (including, without limitation, taxes and tax-related expenses payable by reason of any such indemnification). MISCELLANEOUS Entire Agreement. This Agreement and the exhibits hereto constitute the entire agreement between the Parties. No representations, warranties or inducements have been made to any of the Parties, other than those representations, warranties, and covenants contained in this Agreement Governing Law. This Agreement shall be governed by the laws of the State of California Non-Waiver Of Debts/Obligations Owing By Class Members. The Parties understand and agree that, except for debt credits issued pursuant to Section 5.01 above, this Settlement Agreement and any terms herein shall not affect in any regard any debt or obligation owed by any Plaintiff or Settlement Class Member to Defendants or the Released Parties. This Settlement Agreement does not operate to waive, extinguish, terminate, reduce or affect any debt or obligation owed by Plaintiffs or Class Members, and shall not impair or limit any right or cause of action or right to enforce or otherwise collect any underlying debt or amount owed to Defendants or the Released Parties and their related or affiliated entities. Any payments or debt credits made under this Settlement shall not affect the statute of limitations applicable to any debt Jurisdiction. The Court shall retain continuing and exclusive jurisdiction over the Parties to this Agreement, including the Plaintiffs and all Settlement Class members, for purposes of the administration and enforcement of this Agreement No Construction Against Drafter. This Agreement was drafted jointly by the Parties and, in construing and interpreting this Agreement, no provision of this Agreement shall WEST\

89 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 36 of 105 be construed or interpreted against any Party based upon the contention that this Agreement or a portion of it was purportedly drafted or prepared by that Party Resolution of Disputes. The Parties shall cooperate in good faith in the administration of this Settlement. Any unresolved dispute regarding the administration of this Agreement shall first be presented to Retired Judge Hoffman for mediation and, if no agreement is reached, be decided by the Court. If assistance of Retired Judge Hoffman is required, any costs associated with such resolution process shall be paid from the Cash Component of the Settlement Fund Counterparts. This Agreement may be signed in counterparts and the separate signature pages executed by the Parties and their counsel may be combined to create a document binding on all of the Parties and together shall constitute one and the same instrument Time Periods. The time periods and dates described herein are subject to Court approval and may be modified upon order of the Court or written stipulation of the Parties Authority. Each person executing this Settlement Agreement on behalf of any of the Parties hereto represents that such person has the authority to so execute this Agreement No Oral Modifications. This Agreement may not be amended, modified, altered or otherwise changed in any manner, except by a writing signed by a duly authorized agent of Defendants and Plaintiffs, and approved by the Court Press Releases and Public Notices. The Parties and their counsel agree they will not issue any press releases concerning this Settlement Agreement or the resolution of the Action except as specifically set forth above. Other than as may be required of Defendants or the Released Parties in their public filings, no public disclosure shall be made regarding the settlement until the filing of the Motion for Preliminary Approval. After that date, any public disclosure shall be limited to the information contained in the Settlement Agreement, exhibits and Court Orders Notices. Unless otherwise stated herein, any notice required or provided for under this Agreement shall be in writing and may be sent by electronic mail, fax or hand delivery, postage prepaid, as follows: WEST\

90 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 37 of 105 If to Class Counsel: Douglas J. Campion, Esq. Law Offices of Douglas J. Campion, APC Via Del Campo, Suite 100 San Diego, CA James O. Latturner, Esq. Edelman Combs Latturner & Goodwin LLC 20 South Clark Street Suite 1500 Chicago, IL If to counsel for Settling Defendants: Edward D. Totino DLA Piper LLP (US) 2000 Avenue of the Stars, North Tower 4th Floor Los Angeles, CA Telephone: (310) William S. Boggs DLA Piper LLP (US) 401 B Street Suite 1700 San Diego, CA Telephone: (619) william.boggs@dlapiper.com Appointment of Special Master. The Parties agree to seek Court approval of the appointment of Retired Judge Hoffman to serve as Special Master for purposes of this Settlement, including drafting a Report & Recommendation to the trial court about the Preliminary and /or Final Approval, and to take such other action as is necessary to facilitate this WEST\

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98 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 45 of 105 EXHIBIT A

99 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 46 of 105 DLA PIPER LLP (US) LOS ANGELES IN RE: MIDLAND CREDIT MANAGEMENT, INC., TELEPHONE CONSUMER PROTECTION ACT LITIGATION WEST\ UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA Case No. 11-md-2286 MMA (MDD) Member Cases: 10-cv cv cv cv ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT JUDGE: Hon. Michael M. Anello CASE NO. 11-md-2286 MMA (MDD)

100 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 47 of 105 DLA PIPER LLP (US) LOS ANGELES Plaintiffs Christopher Robinson, Eduardo Tovar, and Dave Scardina, (collectively, "Plaintiffs") filed a Motion for Preliminary Approval of Class Action Settlement and Certification of Settlement Class (hereinafter referred to as the Preliminary Approval Motion ) in the above-captioned action (the Lawsuit ). The Preliminary Approval Motion was unopposed by Defendants Midland Funding, LLC, Midland Credit Management, Inc. ( MCM ), and Encore Capital Group, Inc. (collectively, Defendants ). The Court has read and considered the Settlement Agreement (the Agreement ), the Preliminary Approval Motion, and the record in this case. NOW, THEREFORE IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: I. JURISDICTION: The Court has jurisdiction over the subject matter of the Lawsuit and over all settling parties hereto. All capitalized terms used herein have the meanings defined herein and / or in the Agreement. II. PRELIMINARY APPROVAL OF PROPOSED SETTLEMENT: The Court preliminarily finds that the Settlement of the Lawsuit, on the terms and conditions set forth in the Agreement and the exhibits thereto, is in all respects fundamentally fair, reasonable, adequate and in the best interests of the Class Members, taking into consideration the benefits to Class Members; the strength and weaknesses of Plaintiffs case; the complexity, expense and probable duration of further litigation; and the risk and delay inherent in possible appeals. The Court finds that notice of the Settlement should be given to persons in the Class and a full hearing should be held on approval of the Settlement. The provisions of the Settlement Agreement are preliminarily approved and the Parties shall comply with its terms. III. CLAIMS ADMINISTRATOR: The Court approves the selection of KCC to be the Claims Administrator. The Claims Administrator will administer the WEST\ CASE NO. 11-md-2286 MMA (MDD)

101 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 48 of 105 DLA PIPER LLP (US) LOS ANGELES applicable provisions of the Agreement in accordance with the terms of the Agreement, including, but not limited to, distributing and providing the class notice, receiving and examining claims, calculating claims against the Settlement Fund consisting of the $13,000,000 fund for debt credits and the $2,000,000 cash fund, preparing and issuing or working with Defendants to issue all disbursements of the Settlement Fund to Approved Claimants, and handling inquiries about the calculation of the individual settlement amounts. All reasonable fees and costs of the Claims Administrator shall be paid by Defendants and shall not be deducted from the Settlement Fund. IV. In compliance with the Class Action Fairness Act, 28 U.S.C. 1715, and as set forth in the Agreement, Defendants, themselves or through their designees, are ordered to serve written notice of the proposed settlement on the U.S. Attorney General and the appropriate state official of each state, unless such notice has already been served. V. CLASS MEMBERS: Pursuant to Fed. R. Civ. P. 23(b)(3), the Lawsuit is hereby preliminarily and conditionally certified, for settlement purposes only, as a class action on behalf of the following class members: All persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. WEST\ CASE NO. 11-md-2286 MMA (MDD)

102 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 49 of 105 DLA PIPER LLP (US) LOS ANGELES Excluded from the Class are the Judges to whom the Action is assigned and any member of the Judges staffs and immediate families, as well as all persons who validly request exclusion from the Settlement Class. VI. CLASS REPRESENTATIVES AND CLASS COUNSEL APPOINTMENT: For purposes of the Court considering preliminary approval, the Court appoints Plaintiffs as the Class Representatives and Douglas J. Campion of The Law Offices of Douglas J. Campion, APC and James O. Latturner of Edelman, Combs, Latturner & Goodwin, LLC as Class Counsel. VII. NOTICE AND CLAIMS PROCESS: The Court approves the form, content and method of notice set forth in the Agreement. If they have not already done so, Defendants shall provide the Notice List and Cell Phone Number List to the Settlement Administrator within ten (10) days of this order granting preliminary approval. No later than thirty-five (35) days after the date of this order, the Claims Administrator shall establish the Settlement Website. No later than thirty-five (35) days after the date of this order, the Claims Administrator shall send by regular mail the Postcard Notice to each person in the Notice List at their last known address as provided by Defendants or as updated by the Claims Administrator through the National Change of Address Database. Any Postcard Notices that are returned as non-deliverable with a forwarding address shall promptly be r ed by the Claims Administrator to such forwarding address. As for Class Members who are not identified in the Notice List, the Claims Administrator shall provide notice by publication and online as set forth in the Publication and Online Notice Plan attached as Exhibits D and E to the Agreement. The Claims Administrator shall initiate the publication of Publication Notice and Online Notice no later than forty (40) days after the date of this Order and complete the publication of WEST\ CASE NO. 11-md-2286 MMA (MDD)

103 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 50 of 105 DLA PIPER LLP (US) LOS ANGELES Publication Notice and Online Notice no later than ninety (90) days after the date of this Order. The Postcard Notice, the Publication Notice and the Online Notice shall reference a website established for this Settlement, and that website shall contain the full details of the Settlement and permit the filing of claims on the website. The mailed and published notices shall also contain the Claims Administrator s toll free telephone number so that the Class Members can inquire about the Settlement and also make a claim over the telephone. If the mail attempts at notice are unsuccessful, and/or a Class Member otherwise fails to follow the procedures set forth in this Agreement for submitting a claim or requesting exclusion from the Class, the notice procedures for Class Members not identified in the Notice List shall be deemed to apply and the Class Member shall automatically be deemed a member of the Class whose rights and claims with respect to the issues raised in this action are determined by the Court s final Order approving the settlement of the class claim and this Action, and the Judgment, and by the other rulings in the Action. At least fourteen (14) days prior to the Final Approval Hearing, the Claims Administrator shall file a declaration of compliance with the notice procedures set forth in the Agreement. The Court finds that the form, content and method of notice set forth in the Agreement satisfy the requirements of Fed. R. Civ. P. 23(c)(2), the Constitution of the United States, and any other applicable laws, and due process, and constitutes the best notice practicable under the circumstances. The forms of notice set in Agreement and approved herein provide a means of notice reasonably calculated to apprise the Class Members of the pendency of the action and the proposed settlement, and thereby meet the requirements of Fed. R. Civ. P. 23(c)(2) of the Federal Rules of Civil Procedure, as well as due process under the United States WEST\ CASE NO. 11-md-2286 MMA (MDD)

104 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 51 of 105 DLA PIPER LLP (US) LOS ANGELES Constitution, and any other applicable law, and shall constitute due and sufficient notice to all Class Members entitled thereto. VIII. SETTLEMENT AND CLAIMS PROCESS: The Court preliminarily approves the $15,000,000 Settlement Fund consisting of a $2,000,000 cash component and a $13,000,000 debt forgiveness component, as fair, reasonable and adequate for members of the Class. The Court preliminarily approves the process set forth in the Agreement for reviewing, approving and paying claims from the Common Fund. The Court also preliminarily approves the incentive payments that will be sought by Plaintiffs to be paid from the Common Fund. IX. CLASS CERTIFICATION: The Court preliminarily finds that the Lawsuit satisfies the applicable prerequisites for class action treatment under Fed. R. Civ. P. 23, for purposes of settlement only. X. EXCLUSIONS: Any Class Member may request to be excluded from the Class (i.e., opt out ) by mailing a letter or other writing, by first class mail, to the Claims Administrator containing the Class Member s name and address, and telephone number and a statement that he or she requests to be excluded from the Class. Any such request must be made in accordance with the terms set forth in the Class Notice and will be timely only if postmarked no later than one hundred thirty-five (135) days after the date of this order granting preliminary approval of this settlement and Agreement (the Opt- Out Deadline ). The Claims Administrator shall provide the Parties with copies of all opt-out requests as they are received and, no later than five (5) days after the Opt-Out Deadline, the Claims Administrator shall provide defense counsel and Class Counsel with a list of the Class Members who have requested exclusion from the Class. Any Class Member who submits a valid and timely request for exclusion shall not be a member of the WEST\ CASE NO. 11-md-2286 MMA (MDD)

105 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 52 of 105 DLA PIPER LLP (US) LOS ANGELES settlement Class, and shall not be bound by the Agreement or Settlement. If more than 7,500 persons request exclusion from the Class by the Opt-Out Deadline, Defendants shall have the option to terminate the Agreement and the settlement proceedings, and this Order shall be null and void and the settlement of no force and effect. Defendants shall give notice of such termination in writing to Class Counsel and the Claims Administrator no later than ten (10) days after the Opt-Out Deadline. The notice of termination shall then promptly be filed with the Court by Class Counsel. XI. OBJECTIONS: Any Class Member may object to the terms of the Settlement, including, but not limited to, the benefits to be paid to the Class under the settlement, Class Counsel s application for attorneys fees and litigation expenses and the Class Representatives service payments by mailing a written objection to the Court. Any Class Member who wants to appear at the Final Approval Hearing, either personally or through counsel, must mail a notice of intention to Appear to the Court. Written objections and/or notices of intention to appear must be mailed to the Court, and served upon Class Counsel, Defense Counsel, and the Settlement Administrator, no later than one hundred and thirty-five (135) days after the date of this order granting preliminary approval of the settlement. The timeliness of objections and notices shall be determined the date of receipt by the Court. No later than two days before the Final Approval Hearing, the parties may file with the Court replies to any objections. XII. Class Members who do not file their objections and/or notices of intention to appear in the manner set forth herein will be deemed to have waived all objections and will not be entitled to be heard at the final approval hearing. XIII. Class Counsel shall file a motion for approval of Class Representatives service payments and application for attorneys fees and costs no later than WEST\ CASE NO. 11-md-2286 MMA (MDD)

106 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 53 of 105 DLA PIPER LLP (US) LOS ANGELES thirty (30) days before the last date to file and serve Objections Class Counsel shall file a motion for final approval of settlement no later than thirty (30) days before the Final Approval Hearing. The motion for final approval of settlement and motion for attorney s fees shall be posted on the website of the Claims Administrator so that they may be reviewed and printed out by any member of the Class or any other person. XIV. FINAL APPROVAL HEARING: The Court shall conduct a hearing (hereinafter the Final Approval Hearing ) on, 201_, at, in Courtroom 3A (3rd Floor Schwartz) of the United States District Court for the Southern District of California, 221 West Broadway, San Diego, CA, The Final Approval Hearing may be rescheduled or continued by the Court without further notice to the Class Members. At the hearing, the Court will consider the following issues: A. Whether this action satisfies the applicable prerequisites for class action treatment for settlement purposes under Fed. R. Civ. P 23; B. Whether the proposed settlement is fundamentally fair, reasonable, adequate, and in the best interest of the Class Members and should be approved by the Court; C. Whether the order granting final approval of class action settlement and judgment, as provided under the Agreement, should be entered, dismissing the Lawsuit with prejudice and releasing the Released Claims against the Released Parties; and D. Such other issues as the Court deems appropriate. XV. Attendance at the Final Approval Hearing is not necessary. Class Members need not appear at the hearing or take any other action to indicate their approval of the proposed class action Settlement. However, Class Members WEST\ CASE NO. 11-md-2286 MMA (MDD)

107 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 54 of 105 DLA PIPER LLP (US) LOS ANGELES wishing to be heard are required to submit a notice of intention to appear at the Final Approval Hearing. XVI. Pending the final determination of the fairness, reasonableness, and adequacy of the proposed Settlement, no Class Member may prosecute, institute, commence, or continue any lawsuit (individual action or class action) with respect to the Released Claims against any of the Defendants. XVII. If the Agreement is not finally approved for any reason, then this order shall be vacated, the Agreement shall have no force and effect, and the Parties rights and defenses shall be restored, without prejudice, to their respective positions as if the Agreement had never been executed and this order never entered. XVIII. The Court retains continuing and exclusive jurisdiction over the action to Dated: consider all further matters arising out of or connected with the settlement, including the administration and enforcement of the Agreement. WEST\ IT IS SO ORDERED. THE HON. MICHAEL M. ANELLO U.S. DISTRICT COURT JUDGE -8- CASE NO. 11-md-2286 MMA (MDD)

108 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 55 of 105 EXHIBIT B

109 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 56 of 105 NOTICE AND FREQUENTLY ASKED QUESTIONS ( FAQ ) NOTICE OF PROPOSED CLASS ACTION SETTLEMENT IN RE: MIDLAND CREDIT MANAGEMENT, INC., TELEPHONE CONSUMER PROTECTION ACT LITIGATION United States District Court for the Southern District of California Case No. 11-md-2286 MMA (MDD) READ THIS NOTICE CAREFULLY YOUR LEGAL RIGHTS MAY BE AFFECTED A court authorized this notice. This is not a solicitation from a lawyer. If you were called on a cellular telephone in the United States by any of the Defendants, Midland Credit Management, Inc. (MCM ), Midland Funding, LLC or Encore Capital Group, Inc. (collectively, Defendants ), in connection with an alleged debt using a dialer or by an artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive (the Class Period ), you are a class member and your rights may be affected by a class action settlement. Please read the rest of this Notice to find out more. SUMMARY OF SETTLEMENT, CLAIMS PROCESS, EXCLUDING YOURSELF FROM OR OBJECTING TO THE SETTLEMENT The Plaintiffs sued the debt collector Defendants in a Class Action for allegedly calling Plaintiffs and other persons (the Class Members as defined below) on their cellphones without their prior consent, in violation of the Telephone Consumer Protection Act ( TCPA ), using an automatic telephone dialing system ( Autodialer ) or artificial or prerecorded voice between November 2, 2006 through August 31, 2014 (the Class Period ). Defendants deny that they violated the TCPA. However, the Parties have reached a settlement of this Class Action whereby Defendants will provide the following to settle the lawsuit: 1) They will provide credits in a total amount of $13,000,000, on a pro rata basis, to the collection accounts maintained by Defendants of all Class Members who make valid claims, with the individual credit amount to be determined by the number of valid claims submitted; 2) Pay $2,000,000 which will be divided on a pro rata basis among all Class Members submitting valid claims that do not have existing accounts with Defendants; 3) In addition, Defendants will pay for all costs of notice and claims administration; and 4) Defendants will pay attorneys fees and costs of litigation in an amount approved by the court but not to exceed $2,400,000. There are two groups of potential claimants. The first group consists of those persons who have accounts with Defendants and for whom Defendants records show received calls on their cellphones. The second group consists of persons whose cellphone numbers Defendants called but where Defendants records do not show those calls were received by persons with accounts. Defendants generally have a name and address associated with their accounts, but do not have names and addresses for persons without accounts. Therefore, the first group will be sent a postcard providing Notice of the Settlement. The second group, will be notified of the settlement through publication and internet notice. Class members may submit claims though a toll-free number, online through a settlement website, or by mail by downloading and mailing a claim form. If the class member received a postcard in the mail with a Claim Identification Number, all that is required to submit a claim is that they provide the Claim Identification number. If the class member did not receive a postcard, the class member may provide the Claims Administrator with the cellphone number(s) that they believe may have been called to determine whether the number was called. The Claims Administrator will maintain a list of all cellphone numbers called and if the claimant s cellphone number is on the list as having been called in the Class Period, they may submit a claim. If Class Members do not want to participate in the Settlement, they can request to exclude WEST\

110 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 57 of 105 themselves as set forth herein. If they want to remain in the Class but want to formally object to the Settlement, they can do as detailed below. There are deadlines for submitting claims, excluding themselves from the Class or objecting, all set forth herein. The Court in charge of this case has not decided whether to finally approve the settlement; however, the Court has preliminarily approved the settlement as fair, adequate and reasonable. Payments or one-time debt forgiveness will take place if the Court approves the settlement and after any appeals are resolved. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT Participate in the Settlement If you wish to receive the benefits of the Settlement Fund, which consists of either credits to your collection account with Defendants or a cash payment if you have no existing collection account with Defendants, read this Notice for information on how to file a claim. If you do not file a Claim Form by [insert claim deadline in bold and underline], you will not receive a Settlement Payment. Exclude Yourself from the Settlement If you do not want to participate in the settlement, you must send a letter requesting exclusion postmarked no later than [insert deadline in bold and underline] or else you will be bound by the settlement. Object to the Settlement If you wish to object to the settlement, you must follow the directions in this Notice. Participate in the Hearing If you submit a timely objection to the settlement, you may also indicate in the objection whether you wish to appear in court and be heard at the time of the final fairness hearing. Do Nothing If you do nothing with respect to this Notice, you will not receive any part of the Settlement Fund and you will be bound by the terms of the settlement including the release of claims described below. THESE RIGHTS AND OPTIONS, INCLUDING THE DEADLINES BY WHICH TO EXERCISE THEM, ARE EXPLAINED IN THIS NOTICE BELOW Frequently Asked Questions 1. What is this lawsuit about? 2. Why did I get a postcard? 3. What if I did not get a postcard? 4. Are you included in the Settlement Class? 5. What are the terms of the Settlement? 6. How can I make a claim for compensation? WEST\

111 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 58 of What is the deadline to submit a claim? 8. When would I get my compensation? 9. In return for Settlement benefits, what am I giving up? 10. How do I get out of the Settlement? 11. If I do not exclude myself, can I sue Midland Credit Management, Inc. or the other defendants for the same thing later? 12. Do I have a lawyer in this case? 13. How will the lawyers be paid? 14. How do I tell the Court that I do not like the Settlement? 15. What is the difference between objecting and excluding yourself? 16. When and where is the fairness hearing? 17. Do I have to attend to the hearing? 18. What if I do nothing at all? 19. Are there more details about the Settlement? 1. What is this lawsuit about? A class action is where one or more persons, called class representatives, sue on behalf of people who have similar claims. All of these people are a Class or Class Members. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class. In this case, Christopher Robinson, Eduardo Tovar, and Dave Scardina, (collectively, "Plaintiffs"), allege on behalf of themselves and the Class, that Defendants violated the Telephone Consumer Protection Act ( TCPA ) by calling persons on their cell phones using an automatic telephone dialing system ( Autodialer ) or artificial or prerecorded voice, without prior express consent. The lawsuit is entitled In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation, United States District Court for the Southern District of California Case No. 11-MD-2286 MMA (MDD) (the Lawsuit ). The TCPA provides, among other relief, that a plaintiff may seek statutory damages of up to $500 per violation, and that this amount may be trebled for willful violations. The TCPA does not provide for the recovery of attorneys fees. Defendants deny that they violated the TCPA and specifically deny that they used an automated telephone dialing system or an artificial or prerecorded voice to call any class members without prior express consent. The Court in charge of this case has not decided whether to finally approve the settlement; however, the Court has preliminarily approved the settlement as fair, adequate and reasonable. Payments or one-time debt forgiveness will take place if the Court approves the settlement and after any appeals are resolved. 2. Why did I get a postcard? WEST\

112 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 59 of 105 If you received a postcard, Defendant s records indicate you were called on your cellphone and you did not consent to being called, you may submit a claim to share in the benefits of the class action settlement, including either credits to any collection account you have with Defendants, or a cash payment if you do not have such a collection account. The amount of the credits to be applied to Defendants accounts and, alternatively, the amount of payment each person receiving a portion of the cash component of the Settlement, will depend on the number of valid claims received in each category. 3. What if I did not get a postcard but believe I was called on my cellphone by Defendants? There were many other persons that were called on their cellphones by Defendants during the Class Period than those who will receive a postcard. Postcard notices were sent to only those persons that Defendants could identify by name from their records as receiving calls on their cellphones. Many other persons were called for which Defendants have the cellphone numbers called. The Claims Administrator has a list of all cell phone numbers called ( Cellphone Number List ), Upon request by anyone believing they were called by Defendants, the Claims Administrator will compare that number or those numbers to the numbers on that Cellphone Number List to see if those cellphone numbers provided by the requester were in fact called during the Class Period by Defendants. If you believe you received one or more calls to your cellphone during the Class Period, you can submit that numbers or those numbers that may have been called to make that determination by submitting them to the Claims Administrator either 1) online on the settlement website AND BOLD], 2) by calling the toll-free telephone claim number [INSERT AND BOLD] or 3) by mail by downloading the claim form from the website and mailing it to the Claims Administrator at the address below. If your cell number was called during the Class Period, and you did not consent to being called, you are entitled to submit a claim. (Only one claim can be submitted, regardless of the number of cellphone numbers called.) If you were not called by Defendants during the Class Period as indicated on the Cellphone Number List, you may not submit a claim. All valid claimants will receive either credits to any collection account they have with Defendants, or a cash payment if they do not have such a collection account. The amount credited or paid to each claimant will be the same whether or not they received a postcard Notice. 4. Are you included in the Settlement Class? Those persons in the settlement Class or Class Members are defined in the Settlement Agreement as: All persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. Excluded from the Class are the Judges to whom the Action is assigned and any member of the Judges staffs and immediate families, as well as all persons who validly request exclusion from the Settlement Class. 5. What are the terms of the settlement? The Court did not decide in favor of either side. Instead, both sides have voluntarily agreed to a settlement before any trial, which provides for several benefits: a. The Settlement benefit totals Fifteen Million Dollars ($15,000,000.00) (the Settlement Fund ), which is comprised of Thirteen Million Dollars ($13,000,000) of debt forgiveness and Two Million Dollars ($2,000,000) of cash. A Class Member s recovery depends on how much, if anything, the individual owes Defendants on their collection account with Defendants and the number of valid claims submitted. Defendants WEST\

113 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 60 of 105 collection accounts generally are established when Defendants purchase obligations owed to creditors. If the Class Member owes Defendants nothing on the collection account or no collection account exists, then that Class Member may be entitled to a one time pro rata share ( Individual Cash Settlement Amount ) from the $2,000,000 Cash Component of the Settlement Fund after the incentive awards to be paid to Plaintiffs and any fees owed to any Special Master appointed by the Court are deducted. The Settlement Administrator will issue this payment by way of check. The funds represented by the check for the Individual Cash Settlement Amount shall not become the property of any individual Class Member unless and until the check representing those funds is cashed. If there is an outstanding balance owed by the Class Member to Defendants on a collection account, then that Class Member may be entitled to a one-time forgiveness of the money owed to Defendants of the lesser of (1) a pro rata share of the $13,000,000 of debt forgiveness (which is calculated by dividing $13,000,000 by the number of valid Claim Forms received from Class Members who have an outstanding balance on a collection account); or (2) the balance owed on the collection account. In the event that any portion of the Cash Component of the Settlement Fund remains unclaimed, or any check sent to any Class Member remains un-cashed for more than 180 days after issuance, then such unclaimed or un-cashed funds will, subject to approval by the Court, become part of the Settlement Fund for cy pres distribution to organizations mutually agreed upon by the parties and approved by the Court. b. All reasonable costs and expenses associated with giving notice to the Class Members and administering the Settlement shall be fully and exclusively paid to the claims administrator, KCC, by Defendants separate and apart from, and in addition to, the Settlement Fund. c. Further, the proposed Settlement contemplates that Class Counsel shall be entitled to apply to the Court for an award of attorneys fees, and litigation expenses up to a maximum of $2,400,000 to be paid by Defendants separate and apart from the Settlement Fund. d. Additionally, the Plaintiffs each intend to seek incentive awards of up to $2,500 that will be paid from the $2,000,000 cash portion of the Settlement Fund for bringing and maintaining the Lawsuit on behalf of the Class as the Class Representatives. 6. How can I make a claim for compensation? The third party Claims Administrator KCC will be administering the claims. By the terms of the Settlement, no updated contact information you provide to the Claims Administrator will be provided to Defendants. Your name and last four digits of your social security number will be provided to Defendants solely to determine if their records indicate whether you have an existing collection account to be credited. You may make a claim for compensation in one of three ways: (1) Submitting a claim online at the Claims Administrator s settlement website: or (2) Submitting a claim by telephone by calling the Claims Administrator at [phone number]; or (3) Submitting a claim by mail by either downloading a claim form from the settlement website or requesting by telephone that the Claims Administrator mail you a copy of the claim form, completing that paper claim form and mailing the completed claim form to the Claims Administrator by the Claims Deadline. If you received a postcard notifying you about the Settlement, you must include the following information with your submission: a. name; b. claim number; c. current address for receipt of the Settlement payment, if different from the postcard notice address.; WEST\

114 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 61 of 105 If you did not receive a postcard notifying you about the Settlement, you must include the following information with your submission: a. name; b. any cell phone number on which you believe you may have been called during the Class Period; c. current address (not to be provided to Defendants but retained only by the Claims Administrator); and d. the last 4 digits of your social security number or taxpayer identification number solely to determine if Defendants records indicate you have an existing collection account to be credited. In either case, in order to submit a claim, you must agree with the following statement: By filing a claim, you are acknowledging that you were called by Defendants or their related entities on your cellphone at least once, and for one or more of those calls, you did not consent to receive such calls to your cellphone. After your claim is submitted, if the Claims Administrator determines that your claim is valid, your claim will be processed. Only one claim may be submitted per person called by Defendants or someone acting on behalf of Defendants. If the Claims Administrator determines that your claim is incomplete, you will receive a deficiency notice from the Claims Administrator. Written requests must be submitted to the following address: KCC P.O. Box [XXX] [City], [State and zip code] 7. What is the deadline to submit a claim? All online claims or telephone claims must be made on or before close of business [date]. If you submit your claim by mail, your claim must be postmarked on or before this date. 8. When would I get my payment? The Court will hold a Final Approval or Fairness Hearing on, 20, which may be rescheduled by the Court, to decide whether to grant final approval of the Settlement. If Judge Michael M. Anello grants Final Approval, and there is no appeal of the Final Approval Order, the Order will become final by law in thirty days from the date of the entry of the Order. The Claims Administrator will attempt to pay all cash claims and Defendants will attempt to credit accounts within days of the date the Order becomes final so long as individual amount of each claim can be determined. Also, there may be appeals. If so, the Final Approval Order does not take effect until those appeals are resolved. It is always uncertain whether and when appeals would be resolved, and payment under this Settlement cannot be made until the Final Approval Order is final. 9. In return for Settlement benefits, what am I giving up? The full terms of this Release are contained in the Settlement Agreement, Section 16 available here, on the settlement website, or at the public court records on file in this lawsuit. In summary, Plaintiffs and Class Members release Defendants and their related parties from any liability related to the use of an automatic telephone dialing system or artificial or prerecorded voice that violated the TCPA or state laws. More specifically, each of the Plaintiffs and each Class Member relinquishes and discharges and releases Encore Capital Group, Inc., Midland Funding, LLC and Midland Credit Management, Inc. and, whether or not specifically named in the Settlement Agreement, each of their past or present directors, WEST\

115 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 62 of 105 officers, employees, agents, insurers or reinsurers, shareholders, attorneys, advisors, consultants, representatives, partners, affiliates, related companies, affiliated companies, parents, subsidiaries, joint venturers, independent contractors, vendors and service providers, wholesalers, resellers, distributors, retailers, divisions, predecessors, successors, and assigns (collectively, the Released Parties ), from any and all liabilities, claims, causes of action, damages, penalties, costs, attorneys fees, losses, or demands, whether known or unknown, existing or potential, suspected or unsuspected, which were asserted in the Action or are related to the claims asserted in the Action, any and all claims relating to the making, placing, dialing or initiating of calls using an automatic telephone dialing system or artificial or prerecorded voice, any and all claims for violation of the Telephone Consumer Protection Act, 47 U.S.C. 227 and the regulations promulgated thereunder or related thereto, and any and all claims for violation of any laws of any state that regulate, govern, prohibit or restrict the making, placing, dialing or initiating of calls using an automatic telephone dialing system, an artificial or prerecorded voice, or any automated process or technology (hereafter, collectively, the Released Claims ). Excluded from the Released Parties are Atlantic Credit & Finance, Inc. and Propel Financial Services. Excluded from the Released Claims are any claims arising from telephone calls made by Asset Acceptance LLC itself, or by Astra Business Services, Inc. or Radius Solutions, Inc., on behalf of Asset Acceptance LLC. Also excluded from the Released Claims are any claims based on telephone calls made before November 2, 2006 or on or after September 1, The release also covers known and unknown claims, and waive rights under California Civil Code Section 1542 and similar statutes. This means that all of the Court s orders will apply to you and legally bind you. By staying in the Class, you agree to release any claims, known and unknown, arising from the facts alleged in this lawsuit. The full text of the Release of Claims sections of the Settlement Agreement are set forth in the Appendix at the end of this Notice on page. 10. How do I get out of the Settlement? If you do not want to participate in this Settlement, or you want to keep the right to sue or continue to sue Defendants on your own, then you must take steps to get out of the Settlement. This is called excluding yourself from or opting out of the Class, and therefore from the Settlement. To exclude yourself from the Settlement, you must send a letter or postcard by mail saying that you want to be excluded from the Settlement of In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation, United States District Court for the Southern District of California Case No. 11-MD-2286 MMA (MDD). Be sure to include your name, address, telephone number, your signature, and a statement that you with to be excluded from the Class. You must mail your exclusion request postmarked no later than, 20 to the Claims Administrator at the following address: KCC P.O. Box [XXX] [City], [State and zip code] You cannot exclude yourself on the phone or by . If you ask to be excluded, you will not get any Settlement compensation, and you cannot object to the Settlement. You also will not be legally bound by anything that happens in the Lawsuit. 11. If I do not exclude myself, can I sue Defendants for the same thing later? No. 12. Do I have a lawyer in this case? The Court appointed Douglas J. Campion of The Law Offices of Douglas J. Campion, APC and James O. Latturner of Edelman, Combs, Latturner & Goodwin, LLC to represent you and other settlement Class Members. Their contact information is below. These lawyers are called Class Counsel, and their contact information is listed below. If you want your own lawyer, you may hire one at your own expense WEST\

116 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 63 of 105 and enter an appearance through your own counsel. Douglas J. Campion, Esq. Law Offices of Douglas J. Campion, APC James O. Latturner, Esq. Edelman Combs Latturner & Goodwin LLC 13. How will the lawyers, class representatives and claims administrator be paid? The proposed Settlement contemplates that Class Counsel shall be entitled to apply to the Court for an award of attorneys fees and litigation expenses up to a maximum of $2,400,000 to be paid by Defendants separate and apart from the Settlement Fund. The proposed Settlement also requires that all reasonable costs and expenses associated with giving notice to the Class Members and administering the Settlement shall be fully and exclusively paid by Defendants separate and apart from, and in addition to, the Settlement Fund. Lastly, the proposed Settlement anticipates that Class Counsel will request an incentive award in the amount of $2,500 each to be distributed from the Cash Component of the Settlement Fund to each of the three Plaintiffs, for a total of $7,500. The incentive awards are paid to the three Plaintiffs for their efforts in bringing the action and assisting throughout the litigation. 14. How do I tell the Court that I do not like the Settlement? If you are a settlement Class Member and want to object to the Settlement, the deadline to object is. To object, you must mail a letter or other document saying that you object to the settlement of In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation, United States District Court for the Southern District of California Case NO. 11-MD-2286 MMA (MDD). Be sure to include your name, address, telephone number, your signature, the reason you object to the Settlement and any supporting documents. Mail the objection to each of the following addresses no later than, 20. Clerk of The Court Courtroom 3A U.S. District Court Southern District of California 221 West Broadway San Diego, CA Class Counsel Douglas J. Campion, Esq. Law Offices of Douglas J. Campion, APC Via Del Campo, Suite 100 San Diego, CA Defense Counsel DLA PIPER LLP (US) Edward D. Totino, Esq Avenue of the Stars, North Tower, 4 th Floor Los Angeles, CA Claims Administrator KCC P.O. Box [XXX] [City], [State and zip code] You may also ask the Court for permission to speak at the fairness hearing. To do so, you must send a letter saying that it is your Notice of Intention to Appear in In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation, United States District Court for the Southern District WEST\

117 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 64 of 105 of California Case NO. 11-MD-2286 MMA (MDD). Be sure to include your name, address, telephone number, and your signature. Your Notice of Intention to Appear must be postmarked no later than, 20, and be sent to the Court, Class Counsel and Defense Counsel at the above addresses. You cannot object or speak at the hearing if you excluded yourself from the Class. 15. What is the difference between objecting and excluding yourself? Objecting is simply telling the Court that you do not like some aspect of the Settlement. You can only object if you stay in the Class and you will continue to be bound by rulings of the Court pertaining to the Class. Excluding yourself from the Settlement is telling the Court that you do not want to be part of the Class, which you must do if you want to file your own lawsuit against Defendants. If you exclude yourself, you have no basis to object because the case no longer affects you. 16. When and where is the fairness hearing? The Court will hold a final fairness hearing at.m. on, 20 at the U.S. District Court, Southern District of California, in Courtroom 3A (3rd Floor Schwartz), 221 West Broadway, San Diego, CA, 92101, before the Honorable Michael M. Anello. At this hearing, the Court will consider whether the settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. If anyone has asked to speak at the hearing, Judge Anello will listen to him or her at that time. The Court will decide after the hearing whether: 1) to approve the Settlement as fair and reasonable, 2) to give final approval to the amount of attorneys fees, and the costs of notice and claims administration, and 3) to give final approval to the incentive payment to be provided to the Plaintiffs as Class Representatives. We do not know how long these decisions will take. 17. Do I have to come to the hearing? No. Class Counsel will answer questions Judge Anello may have that are directed to the Class. But you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mail your written objection on time, the Court will consider it. 18. What if I do nothing at all? If you do nothing, you will be part of the Class and will release your claims as explained above. You will be precluded from being part of any other lawsuit against Defendants or any other Released Party relating to the Released Claims in this case. It also means that all of the Court s orders will apply to you and legally bind you. You must submit a claim to receive the benefits detailed above, including the credits to your account or the cash compensation. 19. Are there more details about the Settlement? This Notice summarizes the proposed Settlement, and more details are in a Settlement Agreement, which can be downloaded [here] and is part of the Court s file, a public record. Many of the court papers, including this Notice, the Settlement Agreement and the Order for Preliminary Approval are also posted on the Settlement website You can obtain a copy of the Settlement Agreement or review any other part of the papers relating to the lawsuit by examining the records of this case, In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation, United States District Court for the Southern District of California Case No. 11-MD-2286 MMA (MDD), at the Clerk s office at the U.S. District Court, Southern District of California, 221 West Broadway, San Diego, CA, The clerk s office has the ability to make copies of any such public documents for you. Also, all filed documents in the case, including the Settlement documents, are available for viewing online for a fee through the Court s PACER document review system ( YOU MAY CONTACT THE SETTLEMENT ADMINISTRATOR WITH ANY QUESTIONS AT 1- XXX-XXX-XXXX OR GO TO WEST\

118 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 65 of 105 PLEASE DO NOT CONTACT THE COURT OR DEFENSE COUNSEL WITH ANY QUESTIONS Important Dates Date: Deadline: Deadline to submit claim Deadline to opt-out Deadline to object Final Fairness Hearing WEST\

119 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 66 of 105 Appendix Release of Claims from the Settlement Agreement, Sections & Upon entry of the Judgment, Class Representatives, for themselves and on behalf of each member of the Class who has not submitted a valid and timely request for exclusion from the Class, and their respective heirs, assigns, successors, agents, attorneys, executors, and representatives, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, irrevocably, and forever released Encore Capital Group, Inc., Midland Funding, LLC and Midland Credit Management, Inc. and, whether or not specifically named herein, each of their past or present directors, officers, employees, agents, insurers or reinsurers, shareholders, attorneys, advisors, consultants, representatives, partners, affiliates, related companies, affiliated companies, parents, subsidiaries, joint venturers, independent contractors, vendors and service providers, wholesalers, resellers, distributors, retailers, divisions, predecessors, successors, and assigns (collectively, the Released Parties ), from any and all liabilities, claims, causes of action, damages, penalties, costs, attorneys fees, losses, or demands, whether known or unknown, existing or potential, suspected or unsuspected, which were asserted in the Action or are related to the claims asserted in the Action, any and all claims relating to the making, placing, dialing or initiating of calls using an automatic telephone dialing system or artificial or prerecorded voice, any and all claims for violation of the Telephone Consumer Protection Act, 47 U.S.C. 227 and the regulations promulgated thereunder or related thereto, and any and all claims for violation of any laws of any state that regulate, govern, prohibit or restrict the making, placing, dialing or initiating of calls using an automatic telephone dialing system, an artificial or prerecorded voice, or any automated process or technology (hereafter, collectively, the Released Claims ). Excluded from the Released Parties are Atlantic Credit & Finance, Inc. and Propel Financial Services Excluded from the Released Claims are any claims arising from telephone calls made by Asset Acceptance LLC itself, or by Astra Business Services, Inc. or Radius Solutions, Inc., on behalf of Asset Acceptance LLC. Also excluded from the Released Claims are any claims based on telephone calls made before November 2, 2006 or on or after September 1, By operation of the entry of the Judgment, the Class Representatives, for themselves and on behalf of each member of the Class, agree to waive in connection with the Released Claims any and all provisions, rights and benefits, which they now have or in the future may be conferred to them by section 1542 of the California Civil Code ( Section 1542 ) or any similar statutory or common law provision of any other jurisdiction. Section 1542 reads as follows: Certain Claims Not Affected by General Release: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Class Representatives, for themselves and each member of the Class, expressly acknowledge that, to the extent permitted by law, they are waiving in connection with the Released Claims the protections of Section 1542 and of any comparable statutory or common law provision of any other jurisdiction. WEST\

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121 se 3:11-md MMA-MDD Document Filed 11/06/15 Page 68 of 10 TCPA Class Action c/o KCC P.O. Box In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation, United States District Court for the Southern District of California Case No. 11-MD-2286 MMA (MDD) If you were called on your cell phone by Midland Credit Management, Inc. ( MCM ) during the period from November 2, 2006 thorough August 31, 2014 without your consent, your rights could be affected by a class action settlement. A settlement has been proposed in the a lawsuit identified above (the Lawsuit ), pending in the United States District Court for the Southern District of California (the Court ). <<<<<<<<< Postal Service: Please Do Not Mark Barcode MDPR1- <<Claim7> >- <<CkDig>> CLAIM ID: <<Claim7> >- <<CkDig>> <<FName>> <<LName>> <<Addr1>> <<Addr2>> <<City>>, <<State>> <<Zip>> WEST\

122 In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation, Case No. 11- MD-2286 MMA (MDD) If you were called on your cell phone by Midland Credit Management, Inc. ( MCM ) during the period from November 2, 2006 through August 31, 2014 without your consent, your rights could be affected by a class action settlement. A settlement has been proposed in the above lawsuit, pending in the United States District Court for the Southern District of California (the Court ). se 3:11-md MMA-MDD Document Filed 11/06/15 Page 69 of 10 Who is Included? You are included in the Settlement as a Class Member if (1) you live in the United States and (2) you received one or more calls to your cellular telephone in connection with debt collection at any time during the period from November 2, 2006, through August 31, 2014 from or on behalf of Midland Funding, LLC, Midland Credit Management or Encore Capital Group, Inc. ( Defendants ) or their subsidiaries, affiliates or related companies (other than Asset Acceptance LLC, Atlantic Credit & Finance, Inc. and Propel Financial Services) using a dialer or by artificial or prerecorded voice message without prior express consent. LEGAL NOTICE What Is The Case About? This class action arose out of allegations that Defendants called consumers on their cell phones for debt collection purposes without their prior express consent with an automatic telephone dialing system or with an artificial or prerecorded voice message in violation of the Telephone Consumer Protection Act. Defendants deny that they broke the law and deny doing anything wrong,, and there has been no finding that Defendants have violated any laws. Summary Of The Settlement: The recipients of this postcard notice have been identified in Defendants records as having been called and are entitled to submit a claim and participate in this Settlement. Under the Settlement, which must be approved bythe Court, Class Members who submit valid and timely claims, either online, bycalling a tollfree telephone number, or by mail by downloading a claim form from that website and mailing it to the address below,, may receive a recovery from the $15,000,000 settlement fund (the Settlement Fund ) which consists of a $13,00,000 debt forgiveness component and a $2,000,000 cash component. The particular recovery by each Class Member depends on if the Class Member owes Defendants on an existing account, and the amount of the credit depends on the number of valid claims submitted by persons with those existing accounts. If the Class Member owes Defendants nothing, or has no current account with Defendants, then that Class Member will receive a pro rata share of the $2,000,000 cash component, after certain deductions from that account for $7,500 in incentive payments and any Special Master fees are paid. If at the time the claim is submitted the Class Member owes Defendants money on an accounts for which they are collecting, the Class Member will receive the lesser of (1) a pro rata share of the $13,000,0000 of debt forgiveness; or (2) the amount that the Class Member is identified as owing to Defendants in their records. Defendants will pay separately from the Settlement Fund: 1) all costs of notice and claims administration, estimated to be $ and Class Counsel s attorneys fees and costs in the amount subject to Court approval and not to exceed $2,400,000,. How Do I Make a Claim? You can make a claim online at bycalling 800- XXX-XXXX, a toll-free telephone number, or by mail by downloading a claim form fromthat website and mailing it to [INSERT KCC ADDRESS]. If you received this postcard, to submit a claim, you need only provide the ClaimIdentification number on the front of the postcard, and a current address if the address is incorrect. The Settlement provides that any information about your current address or phone numbers provided to the Claims Administrator willnot be provided to Defendants, but is retained solely bythe Claims Administrator. The deadline for filing a claim is, Do I Have A Lawyer? Yes. The Court has appointed the following lawyers to represent the Class: Douglas J. Campion of The Law Offices of Douglas J. Campion, APC, Via Del Campo, Suite 100, San Diego, CA 92127, and James O. Latturner of Edelman, Combs, Latturner & Goodwin, LLC, 20 South Clark St., Suite 1500, Chicago, IL ( Class Counsel ). The lawyers will be paid separate and apart from the Settlement Fund. What Should I Do? You should get more information from the settlement website ( or from the Claims Administrator by calling the phone number below and make a decision about what your legal rights are. Basically, as a Class Member, you have four options: (1) Do nothing. If you do nothing, you will not receive a share of the Settlement Fund and you give up your rights to sue Defendants about the lawsuit s legal claims. (2) You can submit a Claim to the Claims Administrator to request a share of the Settlement Fund by. If your Claim is approved, you will be bound by the Court s decision in the lawsuit. You will not have the right to sue separately about the issues in the lawsuit. You can submit a claim as set forth above. (3) You can remain a Class Member but object to the Settlement. To do so you must send a letter (not an ) identifying yourself as a Class Member and explaining why you object. Your objection must be sent to Class Counsel, defense counsel and the Court and be postmarked no later than, You may choose to pay for and be represented by a lawyer who may submit the objection for you. See the Class Notice ( FAQs ) on the website for the requirements for objecting to the settlement, defense counsel s address or appearing at the hearing. (4) You can exclude yourself from the Settlement, and be able to sue Defendants about the facts at issue in the lawsuit, by mailing a letter (not an ) to the Claims Administrator (not the Court), with a copy to Class Counsel and Defendants Counsel. You must include in writing your name, address, signature, and a statement that you meet the criteria of the Class but wish to be excluded from the Class. The request must be postmarked no later than. See the Class Notice ( FAQs ) on the website for the requirements for excluding yourself from the Settlement. Scheduled Hearing: The United States District Court for the Southern District of California, located at 221 West Broadway, San Diego, CA, 92101, will conduct a fairness hearing on whether to approve the Settlement and, if so, will determine what fees and expenses should be award to Class Counsel and whether a $2,500 incentive payment should be awarded to each of the three Class Representatives. The hearing is presently scheduled for [insert date and time], in Courtroom 3A but may be changed. Any Class Member may enter an appearance with the Court through an attorney. For more information, visit or contact the ClaimsAdministrator at [inserttelephonenumber], or write to InreMidlandMDLTCPASettlement, c/o KCC, PO Box,. Para ver este aviso en español, visite Place Stamp Here WEST\

123 se 3:11-md MMA-MDD TCPA Document Class Action c/ofiled 11/06/15 Page 70 of 10 KCC P.O. Box WEST\

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125 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 72 of 105 LEGAL NOTICE If you were called on a cellular telephone about a debt by or on behalf of Midland Credit Management, Inc., you may be entitled to receive a payment or debt forgiveness. Your rights may be affected by this class action settlement. A Settlement has been reached in a class action lawsuit In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation, United States District Court for the Southern District of California Case No. 11-MD-2286 MMA (MDD) (the Lawsuit ). Plaintiffs allege that Midland Funding, LLC, Midland Credit Management, Inc. ( MCM ), and Encore Capital Group, Inc. (collectively, Defendants ) violated the Telephone Consumer Protection Act ( TCPA ), by calling cell phone numbers using an automatic telephone dialing system or an artificial or prerecorded voice between November 2, 2006 and August 31, 2014, inclusive, (the Class Period ), without prior express consent. The Court did not decide in favor of Plaintiffs or Defendants and Defendants deny any violation or liability. To settle the case, Defendants will provide a Settlement Fund totaling $15,000,000 composed of a $13,000,000 Debt Forgiveness Component and a $2,000,000 Cash Component. Defendants will also pay the costs of notice and claims administration, estimated to be $ and pay attorneys fees and costs up to $2,400,000, subject to Court approval. The Class includes all persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. Subject to final Court approval, each Class Member who submits a valid Claim Form will be entitled to recover from the Common Fund consisting of a $13,000,000 fund to provide credits to persons called that have existing accounts with Defendants and a cash fund of $2,000,000 to provide payment to persons that do not have existing accounts with Defendants. If the Class Member does not have an account with Defendants, or has an account with a zero balance, then that person is entitled to a pro rata share of the $2,000,000 Cash Component of the Common Fund (after deducting the incentive awards of up to $2,500 each that will be paid to the three Class Representative and any fees of any Special Master appointed by the Court). The exact amount of both the credits to be received or the cash payments made will depend on the total number of valid Claim Forms received from Class Members in both groups, as the funds will be divided equally, on a pro rata basis, among all the claimants in each group. If the Class Member has an existing account where a balance is due to Defendants, then that person shall be entitled to the lesser of (1) a pro rata share of the $13,000,0000 of debt forgiveness (which is calculated by dividing $13,000,000 by the number of valid Claim Forms received from Class Members that have existing account balances with Defendants); or (2) the amount that the Class Member is identified as owing to Defendant in its records. To make a claim or to find out more about this settlement, please visit the settlement website at [insert URL], or call [insert telephone number]. You may check to determine whether any of your cell phone numbers were called during the Class Period by checking on the website or by calling [INSERT TOLL FREE CLAIM NUMBER], or you can download and print a Claim Form from the website that you can mail in. If you learn during that process your cellphone number was called during the Class Period and the call was made without your consent, you are a Class Member and can file a claim. Claims must be submitted by [insert date]. If you do not want to be a part of the Settlement, you must exclude yourself no later than [insert date] by following the procedure outlined in Class Notice or FAQs on the settlement website. Unless you exclude yourself, you will be bound by any final judgment in the action, including the release of Defendants and their agents from any claims arising out of or related to this Settlement. If you want to object to the Settlement, you must mail an objection postmarked no later than [insert date] by following the procedure outlined in the Class Notice on the settlement website [insert URL]. At your own expense, you may have your own lawyer appear in Court for you if you like. If you hire your own lawyer to appear, that lawyer must submit a Notice of Intention by following the procedures outlined in the Class Notice. The Court has scheduled a Fairness Hearing for [insert date and time], at the U.S. District Court, Southern District of California, in Courtroom 3A, 221 West Broadway, San Diego, CA, 92101, to decide: (1) whether to approve the Settlement; (2) Class Counsel s request for attorneys fees and litigation costs of up to $2,400,000 to be paid by Defendants separately of the Settlement Fund; (3) $2,500 payments to each of the three Class Representatives to be paid from the Cash Component of the Settlement Fund; and (4) to approve payment by Defendants of the cost of notice and claims administration. Upon final approval, the action will be dismissed with prejudice and the Class Members who do not request exclusion will have released Defendants and related entities as detailed in the Settlement Agreement (available at [insert URL]). For more information: [insert URL] or call [insert telephone number]. OPTION 2 [ in case the above is too long for publication notice]: LEGAL NOTICE If you were called on a cellular telephone about a debt by or on behalf of Midland Credit Management, Inc., you may be entitled to receive a payment or debt forgiveness. WHAT IS THIS CASE ABOUT? A Settlement has been reached in a class action lawsuit In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation, United States District Court for the Southern District of California Case No. 11-MD-2286 MMA (MDD) (the Lawsuit ). Plaintiffs allege that Midland Funding, LLC, Midland Credit Management, Inc. ( MCM ), and Encore Capital Group, Inc. (collectively, Defendants ) violated the Telephone Consumer Protection Act ( TCPA ), by calling cell phone numbers using an automatic telephone dialing system or an artificial or prerecorded voice between November 2, 2006 and August 31, 2014, inclusive (the Class Period ), without prior express consent. The Court did not decide in favor of Plaintiffs or Defendants and Defendants deny any violation or liability. To settle the case, Defendants will provide a Settlement Fund totaling $15,000,000 composed of a $13,000,000 Debt Forgiveness Component and a $2,000,000 Cash Component. If you have an existing account with Defendants with a balance owed, and you have an approved claim, you will receive a credit against any amounts you owe in an amount based on a pro rata division of the Debt Forgiveness Component, which will depend on the number of those claims submitted. If you do not have an existing account with Defendants, and you have an approved claim, you will receive a cash payment based upon a pro rata division of that Cash Component, which will depend on the number of those claims submitted. Defendants will also pay separate from that Settlement Fund the costs of notice and claims administration, estimated to be $ and pay attorneys fees and costs up to $2,400,000, subject to Court approval. HOW DO I KNOW IF I WAS CALLED ON MY CELLPHONE DURING THE CLASS PERIOD? If you have not received a postcard notice advising you of this settlement, you still may have been called by Defendants during the Class Period. The Claims Administrator has a list of cellphone numbers called. If you believe you were called by Defendants on any cellphone you had during the Class Period, you may determine that WEST\

126 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 73 of 105 during the Claims Process described below. You must provide to the Claims Administrator your cellphone number(s) on which you may have been called and the Claims Administrator can compare your number(s) to those on the list of cellphone numbers called by Defendants during the Class Period. If your number was called, you are a Class Member and entitled to file a claim, but no more than one claim, regardless of how many numbers were called. WHAT ARE MY OPTIONS? You can submit a claim as described below. Or if you do nothing, you remain a Class Member, and if the Court approves the settlement, you will be legally bound by its terms and will release your claims relating to calls placed by, or on behalf of, Defendants. If you want to exclude yourself from this settlement, you must send a written request specifically stating that you request exclusion from the settlement to Midland Litigation Claims Administrator,KCC, [ADDRESS] postmarked no later than, If you remain a Class Member, you may object to the settlement by writing to Class Counsel and defense counsel, and file such objections with the Court, all no later than, Full details on how to object or exclude yourself can be found at SETTLEMENT HEARING The Court will hold a hearing on, 2015, at [insert time], to consider whether to approve the settlement as fair and reasonable, award a $2,500 incentive payment to each of the three class representatives, award attorneys fees in an amount not to exceed $2,400,000 and litigation costs of $. You or your lawyer may ask to appear and speak at your own expense. A more detailed Notice and a explanation of the claims process are available at The website also explains the Settlement terms in more detail. You may write to Midland Litigation Claims Administrator, KCC, [address] to request the more detailed Notice and a paper Claim Form for mailing in a claim.. TO RECEIVE A PAYMENT YOU MUST SUBMIT A CLAIM. YOU MAY COMPLETE AND SUBMIT A CLAIM BY CALLING XXX-XXXX, OR YOU MAY SUBMIT A CLAIM ONLINE BY VISITING YOU MAY ALSO PRINT A COPY OF THE CLAIM FORM AVAILABLE AT COMPLETE IT, AND MAIL IT TO: MIDLAND LITIGATION CLAIMS ADMINISTRATOR, KCC, [INSERT ADDRESS] ALL CLAIMS MUST BE SUBMITTED OR POSTMARKED BY, WEST\

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128 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 75 of 105 Legal Notification Services Settlement Notice Plan In Re: Midland Credit Management, Inc., Telephone Consumer Protection Act Litigation Case No. 11-md-2286-MMA (MDD) United States District Court Southern District of California Prepared: June 23, KCC LLC Proprietary and Confidential

129 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 76 of 105 Table of Contents Page Media Terms Media Resources Program Overview Notice Schedule Target Analysis Media Selection Individual/Direct Notice Consumer Magazines Internet Banners Response Mechanisms Notice Design Strategies Draft Forms of Notice Attachment A Draft Forms of Notice 2015 KCC LLC Proprietary and Confidential 2

130 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 77 of 105 Legal Media Terms The following provides the meaning of media terms highlighted throughout the Notice Plan: Audience: Net number of persons or different persons exposed to a media vehicle. It is larger than a publication s circulation because it includes pass-along readers who may obtain the publication second hand (e.g., from a reception room, neighbor, friend). Circulation: Total number of publication copies sold through all channels of distribution (e.g. subscriptions, newsstand, bulk). Frequency: Estimated average number of times a population group is exposed to a media vehicle or combination of media vehicles containing a notice within a given period of time. Impressions or Exposures: Total number of opportunities to be exposed to a media vehicle or combination of media vehicles containing a notice. It is a gross or cumulative number that may include the same person more than once. Impressions can exceed the population size. Reach or Coverage: Net percentage of a specific population group exposed to a media vehicle or a combination of media vehicles containing a notice at least once within a given period of time. Reach factors out duplication, representing the total different/net persons. Selectivity Index: Shows the concentration of a specific population group relative to the general adult population. For example, a publication selectivity index of 175 among men indicates that the publication s readers are 75% more likely to be men as compared to the general adult population KCC LLC Proprietary and Confidential 3

131 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 78 of 105 Media Resources The resources KCC used to quantify our plan approach include the same resources used by media professionals to guide the billions of dollars of advertising we see today: Alliance for Audited Media (AAM) AAM is a nonprofit organization that connects North America's leading media companies, advertisers and ad agencies. Founded in 1914 as the Audit Bureau of Circulations, the AAM is the preeminent source of cross-media verification and information services, providing standards, audit services and data critical to the advertising industry. The organization independently verifies print and digital circulation, mobile apps, website analytics, social media, technology platforms and audience information for newspapers, magazines and digital media companies in the U.S. and Canada. GfK Mediamark Research & Intelligence, LLC (MRI) MRI is a nationally accredited research firm that provides consumer demographics, product and brand usage, and audience/exposure in all forms of advertising media. Established in 1979, MRI measures the usage of nearly 6,000 product and service brands across 550 categories, along with the readership of hundreds of magazines and newspapers, internet usage, television viewership, national and local radio listening, yellow page usage, and out-of-home exposure. Based on a yearly face-to-face interview of 26,000 consumers in their homes, MRI s Survey of the American Consumer is the primary source of audience data for the U.S. consumer magazine industry and the most comprehensive and reliable source of multi-media audience data available. Telmar Telmar is the world-leading supplier of computer based advertising media information services. Its software provides for survey analysis, data integration, media planning and optimization. With over 5,000 users in 85 countries, Telmar s clients include many of the world s leading advertising agencies, publishers, broadcasters and advertisers KCC LLC Proprietary and Confidential 4

132 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 79 of 105 Program Overview Objective To design a notice program that will effectively reach Class members and capture their attention with notices communicated in clear, concise, plain language so that their rights and options may be fully understood. The FJC s Judges Class Action Notice and Claims Process Checklist and Plain Language Guide considers 70-95% reach among class members reasonable. Class Definition The Class (Class members or Settlement Class) consists of all persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. Case Analysis The Plaintiffs claim that on or after November 2, 2006, Defendants and their agents negligently and/or willfully contacted Plaintiffs on Plaintiffs cellular telephones, in violation of the Telephone Consumer Protection Act, 47 U.S.C. 227 et seq. ( TCPA ), thereby invading Plaintiffs privacy. The following known factors were considered when determining our recommendation: 1. Class members are located throughout the U.S., including large cities and rural areas. 2. The Class size is estimated to include 42 million potential Class members. 3. Mailing addresses are available for approximately 6,182,898 known Class members; however, the individual notice effort must be supplemented with a consumer media campaign. 4. To calculate the reach of the media plan, KCC conservatively used a very broad MRI target of adults who own a working cellular/mobile phone and usually or always carry a balance on their credit/debit cards ( Cell Phone Owners with a Credit Card Balance ). 5. Effective reach and notice content is vital to convey the importance of the information affecting Class members rights, as well as to withstand challenge and collateral review. Target Audience To verify the program s effectiveness, MRI data was studied among Cell Phone Owners with a Credit Card Balance, because this broad, over inclusive target group indicates and best represents the Class. Strategies Individual notice will be mailed directly to approximately 6,182,898 known Class members. In addition, an extensive schedule of paid notices in well-read consumer magazines and on a variety of websites will provide the necessary reach among the Class. Plan Delivery The combined mailed and media effort will reach approximately 75.2% of likely Class members, on 2015 KCC LLC Proprietary and Confidential 5

133 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 80 of 105 average 1.8 times each. Notice Design The Notices will be designed to provide a clear, concise, plain language statement of Class members legal rights and options. To ease response, the toll-free number and website address will be provided in all printed notice documents. In addition, a Spanish tag line will be placed directly under the headline of the print notices to notify Spanish-speaking Class members to call the toll-free number or go to the website to receive a Notice in Spanish. The ad units are adequately sized to attract attention to the notice: Half-page units in standard sized publications Full-page units in digest sized publications Standard leaderboard (728x90 pixels), medium rectangle (300x250 pixels), and wide skyscraper (160x600 pixels) banner notices 2015 KCC LLC Proprietary and Confidential 6

134 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 81 of 105 Notice Schedule The schedule below is a hypothetical schedule based on a preliminary approval date of x. Media funding and final ad approval = x +7 days Media campaign start = x +30 days Media campaign end = at the most, x +100 days Exclusion and objection deadline = x +130 days (i.e. approximately 30 days from the last notice appearance) Notice Tactic Issued Individual Mailings Consumer Magazines Cosmopolitan National Geographic People Reader s Digest Daily Internet Banner Notices Monthly Settlement Website Constant Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Blocks indicate when readers first receive publications (the on-sale date, not the issue/cover date). All media subject to change based on availability at the time of placement KCC LLC Proprietary and Confidential 7

135 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 82 of 105 Target Analysis Knowing the characteristics, interests, and habits of a target group aids in the media selection process. Demographic Highlights Demographic highlights of Cell Phone Owners with a Credit Card Balance include the following: 98.2% speak English most often; 92.5% have graduated from high school and 65.7% have attended college or beyond; 89.3% are 25 years of age or older and 70.1% are 35 years of age or older; 88.9% live in a household consisting of two or more people, 71.0% live in a household consisting of two to four people, and 59.6% live in a household consisting of three or more people; 85.3% live in a Metropolitan CBSA; % are white; 77.4% have a household income of $40,000 or more, 68.8% have a household income of $50,000 or more, and 59.6% have a household income of $60,000 or more; 74.0% live in County Size A or B; % own a home; 65.2% own a home valued at less than $500,000 and 53.9% own a home valued between $100,000-$499,999; 62.7% are working full time; 59.4% are married; 57.8% have lived at their current address for five or more years; and 52.0% are women. On average, Cell Phone Owners with a Credit Card Balance: 3 are 45 years of age; have a household income of $85,617; and own a home valued at $238, The Office of Management and Budget defines metropolitan and micropolitan statistical areas (metro and micro areas) as geographic entities for use by Federal statistical agencies in collecting, tabulating, and publishing Federal statistics. The term Core Based Statistical Area (CBSA) is a collective term for both metro and micro areas. A metro area contains a core urban area of 50,000 or more population, and a micro area contains an urban core of at least 10,000 (but less than 50,000) population. Each metro or micro area consists of one or more counties and includes the counties containing the core urban area, as well as any adjacent counties that have a high degree of social and economic integration (as measured by commuting to work) with the urban core. 2 Nielsen County Size classifications are based on Census household counts and metropolitan proximity. A counties are highly urbanized areas and belong to the 21 largest Metropolitan Statistical Areas. The combined counties contain 40% of the United States households. B counties are counties not defined as A counties that have more than 85,000 households. The combined counties contain 30% of United States households. C counties are counties not defined as A or B counties that have more than 20,000 households or are in Consolidated Metropolitan Areas or Metropolitan Statistical Areas with more than 20,000 households. The combined counties contain 15% of United States households. D counties are all counties not classified as A, B or C counties. They are considered very rural. The combined counties contain 15% of United States households. 3 The average age for U.S. adults is 47, the average household income is $75,616, and the average home value is $241, KCC LLC Proprietary and Confidential 8

136 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 83 of 105 Compared to the general adult population, Cell Phone Owners with a Credit Card Balance are: 35.2% more likely to be employed as a manager or professional; 30.1% more likely to be working full time; 28.8% more likely to be working women; 23.8% more likely to be years of age, 18.2% more likely to be years of age, and 8.7% more likely to be years of age; 21.2% more likely to have a household income between $100,000-$149,999, 20.8% more likely to have a household income between $75,000-$99,999, and 19.3% more likely to have a household income of $60,000 or more; 18.1% more likely to be parents; 17.1% more likely to have graduated from college or beyond and 13.8% more likely to have attended college; 15.4% more likely to own a home valued between $100,000-$199,999 and 9.5% more likely to own a home valued between $200,000-$499,999; 13.5% more likely to live in a household consisting of three or four people and 5.1% more likely to live in a household consisting of five or more people; 11.2% more likely to be married; 9.7% more likely to be of Spanish, Hispanic or Latino origin or descent and 4.3% more likely to be white; 7.7% more likely to speak Spanish most often; 5.9% more likely to own a home; 5.3% more likely to live in the West Census Region; and 4.5% more likely to live in County Size A and 2.3% more likely to live in County Size B. Source: 2014 MRI Doublebase Study 2015 KCC LLC Proprietary and Confidential 9

137 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 84 of 105 Media Selection To create the optimal notice program, KCC evaluated the strengths and weaknesses of the various media, as well as their reach and frequency potential, composition, format/content and efficiencies. Our recommended media mix provides: Broad national coverage into the largest cities as well as the smallest towns throughout the nation; A written summary of key information that may be easily referred to or passed on to others as a result of placements in some of the largest and most well-read publications in the country; A direct link to the case website through the internet banner notices; and Easy access to the notice documents through an established case website KCC LLC Proprietary and Confidential 10

138 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 85 of 105 Individual/Direct Notice Mailed Notice Approximately 6,182,898 Postcard Notices will be mailed to the addresses of all known potential Class members for whom KCC has a postal address. Prior to mailing, the names and addresses will be: o Updated using the USPS National Change of Address (NCOA) 4 database; o Certified via the Coding Accuracy Support System (CASS); 5 and o Verified through Delivery Point Validation (DPV). 6 Notices returned as undeliverable will be r ed to any new address provided by the Postal Service. Any returned mailing that does not contain a new address will be researched through a third party look-up service. Factoring in likely undeliverables, KCC estimates that the individual mailings alone will reach approximately 5,935,582 Class members or, assuming a broad class size of about 42 million potential Class members,14.13% of the Class. 4 The NCOA database contains records of all permanent change of address submissions received by the USPS for the last four years. The USPS makes this data available to mailing firms and lists submitted to it are automatically updated with any reported move based on a comparison with the person s name and last known address. 5 Coding Accurate Support System is a certification system used by the USPS to ensure the quality of ZIP+4 coding systems. 6 Records that are ZIP+4 coded are then sent through Delivery Point Validation to verify the address and identify Commercial Mail Receiving Agencies. DPV verifies the accuracy of addresses and reports exactly what is wrong with incorrect addresses KCC LLC Proprietary and Confidential 11

139 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 86 of 105 Consumer Magazines To build on the individual notice reach base, KCC recommends notice placements in leading consumer magazines. Consumer Magazine Issuance Notice Size # of Insertions Cosmopolitan Monthly Half page 1 National Geographic Monthly Half page 1 People Weekly Half page 2 Reader s Digest Monthly Full page (Digest) 1 TOTAL 5 Provides a variety of editorial formats (e.g., entertainment, fashion and general interest) to reduce duplication among readers and extend reach among different demographic segments Includes half page notices (full page in the digest size publication) to attract attention and enhance readership with adequately sized text Includes some of the largest circulating publications in the country Positioning will be sought opposite articles, cover stories, or editorial features with documented high readership All placements will be tracked to ensure that they appear exactly as planned as well as meet our high standards in terms of quality and positioning The following provides details for each of the recommended consumer magazines: Circulation: 3,066,070 Adult Audience: 16,802,000 Monthly magazine providing editorial on relationships and romance, fashion and beauty, women s health and well-being, as well as pop culture and entertainment Reaches 8.4% of Cell Phone Owners with a Credit Card Balance Readers are 17.0% more likely to be Cell Phone Owners with a Credit Card Balance, as compared to the general adult population Extends reach among young, single women Circulation: 3,538,623 Adult Audience: 31,155, KCC LLC Proprietary and Confidential 12

140 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 87 of 105 Monthly magazine with editorial focusing on culture, nature, geography, ecology, sciencee and technology and encompassing people and places of the world Reaches 12.9% of Cell Phone Owners with a Credit Card Balance Extends reach among affluent, educatedd adults Circulation: 3,537,318 Adult Audience: 42,726,0000 Weekly entertainment magazine featuring celebrity news, biographies and gossip Reaches 19.3% of Cell Phone Owners with a Credit Card Balance Readers are 6.5% more likely to be Cell Phone Owners with a Credit Card Balance, as compared to the general adult population Provides a large number of pass along readers Circulation: 3,067,649 Adult Audience: 22,876,0000 Monthly general interest and family magazine Reaches 8.6% of Cell Phone Owners with a Credit Card Balance Audience skews slightly older 2015 KCC LLC Proprietary and Confidential 13

141 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 88 of 105 Internet Banners 90.6% of Cell Phone Owners with a Credit Card Balance have access to the internet at home using a computer, 90.0% have looked at or used the internet in the past 30 days,, and 61.5% have looked at the internet on their cell phone or smartphone in the past 30 days. In addition, Cell Phone Owners with a Credit Card Balance are 10.5% more likely to have accesss to the internet at home using a computer, 10.7% more likely to have looked at or used the internet in the past 30 days, and 17.1% more likely to have looked at the internet on their cell phone or smartphone in the past 30 days, as compared to the general adult population. As a result, to further extend reach among the Class, KCC recommends purchasing million unique internet banner impressions over a four to six week period. The banners will be targeted to adult cell phone owners and will be embedded with a hyperlink to the settlement website. Internet Description Target Impressions Mobile Network Run of Network TOTAL Adult Cell Phone Owners 500,000 Adult Cell Phone Owners 110,000, ,500,000 Sample run of network sites may include: L 2015 KCC LLC Proprietary and Confidential 14

142 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 89 of 105 Response Mechanisms Case Website Provides a simple way for Class members to learn more about the settlement Allows Class members the ability to obtain additional information and documents including the Detailed Notice, Summary Notice, Settlement Agreement, and any other information that the parties may agree to provide or that the Court may require Prominently displayed in all printed notice materials and accessible through a hyperlink embedded in the internet banner ads Toll-Free Telephone Support Provides a simple way for Class members to obtain additional information about the settlement Allows Class members the opportunity to learn more about the case in the form of frequently asked questions and answers Allows Class members to request to have more information mailed directly to them Prominently displayed in all printed notice materials KCC LLC Proprietary and Confidential 15

143 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 90 of 105 Notice Design Strategies The design and content of all of the notice materials are consistent with the FJC s illustrative forms of model plain language notices, available at Postcard and Publication Summary Notices Bold headline captures attention and speaks directly to Class members, alerting them that they should read the Notice and why it is important Prominent notice size promotes attention, readership, and comprehension Legal significance is highlighted to ensure readers that the communication carries legitimate information from the court and not commercial advertising Concise plain language without legalese enhances comprehension Content includes all critical information in simple format Toll-free number and case website invite response, allowing Class members the opportunity to obtain additional information Spanish tag line directly under the headline notifies Spanish-speaking Class members to call the toll-free number or go to the website to receive a Notice in Spanish. Detailed Notice Prominent Your Rights and Options table on first page immediately informs readers of their rights and options in the case Table of Contents and question and answer format allow Class members to easily locate information Bold headline captures attention and speaks directly to Class members, alerting them that they should read the Notice and why it is important Concise plain language without legalese enhances comprehension Provides more detailed information than that of a Summary Notice Content includes all essential information in simple format Toll-free number and case website invite response, allowing Class members the opportunity to obtain additional information Spanish tag line directly under the headline notifies Spanish-speaking Class members to call the toll-free number or go to the website to receive a Notice in Spanish. Internet Banner Notices Simple rotating message alerts Class members about the litigation An embedded link allows immediate access to the case website 2015 KCC LLC Proprietary and Confidential 16

144 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 91 of 105 Draft Forms of Notice Attachment A contains the draft forms of the following notice documents (Spanish translations will be provided in conjunction with our final report): The Postcard Notice that will be mailed to all identifiable Class members. The Detailed Notice that will be mailed to Class members who call the toll-free number to request one, as well as made available at the website. The Summary Notice as it will appear in the publications identified in this Notice Plan. The Internet Banners that will be posted on a variety of web properties KCC LLC Proprietary and Confidential 17

145 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 92 of 105 Attachment A 2015 KCC LLC Proprietary and Confidential 18

146 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 93 of 105 EXHIBIT F

147 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 94 of 105 TCPA Class Action Resolved City, State, [, 2015] Kurtzman Carson Consultants, LLC, a neutral third party that has been court-appointed as Claims Administrator for this case, hereby advises that Class Counsel, Douglas J. Campion of the Law Offices of Douglas J. Campion, APC and James O. Latturner, of Edelman, Combs, Latturner & Goodwin, LLC, and defense counsel William S. Boggs and Edward D. Totino of DLA PIPER, LLP (US), today announced an agreement to resolve a class action pending against Midland Funding, LLC, Midland Credit Management and Encore Capital Group, Inc. ( Defendants ) in federal court in California, In re: Midland Credit Management, Inc. Telephone Consumer Protection Act Litigation Case No. 11-MD-2286 MMA (MDD). The lawsuit alleges Defendants violated the Telephone Consumer Protection Act in their debt collection efforts by calling cell phones without prior consent using an automated dialer or with an artificial or prerecorded voice message related. Under the terms of the settlement, Defendants deny any liability but agreed to fund a settlement in the amount of $15,000,000, consisting of $13,000,000 in credits to be applied to claimant with existing accounts on a pro rata basis, and $2,000,000 to be provided on a pro rata basis for claimants who do not have any existing accounts with Defendants. In addition, Defendants will pay the costs of notice and claims administration estimated to be approximately $, and to pay attorneys fees and costs, in an amount up to $2,400,000, subject to Court approval. The settlement has been preliminarily approved by the U.S. District Court in the Southern District of California, and is subject to the court s final approval. The Settlement Class consists of all persons in the United States who were called on a cellular telephone by Defendants in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. The settlement fund, including the credits and cash component, as approved by the Court, will be distributed to Settlement Class members who submit claims under procedures implemented by the Court overseeing the settlement. Many persons included in the Settlement Class can be identified from Defendants records and will receive mailed notice of the settlement. Persons who do not receive mail notice may contact the Claims Administrator to determine if their cellphone numbers were called and, if so, they may submit claims. For more information, go to MEDIA CONTACTS: Class Counsel: Law Offices of Douglas J. Campion APC Douglas J. Campion: (619) Edelman, Combs, Latturner & Goodwin, LLC James O. Latturner: (312) Defendants: [INSERT CONTACT] WEST\

148 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 95 of 105 Source: [Lawfirm(s)] Media Contact(s): Name, Lawfirm, Phone Number WEST\

149 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 96 of 105 EXHIBIT G

150 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 97 of 105 DLA PIPER LLP (US) LOS ANGELES IN RE: MIDLAND CREDIT MANAGEMENT, INC., TELEPHONE CONSUMER PROTECTION ACT LITIGATION. WEST\ UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA CASE NO. 11-md-2286 MMA (MDD) Member Cases: 10-cv cv cv cv ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND JUDGMENT; APPROVAL OF ATTORNEYS FEES, INCENTIVE PAYMENTS AND COSTS OF LITIGATION JUDGE: Hon. Michael M. Anello CASE NO. 11-md-2286 MMA (MDD)

151 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 98 of 105 DLA PIPER LLP (US) LOS ANGELES On, 2015, Plaintiffs Christopher Robinson, Eduardo Tovar, and Dave Scardina, (collectively, "Plaintiffs") and Defendants Midland Funding, LLC, Midland Credit Management, Inc. ( MCM ), and Encore Capital Group, Inc. (collectively, Defendants ), entered in to a Settlement Agreement and Release (hereinafter referred to as the Agreement ), which is subject to review under Fed. R. Civ. P. 23. Plaintiffs filed a Motion for Preliminary Approval of Class Action Settlement and Certification of Settlement Class (hereinafter referred to as the Preliminary Approval Motion ) in the above-captioned action (the Lawsuit ). On, 201, upon consideration of the Agreement, Preliminary Approval Motion, and the record, the Court entered an Order of Preliminary Approval of Class Action Settlement (hereinafter referred to as the Preliminary Approval Order ). On, 201, Plaintiffs filed their Motion for Attorneys Fees, Costs and Incentive Payments. On, 201, Plaintiffs filed their Motion for Final Approval of Class Action Settlement (hereinafter referred to as the Final Approval Motion ). Pursuant to their Final Approval Motion, Plaintiffs request final certification of the settlement class under Fed. R. Civ. P. 23(b)(3) and final approval of the proposed class action settlement. On, 201, a Final Approval Hearing was held pursuant to Fed. R. Civ. P. 23 to determine whether the Lawsuit satisfies the applicable prerequisites for class action treatment and whether the proposed settlement is fundamentally fair, reasonable, adequate, and in the best interests of the Class Members and should be approved by the Court. The Court has read and considered the Agreement, Final Approval Motion, any objections filed and the record. All capitalized terms used herein have the meanings defined herein and/or in the Agreement. WEST\ CASE NO. 11-md-2286 MMA (MDD)

152 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 99 of 105 DLA PIPER LLP (US) LOS ANGELES NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: I. The Agreement and all definitions set forth therein are hereby incorporated with and made part of this Final Order Approving Class Action Settlement and Judgment ( Final Order and Judgment ). II. JURISDICTION: The Court has jurisdiction over the subject matter of the Lawsuit and over all settling Parties thereto including, without limitation, the Class Members. III. CLASS MEMBERS: Pursuant to Fed. R. Civ. P. 23(b)(3), the Lawsuit is hereby finally certified, for settlement purposes only, as a class action on behalf of the following Class Members: All persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. Excluded from the Class are the Judges to whom the Action is assigned and any member of the Judges staffs and immediate families, as well as all persons who validly request exclusion from the Settlement Class. IV. CLASS REPRESENTATIVE AND CLASS COUNSEL APPOINTMENT: WEST\ Pursuant to Fed. R. Civ. P. 23, Plaintiffs are the Class -2- CASE NO. 11-md-2286 MMA (MDD)

153 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 100 of 105 DLA PIPER LLP (US) LOS ANGELES Representatives and Douglas J. Campion of The Law Offices of Douglas J. Campion, APC and James O. Latturner of Edelman, Combs, Latturner & Goodwin, LLC are certified as Class Counsel. V. NOTICE AND CLAIMS PROCESS: Pursuant to the Court s Preliminary Approval Order, the Claims Administrator, KCC, LLC has complied with the approved notice process as confirmed in its declaration filed with the Court. The Court finds that the form and method for notifying the settlement Class Members of the Settlement and its terms and conditions was in conformity with this Court s Preliminary Approval Order, provided a means of notice reasonably calculated to apprise the Class Members of the pendency of the action and the proposed settlement, and thereby satisfied the requirements of Fed. R. Civ. P. 23(c)(2) and due process, and constituted the best notice practicable under the circumstances, and due and sufficient notice to all Class Members entitled thereto. Specifically, individual notice was provided to those potential Class Members who are current or former account holders of Defendants who are identified in Defendants records as having received a call on a cellular telephone number from Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive; and all other persons were notified by publication and/or online by the Notice Plan proposed by the Partties and approved by the Court at Preliminary Approval. The Court finds that the notice process was designed to advise the settlement Class Members of their rights. The Court finds that the notice requirements set forth in the Class Action Fairness Act and any other applicable law have WEST\ CASE NO. 11-md-2286 MMA (MDD)

154 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 101 of 105 DLA PIPER LLP (US) LOS ANGELES been satisfied. Further, the Court finds that Settlement Fund is approved, and the claim process set forth in the Agreement was followed and that the process was the best practicable procedure under the circumstances. VI. FINAL CLASS CERTIFICATION: The Court finds that the Lawsuit satisfies the applicable prerequisites for class action treatment under Fed. R. Civ. P. 23, for settlement purposes, namely: WEST\ ) The Settlement Class members are so numerous that joinder of all of them in the Lawsuit would be impracticable; 2) There are questions of law and fact common to the Settlement Class members, which predominate over any individual questions; 3) The claims of Plaintiffs are typical of the claims of the Settlement Class members; 4) The Plaintiffs and Class Counsel have fairly and adequately represented and protected the interests of all the Settlement Class members; and 5) Class treatment of these claims will be efficient and manageable, thereby achieving an appreciable measure of judicial economy, and a class action is superior to other available methods for a fair and efficient adjudication of this controversy. The Court finds that the Settlement of the Lawsuit, on the terms and conditions set forth in the Agreement, is in all respects fundamentally fair, reasonable, adequate, and in the best interests of the settlement Class Members, especially in light of the benefits to the settlement Class Members, the strength of the Plaintiffs case, the complexity, expense and probable duration of further litigation, the risk and delay inherent in possible appeals, and the risk of collecting any judgment obtained on behalf of the class. VII. SETTLEMENT TERMS: The Agreement, which has been filed with the Court and shall be deemed incorporated herein, and the proposed Settlement, -4- CASE NO. 11-md-2286 MMA (MDD)

155 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 102 of 105 DLA PIPER LLP (US) LOS ANGELES are finally approved and shall be consummated in accordance with the terms and provisions thereof, except as amended by any order issued by this Court. The Claims Administrator shall conduct all administration of the Settlement Fund. The Claims Administrator shall prepare and issue all disbursements of the Individual Cash Settlement Amounts from the Settlement Fund to Approved Claimants entitled to such benefits within the time period specified in the Agreement. Defendants shall prepare and issue all of the Individual Debt Forgiveness Settlement Amounts from the Settlement Fund to Approved Claimants entitled to such benefits within the time period specified in the Agreement. Defendants shall provide verification of all such credits to the accounts and the Claims Administrator shall confirm the credits were properly made to the accounts, in the manner specified in the Settlement Agreement. VIII. The Court finds that Class Counsel are qualified to represent the settlement Class. The Court hereby grants Class Counsel s request for an award of attorney s fees s in the amount of $. The Court finds that the amount of this award is fair and reasonable in light of the efforts expended by Class Counsel in prosecuting this Action and the results obtained. to be paid by Defendants within the time period set forth in the Agreement separate and apart from the Settlement Fund. IX. The Court finds that it is appropriate for the Class Representatives, Christopher Robinson, Eduardo Tovar, and Dave Scardina, each to be paid a one-time payment of $ from the Cash Component of the Settlement, as an incentive payment for instituting, prosecuting and bearing the risk of this litigation. Aside from any claims they are paid for or credits provided them as a result of claims they made as members of the Class, this incentive payment shall be the only consideration paid to the Class Representatives. WEST\ CASE NO. 11-md-2286 MMA (MDD)

156 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 103 of 105 DLA PIPER LLP (US) LOS ANGELES X. EXCLUSIONS AND OBJECTIONS: This Final Order and Judgment applies to all claims or causes of action settled under the terms of the Settlement Agreement, and shall be fully binding with respect to all Class Members who did not properly request exclusion. A total of exclusion requests were received. Those persons requesting exclusion are identified on Exhibit A to this Order. The Court hereby excludes these persons from the Class and Settlement. XI. The Class Members were given an opportunity to object to the settlement. Only Settlement Class Members filed objections. After consideration of each of the objections, the Court hereby overrules such objections. XII. This Order is binding on all Class Members, except those individuals named on Exhibit A, who validly and timely excluded themselves from the Class. XIII. RELEASE OF CLAIMS AND DISMISSAL OF LAWSUIT: The Class Representatives, Class Members, and their successors and assigns are permanently barred and enjoined from instituting or prosecuting, either individually or as a class, or in any other capacity, any of the Released Claims against any of the Released Parties, as set forth in the Agreement. Pursuant to the Release contained in the Agreement, the Released Claims are compromised, discharged, and dismissed with prejudice by virtue of these proceedings and this Order. The Released Claims include, without limitation, any and all liabilities, claims, causes of action, damages, penalties, costs, attorneys fees, losses, or demands, whether known or unknown, existing or potential, suspected or unsuspected, which were asserted in the Action or are related to the claims asserted in the Action, any and all claims relating to the making, placing, dialing or initiating of calls using an automatic telephone dialing system or artificial or prerecorded voice, any and all claims for WEST\ CASE NO. 11-md-2286 MMA (MDD)

157 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 104 of 105 DLA PIPER LLP (US) LOS ANGELES violation of the Telephone Consumer Protection Act, 47 U.S.C. 227 and the regulations promulgated thereunder or related thereto, and any and all claims for violation of any laws of any state that regulate, govern, prohibit or restrict the making, placing, dialing or initiating of calls using an automatic telephone dialing system, an artificial or prerecorded voice, or any automated process or technology (hereafter, collectively, the Released Claims ). Excluded from the Released Parties are Atlantic Credit & Finance, Inc. and Propel Financial Services. Excluded from the Released Claims are any claims arising from telephone calls made by Asset Acceptance LLC itself, or by Astra Business Services, Inc. or Radius Solutions, Inc., on behalf of Asset Acceptance LLC. Also excluded from the Released Claims are any claims based on telephone calls made before November 2, 2006 or after August 31, XIV. This document shall constitute a judgment for purposes of Rule 58 of the Federal Rules of Civil Procedure. Final Judgment in this action is hereby entered. This action, including all claims asserted herein, is hereby dismissed with prejudice in all respects. XV. This Order is not, and shall not be construed as, an admission by Defendants of any liability or wrongdoing in this or in any other proceeding. XVI. Without affecting the finality of this Final Judgment and Order of Dismissal with Prejudice, the Court hereby retains continuing and exclusive jurisdiction over the Parties and all matters relating to the Action and/or Agreement, including the administration, interpretation, construction, effectuation, enforcement, and consummation of the settlement and this order and judgment. WEST\ CASE NO. 11-md-2286 MMA (MDD)

158 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 105 of 105 DLA PIPER LLP (US) LOS ANGELES Dated: WEST\ IT IS SO ORDERED. THE HON. MICHAEL M. ANELLO U.S. DISTRICT COURT JUDGE -8- CASE NO. 11-md-2286 MMA (MDD)

159 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 1 of Douglas J. Campion (SBN 75381) THE LAW OFFICES OF DOUGLAS J. CAMPION, APC Via Del Campo, Suite 100 San Diego, CA Telephone: (619) doug@djcampion.com James O. Latturner (IL Bar # ) EDELMAN, COMBS, LATTURNER & GOODWIN, LLC 20 South Clark Street, Suite 1500 Chicago, IL Telephone: (312) Facsimile: (312) info@edcombs.com Attorneys for Plaintiffs UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA IN RE: MIDLAND CREDIT MANAGEMENT, INC., TELEPHONE CONSUMER PROTECTION ACT LITIGATION Case No. 11-md-2286-MMA (MDD) Member cases: 10-cv cv cv cv DECLARATION OF JAMES O. LATTURNER IN SUPPORT OF MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND CERTIFICATION OF SETTLEMENT CLASS Date: December 8, 2015 Time: 2:00 p.m. Courtroom:3A Judge Michael M. Anello Decl. of James O. Latturner in Support of Preliminary Approval - 1 of MD-2286-MMA (MDD)

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171 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 1 of 14 EXHIBIT 1

172 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 2 of 14 CURRICULUM VITAE OF EDELMAN, COMBS, LATTURNER & GOODWIN, LLC Edelman, Combs, Latturner & Goodwin, LLC, has ten principals, Daniel A. Edelman, Cathleen M. Combs, James O. Latturner, Tara L. Goodwin, Francis R. Greene, Julie Clark, Heather Kolbus, Cassandra P. Miller, and Tiffany N. Hardy, Catherine Ceko Charpie, and one associate. PRINCIPALS 1. Daniel A. Edelman is a 1976 graduate of the University of Chicago Law School. From 1976 to 1981 he was an associate at the Chicago office of Kirkland & Ellis with heavy involvement in the defense of consumer class action litigation (such as the General Motors Engine Interchange cases). In 1981 he became an associate at Reuben & Proctor, a medium-sized firm formed by some former Kirkland & Ellis lawyers, and was made a partner there in From the end of 1985 he has been in private practice in downtown Chicago. Virtually all of his practice involves litigation on behalf of consumers, through both class and individual actions. He is the author of the chapters on the Fair Debt Collection Practices Act, Truth in Lending Act, and Telephone Consumer Protection Act in Illinois Causes of Action (Ill. Inst. For Cont. Legal Educ and earlier editions), author of the chapter on the Telephone Consumer Protection Act in Federal Deception Law (National Consumer Law Center 2013 Supp.), author of Collection Defense (Ill. Inst. Cont. Legal Educ. 2008, 2011), and Collection Litigation: Representing the Debtor (Ill. Inst. Cont. Legal Educ. 2014); author of Chapter 6, Predatory Lending and Potential Class Actions, in Real Estate Litigation (Ill. Inst. For Cont. Legal Educ. 2004, 2008, 2013), co-author of Rosmarin & Edelman, Consumer Class Action Manual (2d-4th editions, National Consumer Law Center 1990, 1995 and 1999); author of Representing Consumers in Litigation with Debt Buyers (Chicago Bar Ass n 2008); Predatory Mortgage Lending (Ill. Inst. for Cont. Legal. Educ. 2008, 2011), author of Chapter 6, Predatory Lending and Potential Class Actions, in Real Estate Litigation (Ill. Inst. For Cont. Legal Educ. 2004, 2008, 2014), Illinois Consumer Law, in Consumer Fraud and Deceptive Business Practices Act and Related Areas Update (Chicago Bar Ass n 2002); Payday Loans: Big Interest Rates and Little Regulation, 11 Loy.Consumer L.Rptr. 174 (1999); author of Consumer Fraud and Insurance Claims, in Bad Faith and Extracontractual Damage Claims in Insurance Litigation, Chicago Bar Ass'n 1992; co-author of Chapter 8, "Fair Debt Collection Practices Act," Ohio Consumer Law (1995 ed.); co-author of Fair Debt Collection: The Need for Private Enforcement, 7 Loy.Consumer L.Rptr. 89 (1995); author of An Overview of The Fair Debt Collection Practices Act, in Financial Services Litigation, Practicing Law Institute (1999); co-author of Residential Mortgage Litigation, in Financial Services Litigation, Practicing Law Institute (1996); author of Automobile Leasing: Problems and Solutions, 7 Loy.Consumer L.Rptr. 14 (1994); author of Current Trends in Residential Mortgage Litigation, 12 Rev. of Banking & Financial Services 71 (April 24, 1996); co-author of Illinois Consumer Law (Chicago Bar Ass'n 1996); co-author of D. Edelman and M. A. Weinberg, Attorney Liability Under the Fair Debt Collection Practices Act (Chicago Bar Ass'n 1996); and author of The Fair Debt Collection Practices Act: Recent Developments, 8 Loy.Consumer L. Rptr. 303 (1996), among others. Mr. Edelman is also a frequent speaker on consumer law topics for various legal 1

173 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 3 of 14 organizations including the Chicago Bar Association, the National Consumer Law Center s Consumer Rights Litigation Conference, and the Illinois Institute for Continuing Legal Education, and he has testified on behalf of consumers before the Federal Trade Commission and the Illinois legislature. He is a member of the Illinois bar and admitted to practice in the following courts: United States Supreme Court, Seventh Circuit Court of Appeals, First Circuit Court of Appeals, Second Circuit Court of Appeals, Third Circuit Court of Appeals, Fifth Circuit Court of Appeals, Sixth Circuit Court of Appeals, Eighth Circuit Court of Appeals, Ninth Circuit Court of Appeals, Tenth Circuit Court of Appeals, Eleventh Circuit Court of Appeals, United States District Courts for the Northern and Southern Districts of Indiana, United States District Courts for the Northern, Central, and Southern Districts of Illinois, United States District Courts for the Eastern and Western Districts of Wisconsin, and the Supreme Court of Illinois. He is a member of the Northern District of Illinois trial bar. 2. Cathleen M. Combs is a 1976 graduate of Loyola University Law School. From , she supervised the Northwest office of the Legal Assistance Foundation of Chicago, where she was lead or co-counsel in class actions in the areas of unemployment compensation, prison law, social security law, and consumer law. She joined what is now Edelman, Combs, Latturner & Goodwin, LLC in early 1991 and became a named partner in Ms. Combs received an Award for Excellence in Pro Bono Service from the Judges of the United States District Court for the Northern District of Illinois and the Chicago Chapter of the Federal Bar Association on May 18, Ms. Combs has argued over fifteen cases in the 1 st, 3 rd and 7 th Circuit Court of Appeals and the Illinois Appellate Court, and she is a frequent speaker on consumer law topics at various legal organizations including the Chicago Bar Association, the National Consumer Law Center s Consumer Rights Litigation Conferences, and the Practicing Law Institute s Consumer Financial Services Institute. Ms. Combs is coauthor of The Bankruptcy Practitioner s Guide to Consumer Financial Services Actions After the Subprime Mortgage Crisis (LRP Publications 2010). Her reported decisions include: Suesz v. Med-1 Solutions, LLC, 757 F.3d 636 (7th Cir. 2014) (en banc); Siwulec v. J.M. Adjustment Servs., LLC, 465 Fed. Appx. 200 (3d Cir. 2012); Nielsen v. Dickerson, 307 F.3d 623 (7th Cir. 2002); Chandler v. American General Finance, Inc., 329 Ill. App.3d 729, 768 N.E.2d 60 (1st Dist. 2002); Miller v. McCalla Raymer, 214 F.3d 872 (7 th Cir. 2000); Bessette v. Avco Financial Services, 230 F.3d 439 (1 st Cir. 2000); Emery v. American Gen. Fin., Inc., 71 F.3d 1343 (7th Cir. 1995); McDonald v. Asset Acceptance, LLC, 296 F.R.D. 513 (E.D.Mich. 2013); and Tocco v. Real Time Resolutions, F.Supp.2d, 1:14CV810, 2014 WL (S.D.N.Y., Aug. 13, 2014). She is a member of the Illinois bar and admitted to practice in the following courts: United States District Courts for the Northern, Central and Southern Districts of Illinois, United States District Courts for the Northern and Southern Districts of Indiana, Seventh Circuit Court of Appeals, Third Circuit Court of Appeals, Fifth Circuit Court of Appeals, Tenth Circuit Court of Appeals, and United States District Court for the District of Colorado. She is a member of the Northern District of Illinois trial bar. 3. James O. Latturner is a 1962 graduate of the University of Chicago Law School. Until 1969, he was an associate and then a partner at the Chicago law firm of Berchem, Schwanes & Thuma. From 1969 to 1995 he was Deputy Director of the Legal Assistance 2

174 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 4 of 14 Foundation of Chicago, where he specialized in consumer law, including acting as lead counsel in over 30 class actions. His publications include Chapter 8 ("Defendants") in Federal Practice Manual for Legal Services Attorneys (M. Masinter, Ed., National Legal Aid and Defender Association 1989); Governmental Tort Immunity in Illinois, 55 Ill.B.J. 29 (1966); Illinois Should Explicitly Adopt the Per Se Rule for Consumer Fraud Act Violations, 2 Loy.Consumer L.Rep. 64 (1990), and Illinois Consumer Law (Chicago Bar Ass'n 1996). He has taught in a nationwide series of 18 Federal Practice courses sponsored by the Legal Services Corporation, each lasting four days and designed for attorneys with federal litigation experience. He has argued over 30 appeals, including two cases in the United States Supreme Court, three in the Illinois Supreme Court, and numerous cases in the Seventh, Third, Fifth, and Eleventh Circuits. Mr. Latturner was involved in many of the significant decisions establishing the rights of Illinois consumers. He is a member of the Northern District of Illinois trial bar. 4. Tara L. Goodwin is a graduate of the University of Chicago (B.A., with general honors, 1988)and Illinois Institute of Technology, Chicago-Kent College of Law (J.D., with high honors,1991). Ms. Goodwin was Chair of the Chicago Bar Association s Consumer Law Committee from , and she has been on the faculty of the Practicing Law Institute s Consumer Financial Services Institute in Chicago for the past few years, speaking on issues relating to the Fair Debt Collection Practices Act and mortgage litigation. Ms. Goodwin is also a frequent speaker at the Chicago Bar Association, speaking on topics such as how to assist consumers with credit reporting problems. Reported Cases. Williams v. Chartwell Financial Services, Ltd., 204 F.3d 748 (7th Cir. 2000); Hillenbrand v. Meyer Medical Group, 288 Ill.App.3d 871, 682 N.E.2d 101 (1st Dist. 1997), later opinion, 308 Ill.App.3d 381, 720 N.E.2d 287 (1st Dist. 1999); Bessette v. Avco Fin. Servs., 230 F.3d 439 (1 st Cir. 2000); Large v. Conseco Fin. Servicing Co., 292 F.3d 49 (1 st Cir. 2002); Flippin v. Aurora Bank, FSB, 12 C 1996, 2012 WL , 2012 U.S. Dist. LEXIS (N.D.Ill. Aug. 8, 2012); Henry v. Teletrack, Inc., 11 C 4424, 2012 WL , 2012 U.S. Dist. LEXIS (N.D.Ill. March 7, 2012); Kesten v. Ocwen Loan Servicing, LLC, 11 C 6981, 2012 WL , 2012 U.S. Dist. LEXIS (N.D.Ill. Feb. 9, 2012); Bunton v. Cape Cod Village, LLC, No , 2009 WL , 2009 U.S. Dist. LEXIS (C.D.Ill. July 6, 2009); Wilson v. Harris N.A., No. 06 C 5840, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill. Sept. 4, 2007); Carbajal v. Capital One, 219 F.R.D. 437 (N.D.Ill. 2004); Russo v. B&B Catering, 209 F.Supp.2d 857 (N.D.Ill. 2002); Romaker v. Crossland Mtg. Co., No. 94 C 3328, 1996 WL , 1996 U.S.Dist. LEXIS 6490 (N.D.Ill. May 10, 1996); Mount v. LaSalle Bank Lake View, 926 F.Supp. 759 (N.D.Ill 1996). Ms. Goodwin is a member of the Illinois bar and is admitted in the Seventh, First, and D.C. Circuit Courts of Appeals, and the United States District Courts for the Northern and Central Districts of Illinois, and the Northern District of Indiana. She is also a member of the Northern District of Illinois trial bar. 5. Francis R. Greene is a graduate of Johns Hopkins University (B.A., with honors, May 1984), Rutgers University (Ph.D., October 1991), and Northwestern University Law School (J.D., 2000). Mr. Greene was Vice Chair of the Chicago Bar Association s Consumer Law Committee from , and Chair from Reported Cases: Phillips v. Asset Acceptance, LLC, 736 F.3d 1076 (7 th Cir. 2013); Soppet v. Enhanced Recovery Co., 679 3

175 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 5 of 14 F.3d 637 (7th Cir. 2012); Ruth v. Triumph Partnerships, 577 F.3d 790 (7 th Cir. 2009); Handy v. Anchor Mortgage Corp., 464 F.3d 760 (7 th Cir. 2006); Tri-G, Inc. v. Burke, Bosselman & Weaver, 856 N.E.2d 389 (Ill. 2006); Johnson v. Thomas, 342 Ill.App.3d 794 N.E.2d 919 (Ill. App. 2003); Hale v. Afni, Inc., 08 C 3918, 2010 WL , 2010 U.S. Dist. LEXIS 6715 (N.D.Ill. Jan. 26, 2010); Parkis v. Arrow Fin Servs., 07 C 410, 2008 WL 94798, 2008 U.S. Dist. LEXIS 1212 (N.D.Ill. Jan. 8, 2008); Foster v. Velocity Investments, 07 C 824, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill. Aug. 24, 2007); Foreman v. PRA III, LLC, 05 C 3372, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill. March 5, 2007); Schutz v. Arrow Fin. Services, 465 F. Supp. 2d 872 (N.D.Ill. 2006). Mr. Greene is a member of the Illinois bar as is admitted in the Seventh Circuit Court of Appeals, the United States District Courts for the Northern, Central, and Southern Districts of Illinois, the Eastern District of Wisconsin, and the Western District of Texas. He is a member of the Northern District of Illinois trial bar. 6. Julie Clark (neé Cobalovic) is a graduate of Northern Illinois University (B.A., 1997) and DePaul University College of Law (J.D., 2000). Reported Cases: Record-A-Hit, Inc. v. Nat'l. Fire Ins. Co., 377 Ill. App. 3d 642; 880 N.E.2d 205 (1 st Dist. 2007); Qualkenbush v. Harris Trust & Savings Bank, 219 F. Supp.2d 935 (N.D.Ill. 2002); Covington-McIntosh v. Mount Glenwood Memory Gardens, 00 C 186, 2002 WL (N.D.Ill., Oct. 21, 2002), later opinion, 2003 WL (N.D.Ill. Oct. 15, 2003); Western Ry. Devices Corp. v. Lusida Rubber Prods., 06 C 52, 2006 WL , 2006 U.S. Dist. LEXIS (N.D.Ill. June 13, 2006); Nautilus Ins. Co. v. Easy Drop Off, LLC, 06 C 4286, 2007 U.S. Dist. LEXIS (N.D.Ill. June 4, 2007); Ballard Nursing Center, Inc. v. GF Healthcare Products, Inc., 07 C 5715, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill. Nov. 14, 2007); Sadowski v. Med1 Online, LLC, 07 C 2973, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill. May 17, 2008); Sadowski v. OCO Biomedical, Inc., 08 C 3225, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill. Nov. 25, 2008); ABC Bus. Forms, Inc. v. Pridamor, Inc., 09 C 3222, 2009 WL , 2009 U.S. Dist. LEXIS (N.D.Ill. Dec. 1, 2009); Glen Ellyn Pharmacy v. Promius Pharma, LLC, 09 C 2116, 2009 WL , 2009 U.S. Dist. LEXIS (N.D.Ill. Sept. 11, 2009); Garrett v. Ragle Dental Lab., Inc., 10 C 1315, 2010 WL , 2010 U.S. Dist. LEXIS (N.D.Ill. Oct. 12, 2010); Garrett v. Sharps Compliance, Inc., 10 C 4030, 2010 WL , 2010 U.S. Dist. LEXIS (N.D.Ill. Oct. 14, 2010). 7. Heather A. Kolbus (neé Piccirilli) is a graduate of DePaul University (B.S. cum laude, 1997), and Roger Williams University School of Law (J.D., 2002). Reported Cases: Clark v. Experian Info. Solutions, Inc., 8:00cv , 2004 WL , 2004 U.S. Dist. LEXIS (D.S.C., Jan. 14, 2004); DeFrancesco v. First Horizon Home Loan Corp., , 2006 WL , 2006 U.S. Dist. LEXIS (S.D.Ill. Nov. 2, 2006); Jeppesen v. New Century Mortgage Corp., 2:05cv372, 2006 WL , 2006 U.S. Dist. LEXIS (N.D.Ind. Nov. 17, 2006); Benedia v. Super Fair Cellular, Inc., 07 C 1390, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill. Sept. 26, 2007); Gonzalez v. Codilis & Assocs., P.C., 03 C 2883, 2004 WL , 2004 U.S. Dist. LEXIS 5463 (N.D.Ill. March 30, 2004); Centerline Equipment Corp. v. Banner Personnel Svc., Inc., 07 C 1611, 2009 WL , 2009 U.S. Dist. 4

176 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 6 of 14 LEXIS (N.D.Ill. June 9, 2009); R. Rudnick & Co. v. G.F. Protection, Inc., 08 C 1856, 2009 WL , 2009 U.S. Dist. LEXIS 3152 (N.D.Ill. Jan. 15, 2009); Pollack v. Cunningham Financial Group, LLC, 08 C 1405, 2008 WL , 2008 U.S. Dist. LEXIS 4166 (N.D.Ill. June 2, 2008); Pollack v. Fitness Innovative Techs., LLC, No. 08 CH 03430, 2009 WL , 2009 TCPA Rep (Ill. Cir. Ct., Jan. 14, 2009); R. Rudnick & Co. v. Brilliant Event Planning, Inc., No. 09 CH 18924, 2010 WL , 2010 TCPA Rep (Ill. Cir. Ct., Nov. 30, 2010). 8. Cassandra P. Miller is a graduate of the University of Wisconsin Madison (B.A. 2001) and John Marshall Law School (J.D. magna cum laude 2006). Reported Cases: Pietras v. Sentry Ins. Co., 513 F.Supp.2d 983 (N.D.Ill. 2007); Hernandez v. Midland Credit Mgmt., 04 C 7844, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill. Sept. 25, 2007); Balogun v. Midland Credit Mgmt., 1:05cv1790, 2007 WL , 2007 U.S. Dist. LEXIS (S.D.Ind. Oct. 5, 2007); Herkert v. MRC Receivables Corp., 655 F. Supp. 2d 870 (N.D.Ill. 2008); Miller v. Midland Credit Management, Inc., No. 08 C 780, 2009 WL , 2009 U.S. Dist. LEXIS (N.D.Ill. March 2, 2009); Frydman v. Portfolio Recovery Associates, LLC, 11 C 524, 2011 WL , 2011 U.S. Dist. LEXIS (N.D.Ill. June 28, 2011). 9. Tiffany N. Hardy is a graduate of Tuskegee University (B.A. 1998) and Syracuse University College of Law (J.D. 2001). Reported cases: Unifund v. Shah, 407 Ill.App.3d 737, 946 N.E.2d 885 (1 st Dist. 2011), later opinion, 2013 IL App (1st) , 993 N.E.2d 518; Tocco v. Real Time Resolutions, 14cv810, 2014 WL (S.D.N.Y., Aug. 13, 2014); Balbarin v. North Star, 10 C 1846, 2011 WL , 2011 U.S. Dist. LEXIS 686 (N.D.Ill. Jan. 5, 2011)(class certified); Diaz v. Residential Credit Solutions, Inc., 965 F.Supp.2d 249 (E.D.N.Y. 2013), later opinion, 297 F.R.D. 42 (E.D.N.Y. 2014), later opinion, 299 F.R.D. 16 (E.D.N.Y. 2014); Manlapaz v. Unifund, 08 C 6524, 2009 WL , 2009 U.S. Dist. LEXIS (N.D.Ill. Sept. 15, 2009); Matmanivong v. Unifund, 08 C 6415, 2009 WL , 2009 U.S. Dist. LEXIS (N.D.Ill. Apr. 28, 2009); Kubiski v. Unifund, 08 C 6421, 2009 WL , 2009 U.S. Dist. LEXIS (N.D.Ill. Mar. 25, 2009); Cox v. Unifund CCR Partners, 08 C 1005 (N.D.Ill. Dec. 4, 2008) (Report and Recommendation for Class Certification); Ramirez v. Palisades Collection LLC, 250 F.R.D. 366 (N.D.Ill. 2008) (class certified), later opinion, 07 C 3840, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill., June 23, 2008) (summary judgment denied); Cotton v. Asset Acceptance, 07 C 5005, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill. June 26, 2008) (class certified); Ketchem v. American Acceptance Co., 641 F. Supp. 2d 782 (N.D.Ind. 2008); D Elia v. First Capital, 07 C 6042, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill. Mar. 19, 2008). She is admitted in New York and the District of Columbia as well as Illinois. 10. Catherine Ceko Charpie is a graduate of Northwestern University (B.A. 2005) and DePaul University (J.D. summa cum laude 2008). Reported cases: Vance v. Bureau of Collection Recovery, LLC, 10 C 6324, 2011 WL , 2011 U.S. Dist. LEXIS (N.D.Ill. March 11, 2011); Grant-Hall v. Cavalry Portfolio Servs., LLC, 856 F.Supp.2d 929 (N.D.Ill. 2012); Rawson v. Source Receivables Mgmt., LLC, 11 C 8972, 2012 WL , 5

177 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 7 of U.S. Dist. LEXIS (N.D.Ill. Sept. 4, 2012). ASSOCIATE 11. Emiliya Gumin Farbstein is a graduate of the University of Illinois at Urbana-Champaign (B.S.B.A. 2006) and University of Minnesota Law School (J.D., magna cum laude, 2012). 12. The firm also has 10 legal assistants, as well as other support staff. 13. Since its inception, the firm has recovered more than $500 million for consumers. The types of cases handled by the firm are illustrated by the following: 14. Collection practices: The firm has brought a number of cases under the Fair Debt Collection Practices Act, both class and individual. Decisions in these cases include: Jenkins v. Heintz, 25 F.3d 536 (7th Cir. 1994), aff'd 514 U.S. 291 (1995) (FDCPA coverage of attorneys); Suesz v. Med-1 Solutions, LLC, 757 F.3d 636 (7 th Cir. 2014)(en banc); McMahon v. LVNV Funding, LLC, 744 F.3d 1010 (7 th Cir. 2014) (collection of time-barred debts); Siwulec v. J.M. Adjustment Servs., LLC, 465 Fed. Appx. 200 (3d Cir. 2012); (activities of mortgage company field agents); Fields v. Wilber Law Firm, P.C., 383 F.3d 562 (7 th Cir. 2004); Schlosser v. Fairbanks Capital Corp., 323 F.3d 534 (7 th Cir. 2003) (FDCPA coverage of debt buyers); Peter v. GC Servs. L.P., 310 F.3d 344 (5 th Cir. 2002); Nielsen v. Dickerson, 307 F.3d 623 (7 th Cir. 2002) (attorney letters without attorney involvement); Boyd v. Wexler, 275 F.3d 642 (7 th Cir. 2001); Miller v. McCalla, Raymer, Padrick, Cobb, Nichols, & Clark, L.L.C., 214 F.3d 872 (7 th Cir. 2000); Johnson v. Revenue Management, Inc., 169 F.3d 1057 (7 th Cir.1999); Keele v. Wexler & Wexler, 95 C 3483, 1995 WL , 1995 U.S.Dist. LEXIS (N.D.Ill. Sept. 12, 1995) (motion to dismiss), later opinion, 1996 WL , 1996 U.S.Dist. LEXIS 3253 (N.D.Ill., March 18, 1996) (class), aff'd, 149 F.3d 589 (7th Cir. 1998); Mace v. Van Ru Credit Corp., 109 F.3d 338 (7th Cir. 1997); Maguire v. Citicorp Retail Services, Inc., 147 F.3d 232 (2nd Cir. 1998); Young v. Citicorp Retail Services, Inc., No , 1998 U.S.App. LEXIS 20268, 159 F.3d 1349 (2nd Cir., June 29, 1998) (unpublished); Charles v. Lundgren & Assocs., P.C., 119 F.3d 739 (9th Cir. 1997); Avila v. Rubin, 84 F.3d 222 (7th Cir. 1996), aff'g Avila v. Van Ru Credit Corp., 94 C 3234, 1994 WL (N.D.Ill., Nov. 14, 1994), later opinion, 1995 WL (N.D.Ill., Jan. 18, 1995), later opinion, 1995 WL (N.D.Ill., Jan. 31, 1995), later opinion, 1995 WL (N.D.Ill., Feb. 8, 1995), later opinion, 1995 WL , 1995 U.S.Dist. LEXIS (N.D.Ill., Nov. 16, 1995); Tolentino v. Friedman, 833 F.Supp. 697 (N.D.Ill. 1993), aff'd in part and rev'd in part, 46 F.3d 645 (7th Cir. 1995); Diaz v. Residential Credit Solutions, Inc., 965 F.Supp.2d 249 (E.D.N.Y. 2013), later opinion, 297 F.R.D. 42 (E.D.N.Y. 2014), later opinion, 299 F.R.D. 16 (E.D.N.Y. 2014); Stubbs v. Cavalry SPV I, 12 C 7235, 2013 WL (N.D.Ill., May 1, 2013); Osborn v. J.R.S.-I., Inc., 13 C 621, 2013 WL (N.D.Ill., June 7, 2013); Terech v. First Resolution Mgmt. Corp., 854 F.Supp.2d 537, 544 (N.D.Ill. 2012); Casso v. LVNV Funding, LLC, 12 C 7328, 2013 WL (N.D.Ill., June 26, 2013); Simkus v. Cavalry Portfolio Services, LLC, 11 C 7425, 2012 WL (N.D.Ill., May 22, 2012); McDonald v. Asset Acceptance LLC, 296 F.R.D. 513 (E.D.Mich. 6

178 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 8 of ); Ramirez v. Apex Financial Management, LLC, 567 F. Supp.2d 1035 (N.D. Ill. 2008); Cotton v. Asset Acceptance, LLC, 07 C 5005, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill., June 26, 2008); Buford v. Palisades Collection, LLC, 552 F. Supp. 2d 800 (N.D.Ill. 2008); Martin v. Cavalry Portfolio Servs., LLC, 07 C 4745, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill., March 28, 2008); Ramirez v. Palisades Collection LLC, 250 F.R.D. 366 (N.D.Ill. 2008) (class certified), later opinion, 07 C 3840, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill., June 23, 2008) (summary judgment denied); Hernandez v. Midland Credit Mgmt., 04 C 7844, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill., Sept. 25, 2007) (balance transfer program); Blakemore v. Pekay, 895 F.Supp.972 (N.D.Ill. 1995); Oglesby v. Rotche, 93 C 4183, 1993 WL , 1993 U.S.Dist. LEXIS (N.D.Ill., Nov. 5, 1993), later opinion, 1994 U.S.Dist. LEXIS 4866, 1994 WL (N.D.Ill., April 18, 1994); Laws v. Cheslock, 98 C 6403, 1999 WL , 1999 U.S.Dist. LEXIS 3416 (N.D.Ill., Mar. 8, 1999); Davis v. Commercial Check Control, Inc., 98 C 631, 1999 WL 89556, 1999 U.S. Dist. LEXIS 1682 (N.D.Ill., Feb. 12, 1999); Hoffman v. Partners in Collections, Inc., 93 C 4132, 1993 WL , 1993 U.S.Dist. LEXIS (N.D.Ill., Sept. 15, 1993); Vaughn v. CSC Credit Services, Inc., 93 C 4151, 1994 WL , 1994 U.S.Dist. LEXIS 2172 (N.D.Ill., March 1, 1994), adopted, 1995 WL 51402, 1995 U.S.Dist. LEXIS 1358 (N.D.Ill., Feb. 3, 1995); Beasley v. Blatt, 93 C 4978, 1994 WL , 1994 U.S.Dist. LEXIS 9383 (N.D.Ill., July 11, 1994); Taylor v. Fink, 93 C 4941, 1994 WL , 1994 U.S.Dist. LEXIS (N.D.Ill., Nov. 23, 1994); Gordon v. Fink, 93 C 4152, 1995 WL 55242, 1995 U.S.Dist. LEXIS 1509 (N.D.Ill., Feb. 7, 1995); Brujis v. Shaw, 876 F.Supp. 198 (N.D.Ill. 1995). 15. Jenkins v. Heintz is a leading decision regarding the liability of attorneys under the Fair Debt Collection Practices Act. Mr. Edelman argued it before the Supreme Court and Seventh Circuit. Avila v. Rubin and Nielsen v. Dickerson are leading decisions on phony "attorney letters." Suesz v. Med-1 Solutions, LLC is a leading decision on the FDCPA venue requirements. McMahon v. LVNV Funding, LLC is a leading decision on the collection of timebarred debts. 16. Debtors rights. Important decisions include: Ramirez v. Palisades Collection LLC, 250 F.R.D. 366 (N.D.Ill. 2008) (class certified), later opinion, 07 C 3840, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill., June 23, 2008) (summary judgment denied); z (Illinois statute of limitations for credit card debts); Parkis v. Arrow Fin Servs., 07 C 410, 2008 WL 94798, 2008 U.S. Dist. LEXIS 1212 (N.D.Ill. Jan. 8, 2008); Rawson v. Credigy Receivables, Inc., 05 C 6032, 2006 WL , 2006 U.S. Dist. LEXIS 6450 (N.D.Ill., Feb. 16, 2006) (same); McMahon v. LVNV Funding, LLC, 744 F.3d 1010 (7 th Cir. 2014) (collection of timebarred debts without disclosure); Jones v. Kunin, GPM, 2000 WL , 2000 U.S. Dist. LEXIS 6380 (S.D.Ill., May 1, 2000) (scope of Illinois bad check statute); Qualkenbush v. Harris Trust & Sav. Bank, 219 F. Supp. 2d 935 (N.D.Ill. 2002) (failure to allow cosigner to take over obligation prior to collection action); Suesz v. Med-1 Solutions, LLC, 757 F.3d 636 (7 th Cir. 2014) (en banc) (venue abuse). 17. Telephone Consumer Protection Act. The firm has brought a number of cases under the Telephone Consumer Protection Act, 47 U.S.C. 227, which prohibits junk 7

179 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 9 of 14 faxes, spam text messages, robocalls to cell phones, and regulates telemarketing practices. Important junk fax and spam text message decisions include: Brill v. Countrywide Home Loans, Inc., 427 F.3d 446 (7 th Cir. 2005); Sadowski v. Med1 Online, LLC, 07 C 2973, 2008 WL , 2008 U.S. Dist. LEXIS (N.D.Ill., May 27, 2008); Benedia v. Super Fair Cellular, Inc., 07 C 01390, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill., Sept. 26, 2007); Centerline Equip. Corp. v. Banner Pers. Serv., 545 F. Supp. 2d 768 (N.D.Ill. 2008); ABC Business Forms, Inc. v. Pridamor, Inc., 09 C 3222, 2009 WL , 2009 U.S. Dist. LEXIS (N.D.Ill. Dec. 1, 2009); Glen Ellyn Pharmacy, Inc. v. Promius Pharma, LLC, 09 C 2116, 2009 WL , 2009 U.S. Dist. LEXIS (N.D.Ill. Sept. 11, 2009); Garrett v. Ragle Dental Laboratory, Inc., 10 C 1315, 2010 WL , 2010 U.S. Dist. LEXIS, (N.D.Ill., Aug. 3, 3010). 18. The firm has also brought a number of cases complaining of robocalling and telemarketing abuse, in violation of the Telephone Consumer Protection Act. Decisions in these cases include: Soppet v. Enhanced Recovery Co., 679 F.3d 637 (7 th Cir. 2012); Balbarin v. North Star Capital Acquisition, LLC, 10 C 1846, 2011 WL , 2011 U.S. Dist. LEXIS 686 (N.D.Ill. Jan. 21, 2011), motion to reconsider denied, 2011 U.S. Dist. LEXIS (N.D.Ill. 2011); Sojka v. DirectBuy, Inc., 12 C 9809 et al., 2014 WL (N.D.Ill., Mar. 18, 2014), later opinion, 2014 WL (N.D.Ill., March 31, 2014). The firm has a leadership role in Portfolio Recovery Associates, LLC, Telephone Consumer Protection Act Litigation, MDL No. 2295, and Midland Credit Management, Inc., Telephone Consumer Protection Act Litigation, MDL No Fair Credit Reporting Act: The firm has filed numerous cases under the Fair Credit Reporting Act, which include: Henry v. Teletrack, Inc., 11 C 4424, 2012 WL , 2012 U.S. Dist. LEXIS (N.D.Ill. March 7, 2012). 20. Another line of cases under the Fair Credit Reporting Act which we have brought, primarily as class actions, alleges that lenders and automotive dealers, among others, improperly accessed consumers credit information, without their consent and without having a purpose for doing so permitted by the FCRA. Cole v. U.S. Capital, Inc., 389 F.3d 719 (7 th Cir. 2004); Murray v. GMAC Mortgage Corp., 434 F.3d 948 (7 th Cir. 2006); Perry v. First National Bank, 459 F.3d 816 (7 th Cir. 2006). 21. Class action procedure: Important decisions include Phillips v. Asset Acceptance, LLC, 736 F.3d 1076 (7 th Cir. 2013); Crawford v. Equifax Payment Services, Inc., 201 F.3d 877 (7th Cir. 2000); Blair v. Equifax Check Services, Inc., 181 F.3d 832 (7th Cir. 1999); Mace v. Van Ru Credit Corp., 109 F.3d 338, 344 (7th Cir. 1997); McMahon v. LVNV Funding, LLC, 744 F.3d 1010 (7 th Cir. 2014) (mootness); and Gordon v. Boden, 224 Ill.App.3d 195, 586 N.E.2d 461 (1st Dist. 1991). 22. Landlord-tenant: The firm has brought more than 20 class actions against landlords to enforce tenants rights. Claims include failing to pay interest on security deposits or commingling security deposits. Reported decisions include Wang v. Williams, 343 Ill. App. 8

180 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 10 of 14 3d 495; 797 N.E.2d 179 (5 th Dist. 2003); Dickson v. West Koke Mill Vill. P'Ship, 329 Ill. App. 3d 341; 769 N.E.2d 971 (4 th Dist. 2002); and Onni v. Apartment Inv. & Mgmt. Co., 344 Ill. App. 3d 1099; 801 N.E.2d 586 (2 nd Dist. 2003). 23. Mortgage charges and servicing practices: The firm has been involved in dozens of cases, mostly class actions, complaining of illegal charges on mortgages and improper servicing practices. These include MDL-899, In re Mortgage Escrow Deposit Litigation, and MDL-1604, In re Ocwen Federal Bank FSB Mortgage Servicing Litigation, as well as the Fairbanks mortgage servicing litigation. Decisions in the firm s mortgage cases include: Hamm v. Ameriquest Mortg. Co., 506 F.3d 525 (7 th Cir. 2007); Handy v. Anchor Mortgage Corp., 464 F.3d 760 (7 th Cir. 2006); Christakos v. Intercounty Title Co., 196 F.R.D. 496 (N.D.Ill. 2000); Flippin v. Aurora Bank, FSB, 12 C 1996, 2012 WL , 2012 U.S. Dist. LEXIS (N.D.Ill. Aug. 8, 2012); Kesten v. Ocwen Loan Servicing, LLC, 11 C 6981, 2012 WL , 2012 U.S. Dist. LEXIS (N.D.Ill. Feb. 9, 2012); Johnstone v. Bank of America, N.A., 173 F.Supp.2d 809 (N.D.Ill. 2001); Leon v. Washington Mut. Bank, F.A., 164 F.Supp.2d 1034 (N.D.Ill. 2001); Williamson v. Advanta Mortg. Corp., 99 C 4784, 1999 WL , 1999 U.S. Dist. LEXIS (N.D.Ill., Oct. 5, 1999); McDonald v. Washington Mut. Bank, F.A., 99 C 6884, 2000 WL , 2000 U.S. Dist. LEXIS (N.D.Ill., June 22, 2000); GMAC Mtge. Corp. v. Stapleton, 236 Ill.App.3d 486, 603 N.E.2d 767 (1st Dist. 1992), leave to appeal denied, 248 Ill.2d 641, 610 N.E.2d 1262 (1993); Leff v. Olympic Fed. S. & L. Ass'n, 86 C 3026, 1986 WL (N.D.Ill. Sept. 19, 1986); Aitken v. Fleet Mtge. Corp., 90 C 3708, 1991 WL ,, 1991 U.S.Dist. LEXIS (N.D.Ill. July 30, 1991), later opinion, 1992 WL 33926, 1992 U.S.Dist. LEXIS 1687 (N.D.Ill., Feb. 12, 1992); Poindexter v. National Mtge. Corp., 94 C 45814, 1995 WL , 1995 U.S.Dist. LEXIS 5396 (N.D.Ill., April 24, 1995); Sanders v. Lincoln Service Corp., 91 C 4542, 1993 WL , 1993 U.S.Dist. LEXIS 4454 (N.D.Ill. April 5, 1993); Robinson v. Empire of America Realty Credit Corp., 90 C 5063, 1991 WL 26593, 1991 U.S.Dist. LEXIS 2084 (N.D.Ill., Feb. 20, 1991); In re Mortgage Escrow Deposit Litigation, M.D.L. 899, 1994 WL , 1994 U.S.Dist. LEXIS (N.D.Ill., Sept. 9, 1994); Greenberg v. Republic Federal S. & L. Ass'n, 94 C 3789, 1995 WL , 1995 U.S.Dist. LEXIS 5866 (N.D.Ill., May 1, 1995). 24. The recoveries in the escrow overcharge cases alone are over $250 million. Leff was the seminal case on mortgage escrow overcharges. 25. The escrow litigation had a substantial effect on industry practices, resulting in limitations on the amounts which mortgage companies held in escrow. 26. Bankruptcy: The firm brought a number of cases complaining that money was being systematically collected on discharged debts, in some cases through the use of invalid reaffirmation agreements, including the national class actions against Sears and General Electric. Conley v. Sears, Roebuck, 1:97cv11149 (D.Mass); Fisher v. Lechmere Inc., 1:97cv3065 (N.D.Ill.). These cases were settled and resulted in recovery by nationwide classes. Cathleen Combs successfully argued the first Court of Appeals case to hold that a bankruptcy debtor induced to pay a discharged debt by means of an invalid reaffirmation agreement may sue to 9

181 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 11 of 14 recover the payment. Bessette v. Avco Financial Services, 230 F.3d 439 (1st Cir. 2000). 27. Automobile sales and financing practices: The firm has brought many cases challenging practices relating to automobile sales and financing, including: a. Hidden finance charges resulting from pass-on of discounts on auto purchases. Walker v. Wallace Auto Sales, Inc., 155 F.3d 927 (7th Cir. 1998). b. Misrepresentation of amounts disbursed for extended warranties. Taylor v. Quality Hyundai, Inc., 150 F.3d 689 (7th Cir. 1998); Grimaldi v. Webb, 282 Ill.App.3d 174, 668 N.E.2d 39 (1st Dist. 1996), leave to appeal denied, 169 Ill.2d 566 (1996); Slawson v. Currie Motors Lincoln Mercury, Inc., 94 C 2177, 1995 WL 22716, 1995 U.S.Dist. LEXIS 451 (N.D.Ill., Jan. 13, 1995); Cirone-Shadow v. Union Nissan, Inc., 955 F.Supp. 938 (N.D.Ill. 1997) (same); Chandler v. Southwest Jeep-Eagle, Inc., 162 F.R.D. 302 (N.D.Ill. 1995); Shields v. Lefta, Inc., 888 F. Supp. 891 (N.D.Ill. 1995). c. Spot delivery. Janikowski v. Lynch Ford, Inc., 98 C 8111, 1999 WL (N.D.Ill., Aug. 5, 1999); Diaz v. Westgate Lincoln Mercury, Inc., 93 C 5428, 1994 U.S.Dist. LEXIS (N.D.Ill. Nov. 14, 1994); Grimaldi v. Webb, 282 Ill.App.3d 174, 668 N.E.2d 39 (1st Dist. 1996), leave to appeal denied, 169 Ill.2d 566 (1996). d. Force placed insurance. Bermudez v. First of America Bank Champion, N.A., 860 F.Supp. 580 (N.D.Ill. 1994); Travis v. Boulevard Bank, 93 C 6847, 1994 U.S.Dist. LEXIS (N.D.Ill., Oct. 13, 1994), modified, 880 F.Supp (N.D.Ill. 1995); Moore v. Fidelity Financial Services, Inc., 884 F. Supp. 288 (N.D.Ill. 1995). e. Improper obligation of cosigners. Lee v. Nationwide Cassell, 174 Ill.2d 540, 675 N.E.2d 599 (1996); Taylor v. Trans Acceptance Corp., 267 Ill.App.3d 562, 641 N.E.2d 907 (1st Dist. 1994), leave to appeal denied, 159 Ill.2d 581, 647 N.E.2d 1017 (1995); Qualkenbush v. Harris Trust & Sav. Bank, 219 F. Supp. 2d 935 (N.D.Ill. 2002). f. Evasion of FTC holder rule. Brown v. LaSalle Northwest Nat'l Bank, 148 F.R.D. 584 (N.D.Ill. 1993), later opinion, 820 F.Supp (N.D.Ill. 1993), later opinion, 92 C 8392, 1993 U.S.Dist. LEXIS (N.D.Ill., Aug. 13, 1993). 28. These cases also had a substantial effect on industry practices. The warranty cases, such as Grimaldi, Gibson, Slawson, Cirone-Shadow, Chandler, and Shields, resulted in the Federal Reserve Board's revision of applicable disclosure requirements, so as to prevent car dealers from representing that the charge for an extended warranty was being disbursed to a third party when that was not in fact the case. 29. Predatory lending practices: The firm has brought numerous cases challenging predatory mortgage and "payday" lending practices, both as individual and class actions. Jackson et al v. Payday Financial LLC et al, 764 F.3d 765 (7th Cir. 2014), cert. denied, 135 S.Ct

182 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 12 of 14 (2015); Livingston v. Fast Cash USA, Inc., 753 N.E.2d 572 (Ind. Sup. Ct. 2001); Williams v. Chartwell Fin. Servs., 204 F.3d 748 (7th Cir. 2000); Hamm v. Ameriquest Mortg. Co., 506 F.3d 525 (7 th Cir. 2007); Handy v. Anchor Mortg. Corp., 464 F.3d 760 (7 th Cir. 2006); Laseter v. Climateguard Design & Installation LLC, 931 F.Supp.2d 862 (N.D.Ill. 2013); Hubbard v. Ameriquest Mortg. Co., 624 F.Supp.2d 913 (N.D.Ill. 2008); Martinez v. Freedom Mortg. Team, Inc., 527 F. Supp. 2d 827 (N.D.Ill. 2007); Pena v. Freedom Mortg. Team, Inc., 07 C 552, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill., October 24, 2007); Miranda v. Universal Fin. Group, Inc., 459 F. Supp. 2d 760 (N.D.Ill. 2006); Parker v Bar None, a Financial Corp., Inc., 01 C 4488, 2002 WL (N.D.Ill., Feb. 12, 2002); Gilkey v. Central Clearing Co., 202 F.R.D. 515 (E.D.Mich. 2001); Van Jackson v. Check N Go of Illinois, Inc., 193 F.R.D. 544 (N.D.Ill. 2000), later opinion, 114 F. Supp. 2d 731 (N.D.Ill. 2000), later opinion, 123 F. Supp. 2d 1079 (N.D.Ill. 2000), later opinion, 123 F. Supp. 2d 1085 (N.D.Ill. 2000); Henry v. Cash Today, Inc., 199 F.R.D. 566 (S.D.Tex. 2000); Donnelly v. Illini Cash Advance, Inc., 00 C 94, 2000 WL , 2000 U.S. Dist. LEXIS (N.D.Ill., Aug. 14, 2000); Jones v. Kunin, GPM, 2000 WL , 2000 U.S. Dist. LEXIS 6380 (S.D.Ill., May 1, 2000); Davis v. Cash for Payday, 193 F.R.D. 518 (N.D.Ill. 2000); Reese v. Hammer Fin. Corp., 99 C 716, 1999 U.S. Dist. LEXIS 18812, 1999 WL (N.D.Ill., Nov. 29, 1999); Pinkett v. Moolah Loan Co., 99 C 2700, 1999 WL , 1999 U.S. Dist. LEXIS (N.D.Ill., Nov. 1, 1999); Gutierrez v. Devon Fin. Servs., 99 C 2647, 1999 U.S. Dist. LEXIS (N.D.Ill., Oct. 6, 1999); Vance v. National Benefit Ass'n, 99 C 2627, 1999 WL , 1999 U.S. Dist. LEXIS (N.D.Ill., Aug. 26, 1999). 30. Other consumer credit issues: The firm has also brought a number of other Truth in Lending and consumer credit cases, mostly as class actions, involving such issues as: a. Phony nonfiling insurance. Edwards v. Your Credit Inc., 148 F.3d 427 (5th Cir. 1998); Adams v. Plaza Finance Co., 168 F.3d 932 (7th Cir. 1999); Johnson v. Aronson Furniture Co., 96 C 117, 1997 U.S. Dist. LEXIS 3979 (N.D.Ill., March 31, 1997), later opinion, 1993 WL (N.D.Ill., Sept. 11, 1998). b. The McCarran Ferguson Act exemption. Autry v. Northwest Premium Services, Inc., 144 F.3d 1037 (7th Cir. 1998). c. Loan flipping. Emery v. American General, 71 F.3d 1343 (7th Cir. 1995). Emery limited the pernicious practice of "loan flipping," in which consumers are solicited for new loans and are then refinanced, with "short" credits for unearned finance charges and insurance premiums being given through use of the "Rule of 78s." d. Home improvement financing practices. Fidelity Financial Services, Inc. v. Hicks, 214 Ill.App.3d 398, 574 N.E.2d 15 (1st Dist. 1991), leave to appeal denied, 141 Ill.2d 539, 580 N.E.2d 112; Heastie v. Community Bank of Greater Peoria, 690 F.Supp. 716 (N.D.Ill. 1989), later opinion, 125 F.R.D. 669 (N.D.Ill. 1990), later opinions, 727 F.Supp (N.D.Ill. 1990), and 727 F.Supp (N.D.Ill. 1990). 11

183 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 13 of 14 e. Insurance packing. Elliott v. ITT Corp., 764 F.Supp. 102 (N.D.Ill. 1990), later opinion, 150 B.R. 36 (N.D.Ill. 1992). 31. Automobile leases: The firm has brought a number of a cases alleging illegal charges and improper disclosures on automobile leases, mainly as class actions. Decisions in these cases include Lundquist v. Security Pacific Automotive Financial Services Corp., 993 F.2d 11 (2d Cir. 1993); Kedziora v. Citicorp Nat'l Services, Inc., 780 F.Supp. 516 (N.D.Ill. 1991), later opinion, 844 F.Supp (N.D.Ill. 1994), later opinion, 883 F.Supp (N.D.Ill. 1995), later opinion, 91 C 3428, 1995 U.S.Dist. LEXIS (N.D.Ill., Aug. 18, 1995), later opinion, 1995 U.S.Dist. LEXIS (N.D.Ill., Sept. 25, 1995); Johnson v. Steven Sims Subaru and Subaru Leasing, 92 C 6355, 1993 WL , 1993 U.S.Dist. LEXIS 8078 (N.D.Ill., June 9, 1993), and 1993 WL , 1993 U.S.Dist. LEXIS (N.D.Ill., August 20, 1993); McCarthy v. PNC Credit Corp., 2:91CV00854 (PCD), 1992 U.S.Dist. LEXIS (D.Conn., May 27, 1992); Highsmith v. Chrysler Credit Corp., 18 F.3d 434 (7th Cir. 1994); Simon v. World Omni Leasing Inc., 146 F.R.D. 197 (S.D.Ala. 1992). 32. Lundquist and Highsmith are leading cases; both held that commonly-used lease forms violated the Consumer Leasing Act. As a result of the Lundquist case, the Federal Reserve Board completely revamped the disclosure requirements applicable to auto leases, resulting in vastly improved disclosures to consumers. 33. Insurance litigation: Often securing recovery for a class requires enforcement of the rights under the defendant s insurance policy. The firm has extensive experience with such litigation. Reported decisions in such cases include: Record-A-Hit, Inc. v. Nat'l Fire Ins. Co., 377 Ill. App. 3d 642; 880 N.E.2d 205 (1 st Dist. 2007); Pietras v. Sentry Ins. Co., 06 C 3576, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill., March 6, 2007), later opinion, 513 F. Supp. 2d 983 (N.D.Ill. 2007); Auto-Owners Ins. Co. v. Websolv Computing, Inc., 06 C 2092, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill., Aug. 31, 2007); National Fire Ins. Co. v. Tri-State Hose & Fitting, Inc., 06 C 5256, 2007 U.S. Dist. LEXIS (N.D.Ill., June 21, 2007); Nautilus Ins. Co. v. Easy Drop Off, LLC, 06 C 4286, 2007 U.S. Dist. LEXIS (N.D.Ill., June 4, 2007). 34. Some of the other reported decisions in our cases include: Elder v. Coronet Ins. Co., 201 Ill.App.3d 733, 558 N.E.2d 1312 (1st Dist. 1990); Smith v. Keycorp Mtge., Inc., 151 B.R. 870 (N.D.Ill. 1992); Gordon v. Boden, 224 Ill.App.3d 195, 586 N.E.2d 461 (1st Dist. 1991), leave to appeal denied, 144 Ill.2d 633, 591 N.E.2d 21, cert. denied, U.S. (1992); Armstrong v. Edelson, 718 F.Supp (N.D.Ill. 1989); Newman v. 1st 1440 Investment, Inc., 89 C 6708, 1993 U.S.Dist. LEXIS 354 (N.D.Ill. Jan. 15, 1993); Mountain States Tel. & Tel. Co., v. District Court, 778 P.2d 667 (Colo. 1989); Harman v. Lyphomed, Inc., 122 F.R.D. 522 (N.D.Ill. 1988); Haslam v. Lefta, Inc., 93 C 4311, 1994 WL , 1994 U.S.Dist. LEXIS 3623 (N.D.Ill., March 25, 1994); Source One Mortgage Services Corp. v. Jones, 88 C 8441, 1994 WL 13664, 1994 U.S.Dist. LEXIS 333 (N.D.Ill., Jan. 13, 1994); Wilson v. Harris N.A., 06 C 5840, 2007 WL , 2007 U.S. Dist. LEXIS (N.D.Ill. Sept. 4, 2007). Wendorf v. Landers, 755 F.Supp.2d 972 (N.D.Ill. 2010); QuickClick Loans LLC v. Russell, 407 Ill.App.3d 46;

184 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 14 of 14 N.E.2d 166 (1st Dist. 2011), pet. denied, 949 N.E.2d 1103 (2011) and Adkins v. Nestle Purina Petcare Co., 973 F.Supp.2d 905 (N.D.Ill. 2013). 35. Gordon v. Boden is the first decision approving "fluid recovery" in an Illinois class action. Elder v. Coronet Insurance held that an insurance company's reliance on lie detectors to process claims was an unfair and deceptive trade practice. November 5,

185 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 1 of IN RE: MIDLAND CREDIT MANAGEMENT, INC., TELEPHONE CONSUMER PROTECTION ACT LITIGATION UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA ) ) ) ) ) ) ) ) ) ) ) Case No. 11-md-2286-MMA (MDD) Member cases: 10-cv cv cv cv DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS I, Daniel Rosenthal, declare as follows: 1. I am a Special Consultant to Kurtzman Carson Consultants ( KCC ), a class action settlement administrator. KCC is located at 75 Rowland Way, Suite 250, Novato, California. I am over 21 years of age and am not a party to this action. I have personal knowledge of all matters set forth herein unless otherwise indicated, and would testify thereto if called as a witness in this matter. 2. The purpose of this Declaration is to provide the Court with my and KCC s qualifications and experiences regarding the development of Class Action Notice Plans and to provide information regarding the Notice Plan for distributing notices in this case. Our Notice Plan, which details all aspects of the proposed form, method and dissemination of notice, is attached as Exhibit 1. OVERVIEW 3. The Notice Program developed by KCC utilizes individual notice to known Class members in combination with notice placements in leading consumer magazines and on a variety 1 11-md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

186 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 2 of of websites to effectively reach the Class. The Notice Plan will reach approximately 75.2% of likely Class members, on average 1.8 times each The reach of the Notice Program is consistent with other effective court-approved notice programs, and is designed to meet due process requirements. The Federal Judicial Center s (FJC) Judges Class Action Notice and Claims Process Checklist and Plain Language Guide (the FJC Checklist) considers 70-95% reach among class members reasonable. 5. We have worked with the parties to develop various forms of notice for Court approval. All forms of notice are designed to be noticeable, clear and concise, and written in plain, easily understood language. Draft forms of the Notice are included as Exhibits to the Settlement Agreement to be filed with the Court. EXPERIENCE RELEVANT TO THIS CASE 6. I have more than 28 years of class action notice and administration experience, and more than 40 years of advertising agency experience. Prior to 1986, I held positions in the consumer products marketing field, including management positions with McCann-Erickson, a leading international advertising agency. In 1986, I founded DANART Communications, the first advertising agency to specialize in planning and placement of legal notices in all types of media. In addition, from 1988 to 2000, I served as Managing Director of a leading class action administration company, where I developed the methodology, computer systems and staff to manage the company s consumer class action administrations. In 2000, I founded Rosenthal & Company LLC ( Rosenthal ), a class action administration company. In 2010, KCC acquired Rosenthal & Company and DANART Communications. In 2013, I became Special Consultant to KCC, an advisory role in which I provide expertise in developing class action notice and administration plans. 7. Some consumer case examples for which I have been involved in developing the notice plan and notice documents include: Verdejo, v. Vanguard Piping Systems, No. BC The reach or net reach of a notice program is defined as the percentage of a class that was exposed to a notice net of any duplication among people who may have been exposed more than once. The average frequency of notice exposure is the average number of times that those reached by a notice would be exposed to a notice md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

187 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 3 of (Sup. Ct. Cal.), a multi-state products liability settlement providing additional warranty coverage and reimbursement of costs and expenses due to leaks and reduced water flow of affected plumbing fittings; In re Sony Vaio Computer Notebook Trackpad Litigation, No. 9-cv (S.D. Cal.), a multi-state class action involving class members who purchased computers containing an allegedly defective trackpad pointing device; Zeller v. E. & J. Gallo Winery, No. BC (Sup. Ct. Cal.), a national settlement involving class members who purchased wines that were allegedly mislabeled as pinot noir; Credit/Debit Card Tying Cases, J.C.C.P. No (Sup. Ct. Cal.), a California state antitrust settlement involving consumers who made purchases with a Visa or Mastercard credit or debit card; Williams v. Motricity, Inc., No. 2009CH19089 (Cir. Ct. Ill.) and Walker v. Openmarket, Inc., No.08CH40592 (Cir. Ct. Ill.), national settlements involving cellular consumers who were allegedly billed for mobile content they did not purchase. 8. KCC is a class action administrator that specializes in providing comprehensive class action services including, but not limited to, pre-settlement consulting, and postal mailing campaign implementation, website design, claims administration, check and voucher disbursements, tax reporting, settlement fund escrow and reporting, class member data management, legal notification, call center support, claims administration and other related services critical to the effective administration of class action settlements. KCC has developed efficient, secure and cost-effective methods to properly handle the voluminous data and mailings associated with the noticing, claims processing and disbursement requirements of settlements to ensure the orderly and fair treatment of class members and all parties in interest. 9. KCC s business is national in scope. Since 2000, KCC (along with Rosenthal) has administered more than 2,000 matters. As part of these settlements, KCC has provided notice and administration services for cases with class members that range in numbers from 22 to over 26 million, and has distributed settlement payments totaling well over two billion dollars in the aggregate. KCC has administered class action administrations for such defendants as HP-Compaq, LensCrafters, United Parcel Service, Ford, Mitsubishi, Nissan, Whirlpool, ATI Video Cards and Twentieth Century Fox md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

188 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 4 of Some Telephone Consumer Protection Act case examples in which KCC has been involved with include: Steinfeld v. Discover Financial Services, No. 12cv01118 (N.D. Cal.); Cummings v. Sallie Mae, Inc., No. 12cv9984 (N.D. Ill.); Espinal v. Burger King Corporation, No. 09cv20982 (S.D. Fla.); Lozano v. 20th Century Fox, No. 09cv06344 (N.D. Ill.); Robles v. Lucky Brand Inc., No. 10cv04846 (N.D. Cal.); Gibson v QFA Royalties, 06cv5849 (C.D. Cal.); Newman v. AmeriCredit Financial Services, Inc., No. 11cv3041 (S.D. Cal.); Hibler v. Santander Consumer USA Inc., No. 13cv01354 (C.D. Cal.); Coffman v. Glide Talk, Ltd., No. 14CH08513 (Cir. Ct. Ill.); and Aboudi v. T-Mobile USA, Inc., 12cv02169 (S.D. Cal.). NOTICE PLAN SUMMARY Class Target 11. The Class (or Class members or Settlement Class ) consists of all persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. 12. GfK MediaMark Research & Intelligence, LLC ( MRI ) 2 data was studied among adults who own a working cellular/mobile phone and usually or always carry a balance on their credit/debit cards ( Cell Phone Owners with a Credit Card Balance ), because this broad, over inclusive target group best represents the Class. 13. Knowing the characteristics, interests, and habits of a target group aids in the media selection process. Demographic highlights of Cell Phone Owners with a Credit Card Balance include the following: 98.2% speak English most often; 92.5% have graduated from high school 2 GfK MRI is a nationally accredited research firm that provides consumer demographics, product and brand usage, and audience/exposure in all forms of advertising media. Established in 1979, MRI measures the usage of nearly 6,000 product and service brands across 550 categories, along with readership of hundreds of magazines and newspapers, internet usage, television viewership, national and local radio listening, yellow page usage, and out-of-home exposure. Based on a yearly face-to-face interview of 26,000 consumers in their homes, MRI s Survey of the American Consumer is the primary source of audience data for the U.S. consumer magazine industry and the most comprehensive and reliable source of multi-media audience data available md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

189 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 5 of and 65.7% have attended college or beyond; 89.3% are 25 years of age or older and 70.1% are 35 years of age or older; 88.9% live in a household consisting of two or more people, 71.0% live in a household consisting of two to four people, and 59.6% live in a household consisting of three or more people; 85.3% live in a Metropolitan CBSA; % are white; 77.4% have a household income of $40,000 or more, 68.8% have a household income of $50,000 or more, and 59.6% have a household income of $60,000 or more; 74.0% live in County Size A or B; % own a home; 65.2% own a home valued at less than $500,000 and 53.9% own a home valued between $100,000-$499,999; 62.7% are working full time; 59.4% are married; 57.8% have lived at their current address for five or more years; and 52.0% are women. 14. On average, Cell Phone Owners with a Credit Card Balance are 45 years of age; have a household income of $85,617; and own a home valued at $238, Also important is the fact that, compared to the general adult population, Cell Phone Owners with a Credit Card Balance are 35.2% more likely to be employed as a manager or professional; 30.1% more likely to be working full time; 28.8% more likely to be working women; 23.8% more likely to be years of age, 18.2% more likely to be years of age, and 8.7% more likely to be years of age; 21.2% more likely to have a household income between $100,000-$149,999, 20.8% more likely to have a household income between $75,000-$99,999, and 19.3% more likely to have a household income of $60,000 or more; 18.1% more likely to be 3 The Office of Management and Budget defines metropolitan and micropolitan statistical areas (metro and micro areas) as geographic entities for use by Federal statistical agencies in collecting, tabulating, and publishing Federal statistics. The term Core Based Statistical Area (CBSA) is a collective term for both metro and micro areas. A metro area contains a core urban area of 50,000 or more population, and a micro area contains an urban core of at least 10,000 (but less than 50,000) population. Each metro or micro area consists of one or more counties and includes the counties containing the core urban area, as well as any adjacent counties that have a high degree of social and economic integration (as measured by commuting to work) with the urban core. 4 Nielsen County Size classifications are based on Census household counts and metropolitan proximity. A counties are highly urbanized areas and belong to the 21 largest Metropolitan Statistical Areas. The combined counties contain 40% of the United States households. B counties are counties not defined as A counties that have more than 85,000 households. The combined counties contain 30% of United States households. C counties are counties not defined as A or B counties that have more than 20,000 households or are in Consolidated Metropolitan Areas or Metropolitan Statistical Areas with more than 20,000 households. The combined counties contain 15% of United States households. D counties are all counties not classified as A, B or C counties. They are considered very rural. The combined counties contain 15% of United States households. 5 The average age for U.S. adults is 47, the average household income is $75,616, and the average home value is $241, md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

190 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 6 of parents; 17.1% more likely to have graduated from college or beyond and 13.8% more likely to have attended college; 15.4% more likely to own a home valued between $100,000-$199,999 and 9.5% more likely to own a home valued between $200,000-$499,999; 13.5% more likely to live in a household consisting of three or four people and 5.1% more likely to live in a household consisting of five or more people; 11.2% more likely to be married; 9.7% more likely to be of Spanish, Hispanic or Latino origin or descent and 4.3% more likely to be white; 7.7% more likely to speak Spanish most often; 5.9% more likely to own a home; 5.3% more likely to live in the West Census Region; and 4.5% more likely to live in County Size A and 2.3% more likely to live in County Size B. Individual Notice 16. A Postcard Notice will be mailed to approximately 6,182,898 Class members for whom a postal address is available. Prior to mailing, the names and addresses will be updated using the United States Postal Service (USPS) National Change of Address (NCOA) database, 6 certified via the Coding Accuracy Support System (CASS), 7 and verified through Delivery Point Validation (DPV) Notices returned as undeliverable will be r ed to any new address provided by the Postal Service. Any returned mailing that does not contain a new address will be researched through a third party look-up service. Factoring in likely undeliverables, KCC estimates that the individual mailings alone will reach approximately 5,935,582 Class members or, assuming a broad class size of about 42 million potential Class members, 14.13% of the Class. Consumer Publications 18. To build upon the individual notice reach base, a Summary Notice will be placed in The NCOA database contains records of all permanent change of address submissions received by the USPS for the last four years. The USPS makes this data available to mailing firms and lists submitted to it are automatically updated with any reported move based on a comparison with the person s name and last known address. 7 Coding Accurate Support System is a certification system used by the USPS to ensure the quality of ZIP+4 coding systems. 8 Records that are ZIP+4 coded are then sent through Delivery Point Validation to verify the address and identify Commercial Mail Receiving Agencies. DPV verifies the accuracy of addresses and reports exactly what is wrong with incorrect addresses md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

191 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 7 of leading consumer publications. Consumer Publications Issuance Notice Size # of Insertions Cosmopolitan Monthly Half page 1 National Geographic Monthly Half page 1 People Weekly Half page 2 Reader s Digest Monthly Full page (Digest) 1 TOTAL The recommended publications include leading publications among Cell Phone Owners with a Credit Card Balance People reaches 19.3% of Cell Phone Owners with a Credit Card Balance, National Geographic reaches 12.9%, Reader s Digest reaches 8.6%, and Cosmopolitan reaches 8.4%. Compared to the general adult population, readers of Cosmopolitan are 17.0% more likely to be Cell Phone Owners with a Credit Card Balance and readers of People are 6.5% more likely. 20. Placements will be tracked to ensure that they appear exactly as planned, as well as meet our high standards in terms of quality and positioning. Internet Banners 21. Internet usage is high among Cell Phone Owners with a Credit Card Balance 90.6% of Cell Phone Owners with a Credit Card Balance have access to the internet at home using a computer, 90.0% have looked at or used the internet in the past 30 days, and 61.5% have looked at the internet on their cell phone or smartphone in the past 30 days. In addition, Cell Phone Owners with a Credit Card Balance are 10.5% more likely to have access to the internet at home using a computer, 10.7% more likely to have looked at or used the internet in the past 30 days, and 17.1% more likely to have looked at the internet on their cell phone or smartphone in the past 30 days, as compared to the general adult population. As a result, to further extend reach among the Class, KCC recommends purchasing million unique internet banner impressions over a four md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

192 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 8 of to six week period. The banners will be targeted to adult cell phone owners and will be embedded with a hyperlink to the settlement website. Internet Description Target Impressions Mobile Network Adult Cell Phone Owners 500,000 Run of Network Adult Cell Phone Owners 110,000,000 TOTAL 110,500, Sample run of network sites may include: Response Mechanisms 26. An informational website will be established to allow Class members the ability to obtain additional information and documents about the settlement. The website address will be prominently displayed in all printed notice materials and accessible through a hyperlink embedded in the internet banner notices. 27. A toll-free number will be established to allow Class members to learn more about the settlement in the form of frequently asked questions. It will also allow Class members to 8 11-md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

193 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 9 of request to have more information mailed directly to them. The toll-free number will also be prominently displayed in all printed notice materials. Reach and Frequency Delivered by the Notice Plan 28. The combined mailed and media effort will reach approximately 75.2% of likely Class members, on average 1.8 times each. Notice Design 29. The Notices have been designed to be noticed and understood by Class members. They contain easy-to-read summaries of all of the key information affecting Class members rights and options. All information required by Federal Rule of Civil Procedure 23, as well the Manual for Complex Litigation, Fourth, has been incorporated in the notice documents. The ad units are adequately sized to attract attention to the notice. A Spanish tag line will be placed directly under the headline of the print notices to notify Spanish-speaking Class members to call the toll-free number or go to the website to receive a Notice in Spanish. Many courts, as well as the FJC, have approved notices that have been written and designed in a similar fashion. CONCLUSION 30. The Notice Plan will effectively reach the Class and will deliver noticeable Notices to capture Class members attention and provide them with information necessary to understand their rights and options. 31. In my opinion, the Notice Plan is consistent with other effective settlement notice programs. It is the best notice practicable and meets the desire to actually inform due process communications standard of Mullane. It provides the same reach and frequency evidence that Courts have approved and that has withstood appellate scrutiny. The Notice Plan is also consistent with the 70-95% reach guideline set forth in the FJC s Checklist. 32. At the conclusion of the Notice Plan, KCC will provide a final report verifying its adequacy and effective implementation. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

194 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 10 of 27 1 Dated: November 5, Daniel Rosenthal 2015 KCC md-2286-MMA(MDD) DECLARATION OF DANIEL ROSENTHAL RE SETTLEMENT NOTICE PLAN AND NOTICE DOCUMENTS

195 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 11 of 27 Exhibit 1

196 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 12 of 27 Legal Notification Services Settlement Notice Plan In Re: Midland Credit Management, Inc., Telephone Consumer Protection Act Litigation Case No. 11-md-2286-MMA (MDD) United States District Court Southern District of California Prepared: November 4, KCC LLC Proprietary and Confidential

197 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 13 of 27 Table of Contents Page Media Terms Media Resources Program Overview Notice Schedule Target Analysis Media Selection Individual/Direct Notice Consumer Magazines Internet Banners Response Mechanisms Notice Design Strategies KCC LLC Proprietary and Confidential 2

198 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 14 of 27 Legal Media Terms The following provides the meaning of media terms highlighted throughout the Notice Plan: Audience: Net number of persons or different persons exposed to a media vehicle. It is larger than a publication s circulation because it includes pass-along readers who may obtain the publication second hand (e.g., from a reception room, neighbor, friend). Circulation: Total number of publication copies sold through all channels of distribution (e.g. subscriptions, newsstand, bulk). Frequency: Estimated average number of times a population group is exposed to a media vehicle or combination of media vehicles containing a notice within a given period of time. Impressions or Exposures: Total number of opportunities to be exposed to a media vehicle or combination of media vehicles containing a notice. It is a gross or cumulative number that may include the same person more than once. Impressions can exceed the population size. Reach or Coverage: Net percentage of a specific population group exposed to a media vehicle or a combination of media vehicles containing a notice at least once within a given period of time. Reach factors out duplication, representing the total different/net persons. Selectivity Index: Shows the concentration of a specific population group relative to the general adult population. For example, a publication selectivity index of 175 among men indicates that the publication s readers are 75% more likely to be men as compared to the general adult population KCC LLC Proprietary and Confidential 3

199 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 15 of 27 Media Resources The resources KCC used to quantify our plan approach include the same resources used by media professionals to guide the billions of dollars of advertising we see today: Alliance for Audited Media (AAM) AAM is a nonprofit organization that connects North America's leading media companies, advertisers and ad agencies. Founded in 1914 as the Audit Bureau of Circulations, the AAM is the preeminent source of cross-media verification and information services, providing standards, audit services and data critical to the advertising industry. The organization independently verifies print and digital circulation, mobile apps, website analytics, social media, technology platforms and audience information for newspapers, magazines and digital media companies in the U.S. and Canada. GfK Mediamark Research & Intelligence, LLC (MRI) MRI is a nationally accredited research firm that provides consumer demographics, product and brand usage, and audience/exposure in all forms of advertising media. Established in 1979, MRI measures the usage of nearly 6,000 product and service brands across 550 categories, along with the readership of hundreds of magazines and newspapers, internet usage, television viewership, national and local radio listening, yellow page usage, and out-of-home exposure. Based on a yearly face-to-face interview of 26,000 consumers in their homes, MRI s Survey of the American Consumer is the primary source of audience data for the U.S. consumer magazine industry and the most comprehensive and reliable source of multi-media audience data available. Telmar Telmar is the world-leading supplier of computer based advertising media information services. Its software provides for survey analysis, data integration, media planning and optimization. With over 5,000 users in 85 countries, Telmar s clients include many of the world s leading advertising agencies, publishers, broadcasters and advertisers KCC LLC Proprietary and Confidential 4

200 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 16 of 27 Program Overview Objective To design a notice program that will effectively reach Class members and capture their attention with notices communicated in clear, concise, plain language so that their rights and options may be fully understood. The FJC s Judges Class Action Notice and Claims Process Checklist and Plain Language Guide considers 70-95% reach among class members reasonable. Class Definition The Class (Class members or Settlement Class) consists of all persons in the United States who were called on a cellular telephone by Defendants or their subsidiaries, affiliates or related companies (other than calls made by Asset Acceptance LLC, Atlantic Credit & Finance, Inc. or Propel Financial Services) in connection with the collection of an alleged debt using a dialer or by artificial or prerecorded voice message without prior express consent during the period from November 2, 2006 through August 31, 2014, inclusive. Case Analysis The Plaintiffs claim that on or after November 2, 2006, Defendants and their agents negligently and/or willfully contacted Plaintiffs on Plaintiffs cellular telephones, in violation of the Telephone Consumer Protection Act, 47 U.S.C. 227 et seq. ( TCPA ), thereby invading Plaintiffs privacy. The following known factors were considered when determining our recommendation: 1. Class members are located throughout the U.S., including large cities and rural areas. 2. The Class size is estimated to include 42 million potential Class members. 3. Mailing addresses are available for approximately 6,182,898 known Class members; however, the individual notice effort must be supplemented with a consumer media campaign. 4. To calculate the reach of the media plan, KCC conservatively used a very broad MRI target of adults who own a working cellular/mobile phone and usually or always carry a balance on their credit/debit cards ( Cell Phone Owners with a Credit Card Balance ). 5. Effective reach and notice content is vital to convey the importance of the information affecting Class members rights, as well as to withstand challenge and collateral review. Target Audience To verify the program s effectiveness, MRI data was studied among Cell Phone Owners with a Credit Card Balance, because this broad, over inclusive target group indicates and best represents the Class. Strategies Individual notice will be mailed directly to approximately 6,182,898 known Class members. In addition, an extensive schedule of paid notices in well-read consumer magazines and on a variety of websites will provide the necessary reach among the Class. Plan Delivery The combined mailed and media effort will reach approximately 75.2% of likely Class members, on 2015 KCC LLC Proprietary and Confidential 5

201 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 17 of 27 average 1.8 times each. Notice Design The Notices will be designed to provide a clear, concise, plain language statement of Class members legal rights and options. To ease response, the toll-free number and website address will be provided in all printed notice documents. In addition, a Spanish tag line will be placed directly under the headline of the print notices to notify Spanish-speaking Class members to call the toll-free number or go to the website to receive a Notice in Spanish. The ad units are adequately sized to attract attention to the notice: Half-page units in standard sized publications Full-page units in digest sized publications Standard leaderboard (728x90 pixels), medium rectangle (300x250 pixels), and wide skyscraper (160x600 pixels) banner notices 2015 KCC LLC Proprietary and Confidential 6

202 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 18 of 27 Notice Schedule The schedule below is a hypothetical schedule based on a preliminary approval date of x. Media funding and final ad approval = x +7 days Media campaign start = x +30 days Media campaign end = at the most, x +100 days Exclusion and objection deadline = x +130 days (i.e. approximately 30 days from the last notice appearance) Notice Tactic Individual Mailings Consumer Magazines Cosmopolitan National Geographic People Reader s Digest Internet Banner Notices Settlement Website Issued Daily Monthly Constant Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Blocks indicate when readers first receive publications (the on-sale date, not the issue/cover date). All media subject to change based on availability at the time of placement KCC LLC Proprietary and Confidential 7

203 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 19 of 27 Target Analysis Knowing the characteristics, interests, and habits of a target group aids in the media selection process. Demographic Highlights Demographic highlights of Cell Phone Owners with a Credit Card Balance include the following: 98.2% speak English most often; 92.5% have graduated from high school and 65.7% have attended college or beyond; 89.3% are 25 years of age or older and 70.1% are 35 years of age or older; 88.9% live in a household consisting of two or more people, 71.0% live in a household consisting of two to four people, and 59.6% live in a household consisting of three or more people; 85.3% live in a Metropolitan CBSA; % are white; 77.4% have a household income of $40,000 or more, 68.8% have a household income of $50,000 or more, and 59.6% have a household income of $60,000 or more; 74.0% live in County Size A or B; % own a home; 65.2% own a home valued at less than $500,000 and 53.9% own a home valued between $100,000-$499,999; 62.7% are working full time; 59.4% are married; 57.8% have lived at their current address for five or more years; and 52.0% are women. On average, Cell Phone Owners with a Credit Card Balance: 3 are 45 years of age; have a household income of $85,617; and own a home valued at $238, The Office of Management and Budget defines metropolitan and micropolitan statistical areas (metro and micro areas) as geographic entities for use by Federal statistical agencies in collecting, tabulating, and publishing Federal statistics. The term Core Based Statistical Area (CBSA) is a collective term for both metro and micro areas. A metro area contains a core urban area of 50,000 or more population, and a micro area contains an urban core of at least 10,000 (but less than 50,000) population. Each metro or micro area consists of one or more counties and includes the counties containing the core urban area, as well as any adjacent counties that have a high degree of social and economic integration (as measured by commuting to work) with the urban core. 2 Nielsen County Size classifications are based on Census household counts and metropolitan proximity. A counties are highly urbanized areas and belong to the 21 largest Metropolitan Statistical Areas. The combined counties contain 40% of the United States households. B counties are counties not defined as A counties that have more than 85,000 households. The combined counties contain 30% of United States households. C counties are counties not defined as A or B counties that have more than 20,000 households or are in Consolidated Metropolitan Areas or Metropolitan Statistical Areas with more than 20,000 households. The combined counties contain 15% of United States households. D counties are all counties not classified as A, B or C counties. They are considered very rural. The combined counties contain 15% of United States households. 3 The average age for U.S. adults is 47, the average household income is $75,616, and the average home value is $241, KCC LLC Proprietary and Confidential 8

204 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 20 of 27 Compared to the general adult population, Cell Phone Owners with a Credit Card Balance are: 35.2% more likely to be employed as a manager or professional; 30.1% more likely to be working full time; 28.8% more likely to be working women; 23.8% more likely to be years of age, 18.2% more likely to be years of age, and 8.7% more likely to be years of age; 21.2% more likely to have a household income between $100,000-$149,999, 20.8% more likely to have a household income between $75,000-$99,999, and 19.3% more likely to have a household income of $60,000 or more; 18.1% more likely to be parents; 17.1% more likely to have graduated from college or beyond and 13.8% more likely to have attended college; 15.4% more likely to own a home valued between $100,000-$199,999 and 9.5% more likely to own a home valued between $200,000-$499,999; 13.5% more likely to live in a household consisting of three or four people and 5.1% more likely to live in a household consisting of five or more people; 11.2% more likely to be married; 9.7% more likely to be of Spanish, Hispanic or Latino origin or descent and 4.3% more likely to be white; 7.7% more likely to speak Spanish most often; 5.9% more likely to own a home; 5.3% more likely to live in the West Census Region; and 4.5% more likely to live in County Size A and 2.3% more likely to live in County Size B. Source: 2014 MRI Doublebase Study 2015 KCC LLC Proprietary and Confidential 9

205 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 21 of 27 Media Selection To create the optimal notice program, KCC evaluated the strengths and weaknesses of the various media, as well as their reach and frequency potential, composition, format/content and efficiencies. Our recommended media mix provides: Broad national coverage into the largest cities as well as the smallest towns throughout the nation; A written summary of key information that may be easily referred to or passed on to others as a result of placements in some of the largest and most well-read publications in the country; A direct link to the case website through the internet banner notices; and Easy access to the notice documents through an established case website KCC LLC Proprietary and Confidential 10

206 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 22 of 27 Individual/Direct Notice Mailed Notice Approximately 6,182,898 Postcard Notices will be mailed to the addresses of all known potential Class members for whom KCC has a postal address. Prior to mailing, the names and addresses will be: o Updated using the USPS National Change of Address (NCOA) 4 database; o Certified via the Coding Accuracy Support System (CASS); 5 and o Verified through Delivery Point Validation (DPV). 6 Notices returned as undeliverable will be r ed to any new address provided by the Postal Service. Any returned mailing that does not contain a new address will be researched through a third party look-up service. Factoring in likely undeliverables, KCC estimates that the individual mailings alone will reach approximately 5,935,582 Class members or, assuming a broad class size of about 42 million potential Class members,14.13% of the Class. 4 The NCOA database contains records of all permanent change of address submissions received by the USPS for the last four years. The USPS makes this data available to mailing firms and lists submitted to it are automatically updated with any reported move based on a comparison with the person s name and last known address. 5 Coding Accurate Support System is a certification system used by the USPS to ensure the quality of ZIP+4 coding systems. 6 Records that are ZIP+4 coded are then sent through Delivery Point Validation to verify the address and identify Commercial Mail Receiving Agencies. DPV verifies the accuracy of addresses and reports exactly what is wrong with incorrect addresses KCC LLC Proprietary and Confidential 11

207 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 23 of 27 Consumer Magazines To build on the individual notice reach base, KCC recommends notice placements in leading consumer magazines. Consumer Magazine Issuance Notice Size # of Insertions Cosmopolitan Monthly Half page 1 National Geographic Monthly Half page 1 People Weekly Half page 2 Reader s Digest Monthly Full page (Digest) 1 TOTAL 5 Provides a variety of editorial formats (e.g., entertainment, fashion and general interest) to reduce duplication among readers and extend reach among different demographic segments Includes half page notices (full page in the digest size publication) to attract attention and enhance readership with adequately sized text Includes some of the largest circulating publications in the country Positioning will be sought opposite articles, cover stories, or editorial features with documented high readership All placements will be tracked to ensure that they appear exactly as planned as well as meet our high standards in terms of quality and positioning The following provides details for each of the recommended consumer magazines: Circulation: 3,066,070 Adult Audience: 16,802,000 Monthly magazine providing editorial on relationships and romance, fashion and beauty, women s health and well-being, as well as pop culture and entertainment Reaches 8.4% of Cell Phone Owners with a Credit Card Balance Readers are 17.0% more likely to be Cell Phone Owners with a Credit Card Balance, as compared to the general adult population Extends reach among young, single women Circulation: 3,538,623 Adult Audience: 31,155, KCC LLC Proprietary and Confidential 12

208 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 24 of 27 Monthly magazine with editorial focusing on culture, nature, geography, ecology, science and technology and encompassing people and places of the world Reaches 12.9% of Cell Phone Owners with a Credit Card Balance Extends reach among affluent, educated adults Circulation: 3,537,318 Adult Audience: 42,726,000 Weekly entertainment magazine featuring celebrity news, biographies and gossip Reaches 19.3% of Cell Phone Owners with a Credit Card Balance Readers are 6.5% more likely to be Cell Phone Owners with a Credit Card Balance, as compared to the general adult population Provides a large number of pass along readers Circulation: 3,067,649 Adult Audience: 22,876,000 Monthly general interest and family magazine Reaches 8.6% of Cell Phone Owners with a Credit Card Balance Audience skews slightly older 2015 KCC LLC Proprietary and Confidential 13

209 Case 3:11-md MMA-MDD Document Filed 11/06/15 Page 25 of 27 Internet Banners 90.6% of Cell Phone Owners with a Credit Card Balance have access to the internet at home using a computer, 90.0% have looked at or used the internet in the past 30 days, and 61.5% have looked at the internet on their cell phone or smartphone in the past 30 days. In addition, Cell Phone Owners with a Credit Card Balance are 10.5% more likely to have access to the internet at home using a computer, 10.7% more likely to have looked at or used the internet in the past 30 days, and 17.1% more likely to have looked at the internet on their cell phone or smartphone in the past 30 days, as compared to the general adult population. As a result, to further extend reach among the Class, KCC recommends purchasing million unique internet banner impressions over a four to six week period. The banners will be targeted to adult cell phone owners and will be embedded with a hyperlink to the settlement website. Internet Description Target Impressions Mobile Network Adult Cell Phone Owners 500,000 Run of Network Adult Cell Phone Owners 110,000,000 TOTAL 110,500,000 Sample run of network sites may include: L 2015 KCC LLC Proprietary and Confidential 14

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