Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 1 of 69 Page ID #:17136 EXHIBIT 1

Transcription

1 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 1 of 69 Page ID #:17136 EXHIBIT 1

2 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 2 of 69 Page ID #:17137 AMENDED SETTLEMENT AGREEMENT AND RELEASE This Amended Settlement Agreement and Release ( Amended Settlement Agreement ) is made and entered into by and between (1) plaintiffs Jose Hernandez, Kathryn Pike, Robert Randall, Bertram Robison, Camille Chapman, and Lewis Mann, individually and as representatives of the 23(b)(3) Settlement Class as defined below; (2) Equifax Information Services LLC; (3) Experian Information Solutions, Inc.; and (4) TransUnion LLC. This Amended Settlement Agreement is intended by the Parties to fully, finally, and forever resolve, discharge, and settle all released rights and claims, to the extent set forth below, subject to the terms and conditions set forth herein. RECITALS A. WHEREAS, on or about October 3, 2005, plaintiff Jose Hernandez filed an action against Defendants in the United States District Court for the Northern District of California, in which he asserted claims on behalf of a putative nationwide class of consumers relating to each of Defendants procedures for reporting pre-bankruptcy debts of consumers who have obtained discharges through Chapter 7 bankruptcy proceedings; B. WHEREAS, on or about November 2, 2005, plaintiffs Terri N. White, et al., filed separate actions against each of the Defendants in this Court, in which she asserted claims on behalf of a putative nationwide class of consumers relating to each Defendants procedures for reporting and reinvestigating pre-bankruptcy debts of consumers who have obtained discharges through Chapter 7 bankruptcy proceedings; C. WHEREAS, on or about August 11, 2006, plaintiff Jose Hernandez and the other plaintiffs filed three separate Second Amended Consolidated Class Action Complaints, one against each Defendant, in which they assert claims for (i) willful and/or negligent violation of Section 1681e(b) of the Fair Credit Reporting 1

3 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 3 of 69 Page ID #:17138 Act, 15 U.S.C. 1681, et seq., and Section (b) of its California state counterpart, the Consumer Credit Reporting Agencies Act, Cal. Civ. Code 1785, et seq., for failure to maintain reasonable procedures to assure maximum possible accuracy; (ii) willful and/or negligent violation of Section 1681i of the FCRA and its California counterpart, Cal. Civ. Code Section , for failure to reasonably investigate consumer disputes regarding the status of the discharged accounts; and (iii) violation of California s Unfair Competition Law, Bus. & Prof. Code Section 17200, et seq.; D. WHEREAS, in or around September 2006, Defendants answered the various Second Amended Complaints, denying the allegations therein, denying that the actions are suitable for certification pursuant to Federal Rule of Civil Procedure 23, and asserting affirmative defenses that Defendants contend are meritorious notwithstanding their willingness to enter into this Amended Settlement Agreement; E. WHEREAS, plaintiff Jose L. Acosta, Jr., filed an action against TransUnion in California Superior Court on or around May 12, 2003, and later filed a new action against TransUnion in federal court on August 14, 2006, joined by plaintiffs Robert Randall and Bertram Robison, and plaintiff Kathryn Pike filed an action in California Superior Court against Equifax on or around October 14, 2005, in which they also assert claims on behalf of a putative California class of consumers relating to TransUnion s or Equifax s procedures for reporting prebankruptcy debts of consumers who have obtained discharges through Chapter 7 bankruptcy proceedings; F. WHEREAS, all of these cases, which collectively comprise the Litigation, have been either filed, transferred, or removed such that they are before the Honorable Judge David O. Carter in the Central District of California under the following case numbers: Terri N. White, et al. v. Experian Information Solutions, 2

4 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 4 of 69 Page ID #:17139 Inc., Case No. cv (lead case number); Terri N. White, et al. v. Equifax Information Services LLC, Case No. cv ; Terri N. White, et al. v. TransUnion LLC, cv ; Jose Hernandez v. Equifax Information Services, LLC, et al., Case No. cv ; Jose L. Acosta et al., v. TransUnion LLC, et al., Case No. cv ; and Kathryn L. Pike v. Equifax Information Services, LLC, Case No. cv ; G. WHEREAS, Plaintiffs in the various cases have undertaken substantial investigation and formal discovery in the Litigation (including review of tens of thousands of pages of documents, retention and consultation of numerous experts in the fields of credit reporting and consumer bankruptcies, interviews with numerous consumers, review of thousands of consumer credit reports, creation and review of several credit scoring analyses, creation and review of several accuracy analyses, and about 50 depositions) in support of the prosecution of the Litigation and settlement negotiations relating thereto; H. WHEREAS, the Parties have vigorously litigated these matters, which included more than 40 depositions, a motion to dismiss, a motion for summary judgment on willfulness, voluminous document productions and review, and four rounds of briefing concerning class certification; I. WHEREAS, on or about August 15, 2007, the Court urged the Parties to proceed to mediation and, since then, the Parties have conducted arms-length, contentious, lengthy, and complicated negotiations (with the participation of Defendants insurance carriers) that have included at least six in-person mediation sessions with the Hon. Lourdes Baird (Ret.), four in-person mediation sessions with mediator Randall Wulff, one in-person mediation session with the Hon. Daniel Weinstein (Ret.), one in-person mediation session with the Hon. Dickran Tevrizian (Ret.), and numerous telephonic sessions involving counsel for the Parties; 3

5 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 5 of 69 Page ID #:17140 J. WHEREAS, on or about April 3, 2008, the Parties to the Litigation entered into the Injunctive Relief Settlement Agreement in which Defendants agreed to retroactively update the credit files of 23(b)(2) Settlement Class Members to reflect the discharge of certain categories of pre-bankruptcy civil judgments and tradelines. Defendants also agreed to adopt new procedures for the update of certain pre-bankruptcy civil judgments and tradelines when a public record entry of the bankruptcy has been added to the consumer s file. On August 19, 2008, the Court approved these new procedures, found them to be reasonable under the FCRA, and entered an Approval Order Regarding Settlement and Release regarding the injunctive relief pursuant to the Injunctive Relief Settlement Agreement (Docket No. 290) 1 ; K. WHEREAS, each Defendant separately represents that since on or about August 19, 2008, and continuously to the present, it has fully complied with the terms of the Injunctive Relief Settlement; L. WHEREAS, on January 26, 2009, counsel for the parties to the Litigation appeared for a hearing on Plaintiffs Motion for Class Certification and, prior to the scheduled hearing, the Court issued a tentative ruling denying Plaintiffs Motion for Class Certification pursuant to Fed. R. Civ. P. 23(b)(3) and directed the Parties to make a final attempt to settle the Litigation; M. WHEREAS, on February 5, 2009, the parties and their counsel appeared for a mediation and reported to the Court that they had reached an agreement in principle for what would later be memorialized as the 2009 Proposed Settlement; 1 Unless otherwise indicated, all references herein to Docket Numbers refer to filings in lead case White, et al. v. Experian, No. 05-cv-1070-DOC. 4

6 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 6 of 69 Page ID #:17141 N. WHEREAS, the Parties entered into the written 2009 Proposed Settlement in April 2009, which provided for a $45 Million settlement fund ($15 Million per Defendant); O. WHEREAS, the Court granted preliminary approval of the 2009 Proposed Settlement on May 7, 2009; P. WHEREAS, on June 12, 2009, the Court issued an Order to Deposit the Settlement Fund into the Registry Account of the Court; Q. WHEREAS, Defendants made their respective deposits, totaling $45 Million from all Defendants, into the Registry Account of the Court by June 19, 2009; R. WHEREAS, funds totaling $7,649, were withdrawn from the Registry Account of the Court for costs associated with the notice program under the 2009 Proposed Settlement, pursuant to Court Orders, on the following dates: October 6, 2009, December 7, 2009, March 25, 2010, May 7, 2010, July 10, 2010, March 25, 2011, August 24, 2011, September 12, 2011, and March 17, 2016; S. WHEREAS, interest has been accruing on the funds in the Registry Account of the Court and as of December 31, 2016, a total of $273, in interest has accrued, and additional interest will continue to accrue on those funds; T. WHEREAS, in connection with the 2009 Proposed Settlement, GCG signed a form of acknowledgment and agreement to be bound by the Confidentiality Agreement on or about February 26, 2010, which the Parties agree shall remain in full force and effect and any new Confidential Information, as defined in the Confidentiality Agreement, shall be subject to the Confidentiality Agreement; U. WHEREAS, the Court granted final approval of the 2009 Proposed Settlement on July 15, 2011, and a corrected order issued on September 10, 2011 (Docket No. 837); 5

7 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 7 of 69 Page ID #:17142 V. WHEREAS, the 2009 Proposed Settlement was appealed, and although the United States Circuit Court of Appeals for the Ninth Circuit vacated the District Court judgment which approved the 2009 Proposed Settlement, it made no comment or ruling regarding the substantive terms of the 2009 Proposed Settlement (other than with respect to the class representatives service awards); W. WHEREAS, the Parties resumed settlement negotiations and attended a mediation with the Hon. Daniel Weinstein (Ret.) on August 25, 2016, but were unable to reach a settlement at that time; X. WHEREAS, Plaintiffs filed a Motion for Leave to File a Third Amended Complaint on September 19, 2016, seeking leave to amend the alleged class definition and add two additional class representatives (Docket No. 1005), and Defendants filed an Opposition thereto on September 27, 2016 (Docket No. 1007); Y. WHEREAS, the Court tentatively denied Plaintiffs Motion for Leave to File a Third Amended Complaint on October 11, 2016, and directed the Parties to attend a mediation with the Hon. Dickran Tevrizian (Ret.); Z. WHEREAS, this Amended Settlement Agreement memorializes the agreement in principle reached with the efforts of the Hon. Dickran Tevrizian (Ret.) on November 7, 2016, as amended in response to the Court s comments at the hearing on May 30, 2017; AA. WHEREAS, Defendants represent that this Amended Settlement Agreement was reached only after each Defendant s respective insurance carriers agreed to fund such Defendant s required payments under this Amended Settlement Agreement, subject to such Defendant s exhaustion of any remaining self-insured retention. BB. WHEREAS, the Parties are willing to enter into this Amended Settlement Agreement to settle the monetary claims of the 23(b)(3) Settlement 6

8 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 8 of 69 Page ID #:17143 Class because of, among other reasons, the attendant expense, risks, difficulties, delays, and uncertainties of continued litigation; CC. WHEREAS, Plaintiffs and Proposed 23(b)(3) Settlement Class Counsel believe that this Amended Settlement Agreement provides fair, reasonable, and adequate relief to the 23(b)(3) Settlement Class, and is in the best interests of the 23(b)(3) Settlement Class as a whole; DD. WHEREAS, Defendants deny all claims asserted against them in the Litigation, deny that class certification would be appropriate if the cases are litigated rather than settled, deny all allegations of wrongdoing and liability, and deny that anyone was harmed by the conduct alleged, but nevertheless desire to settle Plaintiffs monetary claims on the terms and conditions set forth in this Amended Settlement Agreement solely for the purpose of avoiding the burden, expense, risk and uncertainty of continuing the proceedings on those issues in the Litigation, and for the purpose of putting to rest the controversies engendered; NOW THEREFORE, IT IS AGREED, by and among the Parties, without (i) any admission or concession on the part of Plaintiffs of the lack of merit of the Litigation whatsoever, or (ii) any admission or concession of liability or wrongdoing or the lack of merit of any defense whatsoever by Defendants, that the Litigation and all claims of the 23(b)(3) Settlement Class for monetary damages be settled, compromised, and dismissed on the merits and with prejudice as to Defendants on the terms set forth below, subject to the approval of the Court. The recitals stated above are true and accurate and are hereby made a part of the Amended Settlement Agreement. I. DEFINITIONS As used in this Amended Settlement Agreement, the terms defined below shall have the meanings assigned to them when capitalized in the same fashion as in this Part I, and any other terms that relate to the credit reporting industry shall 7

9 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 9 of 69 Page ID #:17144 have the customary meaning accorded to those terms in the credit reporting industry. 1.1 Actual Damage Award means the cash payment that may be available to an eligible 23(b)(3) Settlement Class Member who elects to receive an actual damage award on his or her Claim Form or is deemed to have submitted a Claim for an actual damage award pursuant to Subsection 7.1a. 1.2 Actual Damage Award Claimant means a 23(b)(3) Settlement Class Member who elected to receive an Actual Damage Award on his or her Claim Form, or who is deemed to have submitted a Claim for an Actual Damage Award pursuant to Subsection 7.1a. 1.3 Amended Settlement Agreement means this Amended Settlement Agreement and Release. 1.4 Available Convenience Award Funds means the remaining portion of the Settlement Fund after subtracting from the total amount of the Settlement Fund the sum of all (1) costs in connection with the Notice Plan; (2) Service Awards, if any, paid to Plaintiffs; (3) amounts paid for Monetary Relief Fees; and (4) estimated amounts to be paid for Actual Damage Awards, which shall be calculated by the Settlement Administrator by identifying the highest award to which each Actual Damage Award Claimant may be entitled, multiplying the total number of such Claims in each category, and totaling the results for all categories; in no event shall the Available Convenience Award Funds be less than $10 Million. 1.5 Bankruptcy Date means the month during which according to an entry in the public records section as reflected in the applicable Defendant s computer systems a Consumer filed a bankruptcy petition that later led to a public record in the Consumer s File of the entry of a discharge order pursuant to 8

10 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 10 of 69 Page ID #:17145 Chapter 7 of the United States Bankruptcy Code. The Bankruptcy Date may be reflected as the date filed in the public records section of a Consumer s File. 1.6 CAFA Notice means the notice requirements interposed by 28 U.S.C CCRAA means the California Consumer Credit Reporting Agencies Act, Cal. Civ. Code 1785, et seq. 1.8 Claim Deadline shall be sixty (60) days following the Notice Deadline. 1.9 Claim Form or Claim means the claim form (in a form substantially similar to that attached hereto as Exhibit D and approved by the Court) to be submitted by 23(b)(3) Settlement Class Members in order to be eligible to receive a Monetary Award or a Non-Monetary Award Claimant means a proposed 23(b)(3) Settlement Class Member who properly registers or submits a Claim pursuant to Subsection 7.1a, or who is deemed to have submitted a Claim pursuant to that Subsection Closed Account means that an account is reporting with a zero balance and has a narrative or other code indicating that the account was closed by a consumer or creditor in a month that predates the Bankruptcy Date Confidentiality Agreement means the Stipulated Protective Order entered by the Court on December 20, Consumer means a natural person residing in the United States of America or its territories whose File in a Defendant s computer systems includes, or at any time from March 15, 2002 to May 11, 2009 (or for residents of the State of California in the case of Defendant TransUnion, from May 12, 2001 to May 11, 2009) included, a public record entry reporting an order of discharge pursuant to Chapter 7 of the United States Bankruptcy Code, as determined from the Defendant s current Files and/or archived files as retrieved on an annual basis. 9

11 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 11 of 69 Page ID #: Convenience Award means the cash payment that may be available to an eligible 23(b)(3) Settlement Class Member who elects to receive a convenience award on his or her Claim Form or is deemed to have submitted a Claim for a convenience award pursuant to Subsection 7.1a Convenience Award Claimant means a 23(b)(3) Settlement Class Member who elected to receive a Convenience Award on his or her Claim Form, or who is deemed to have submitted a Claim for a Convenience Award pursuant to Subsection 7.1a Court means the United States District Court for the Central District of California Date of Initial Delinquency means the first month during which a derogatory event is reported for a tradeline, as shown in the applicable Defendant s records. Based upon differences in reporting methods, each Defendant may, at its option, use such dates as the Purge Date, Date of First Delinquency or Date of Last Activity to determine the Date of Initial Delinquency for purposes of compliance with this Amended Settlement Agreement Defendants means Equifax, Experian, and TransUnion Defendants Counsel means Jones Day, Troutman Sanders LLP, and Stroock & Stroock & Lavan LLP Effective Date means the date on which this Court s entry of the Final Approval Order and this Court s orders regarding Monetary Relief Fees and Injunctive Relief Fees have all become final because either (i) no appeal of the Final Approval Order or the Court s orders referenced above have been filed and the time provided in the applicable rules of procedure within which an appeal may be filed has lapsed, or (ii) if one or more timely appeals have been filed, all such appeals are finally resolved, with no possibility of further appellate review, 10

12 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 12 of 69 Page ID #:17147 resulting in final judicial approval of this Settlement. For purposes of this definition, the term appeal includes writ proceedings Notice means the notice (in a form substantially similar to that attached hereto as Exhibit A and approved by the Court) that will be transmitted via to certain proposed 23(b)(3) Settlement Class Members pursuant to the Notice Plan Equifax means Equifax Information Services LLC Equifax s Counsel means Troutman Sanders LLP Experian means Experian Information Solutions, Inc Experian s Counsel means Jones Day FCRA means the federal Fair Credit Reporting Act, 15 U.S.C. 1681, et seq FCRA State Equivalents means any statute or regulation of any state, U.S. territory, the District of Columbia, or Puerto Rico, that has the purpose or effect of regulating the collection or reporting of consumer credit information (including, without limitation, the CCRAA, and New York s Fair Credit Reporting Act, General Business Law Article 25, u) File means a file, as defined in 15 U.S.C. 1681a(g), in a Defendant s computer system Final Approval means the approval of the Amended Settlement Agreement by the Court at or after the Final Approval Hearing, and entry on the Court s docket of the Final Approval Order Final Approval Order means a final order and judgment entered by the Court giving Final Approval of the Amended Settlement Agreement and dismissing with prejudice Plaintiffs claims for monetary relief that is in a form mutually agreeable to the Parties, and entering a judgment according to the terms set forth in this Amended Settlement Agreement. 11

13 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 13 of 69 Page ID #: Final Approval Hearing or Final Fairness Hearing means the hearing at which the Court will consider and finally decide whether to approve this Settlement, enter a judgment, and make such other rulings as are contemplated by this Settlement. The Final Approval Hearing shall not be scheduled for a date less than 90 days following CAFA Notice as set forth in Section GCG means the Garden City Group, LLC and all of its successors, assigns, agents and/or representatives Injunctive Relief Fee Agreement means the settlement agreement addressing the payment of 23(b)(2) Settlement Class Counsel s fees in connection with the Injunctive Relief Settlement, filed with the Court on May 1, 2009 (Docket No ) Injunctive Relief Fees means the attorneys fees and expenses, including fees for expert witnesses, incurred by 23(b)(2) Settlement Class Counsel and to be awarded in connection with their efforts in achieving the Injunctive Relief Settlement Injunctive Relief Settlement means the Settlement Agreement and Release filed with the Court in this action on April 3, 2008, pursuant to which on August 19, 2008, the Court entered an Approval Order Regarding Settlement Agreement and Release (Docket No. 290) Litigation means Terri N. White, et al. v. Experian Information Solutions, Inc., Case No. cv (lead case number); Terri N. White, et al. v. Equifax Information Services LLC, Case No. cv ; Terri N. White, et al. v. TransUnion LLC, cv ; Jose Hernandez v. Equifax Information Services, LLC, et al., Case No. cv ; Jose L. Acosta et al., v. TransUnion LLC, et al., Case No. cv ; and Kathryn L. Pike v. Equifax Information Services, LLC, Case No. cv

14 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 14 of 69 Page ID #: Mail Notice means the notice (in a form substantially similar to that attached hereto as Exhibit B and approved by the Court) that will be mailed to certain proposed 23(b)(3) Settlement Class Members pursuant to the Notice Plan Monetary Award means a cash payment that may be available to eligible 23(b)(3) Settlement Class Members pursuant to Section 7.2 of this Agreement Monetary Award Claimant means a 23(b)(3) Settlement Class Member who elected to receive a Monetary Award on his or her Claim Form or is deemed to have submitted a Claim for a Monetary Award pursuant to Subsection 7.1a Monetary Relief Fees means the attorneys fees and expenses, including fees for expert witnesses, incurred by Proposed 23(b)(3) Settlement Class Counsel in prosecuting and settling the Litigation, but excluding the Injunctive Relief Fees, as defined in Section Non-Monetary Award means the non-monetary relief that may be available to eligible 23(b)(3) Settlement Class Members pursuant to Section 7.3 of this Agreement Non-Monetary Award Claimant means a 23(b)(3) Settlement Class Member who elected to receive a Non-Monetary Award on his or her Claim Form Notice Deadline shall be ninety (90) days following entry of the Preliminary Approval Order Notice Plan means the plan for disseminating notice to 23(b)(3) Settlement Class Members as described in Section VI Objection means a written objection to the Settlement filed by a 23(b)(3) Settlement Class Member as described in Section IX Objection Deadline shall be sixty (60) days following the Notice Deadline. 13

15 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 15 of 69 Page ID #: Opt-Out Deadline shall be sixty (60) days following the Notice Deadline Original Class List means the list of identified 23(b)(3) Settlement Class Members prepared pursuant to the procedures set forth in the 2009 Proposed Settlement Agreement Original Monetary Contribution means the $45 Million contribution from Defendants into the Registry of the Court in June 2009 in connection with the 2009 Proposed Settlement Parties means Plaintiffs, Equifax, Experian, and TransUnion, and Party means Plaintiffs, Equifax, Experian, or TransUnion Plaintiffs means the settling plaintiffs, specifically, Jose Hernandez, Robert Randall, Bertram Robison, Kathryn Pike, Camille Chapman, and Lewis Mann Post-bankruptcy Credit Report means a credit report, as defined in 15 U.S.C. 1681a(d), that is issued by a Defendant on or after the Bankruptcy Date and before May 11, Pre-bankruptcy Civil Judgment means a public record judgment that a Defendant reported in a Consumer s File with either a month filed or a month of judgment (or both) that predates or is equal to the Bankruptcy Date in such File Pre-bankruptcy Collection Account means an account identified by a Defendant as reflecting the collection activity of a third party collection agency or debt buyer on behalf of the original creditor that is reported with a Date of Initial Delinquency, a date referred to collection, or an date opened month that predates or is equal to the Bankruptcy Date Pre-bankruptcy Installment or Mortgage Loan means an installment or mortgage loan that a Defendant reported in a Consumer s File with a date opened month that predates or is equal to the Bankruptcy Date in such File. 14

16 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 16 of 69 Page ID #: Pre-bankruptcy Revolving Account means a revolving account, open account, or line of credit that at least one of the Defendants reported in a Consumer s File with a date opened month that predates or is equal to the Bankruptcy Date in such File Preliminary Approval means the preliminary approval of the Amended Settlement Agreement by the Court, conditional certification of the 23(b)(3) Settlement Class, and approval of the method and content of notice to the 23(b)(3) Settlement Class Proposed 23(b)(3) Settlement Class Counsel or 23(b)(3) Settlement Class Counsel means Leonard A. Bennett, Consumer Litigation Associates, P.C.; Michael Caddell and Cynthia Chapman, Caddell & Chapman; Michael W. Sobol, Lieff Cabraser Heimann & Bernstein; Charles Delbaum and Stuart T. Rossman, National Consumer Law Center; Jim Francis, Francis & Mailman, PC; F. Paul Bland and Arthur Bryant, Public Justice, P.C.; and Lee A. Sherman, Callahan Thompson Sherman & Caudill LLP Registry Account means the account with the Registry of the Court created by the Court s June 12, 2009 Order (Docket No. 439) Rejection Notice means the notice provided by the Settlement Administrator to any Claimant whose Claim Form has been rejected Released Claims means and includes any and all duties, obligations, demands, claims, actions, causes of action, suits, damages, rights or liabilities of any nature and description whatsoever, whether arising under local, state or federal law, whether by Constitution, statute (including, but not limited to, the FCRA and FCRA State Equivalents), tort, contract, common law or equity or otherwise, whether known or unknown, concealed or hidden, suspected or unsuspected, anticipated or unanticipated, asserted or unasserted, foreseen or unforeseen, actual or contingent, liquidated or unliquidated, fixed or contingent, that have been or 15

17 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 17 of 69 Page ID #:17152 could have been asserted in the Litigation based upon the Defendants furnishing of consumer reports during the Class period identified in Section 1.75 based upon the fact or allegation that they contained false or misleading reporting of debts, accounts, judgments, or public records, or other obligations, that had been discharged in bankruptcy or their alleged failure to have properly reinvestigated such inaccuracies, by Plaintiffs or the 23(b)(3) Settlement Class Members or any of their respective heirs, spouses, executors, administrators, partners, attorneys, predecessors, successors, assigns, agents and/or representatives, and/or anyone acting or purporting to act on their behalf, except for any such claims that were the subject of pending litigation on November 7, 2016, against an unaffiliated vendor of any of the Defendants. Released Claims include, but are not limited to, all claimed or unclaimed compensatory damages, damages for emotional distress, actual damages, statutory damages, consequential damages, incidental damages, treble damages, punitive and exemplary damages, as well as all claims for equitable, declaratory or injunctive relief under any federal or state statute or common law or other theory that was alleged or could have been alleged based on the facts forming the basis for the Litigation, including but not limited to any and all claims under deceptive or unfair practices statutes, or any other statute, regulation or judicial interpretation. Released Claims further include interest, costs and fees arising out of any of the claims asserted or that could have been asserted in the Litigation. Notwithstanding the foregoing, nothing in this Amended Settlement Agreement shall be deemed a release of the Parties respective rights and obligations under this Amended Settlement Agreement Released Parties means and refers to: (i) Equifax and its present, former and future officers, directors, partners, employees, agents, attorneys, servants, heirs, administrators, executors, members, member entities, shareholders, predecessors, successors, affiliates (including, without limitation, CSC Credit 16

18 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 18 of 69 Page ID #:17153 Services, Inc.), subsidiaries, parents, representatives, trustees, principals, insurers, investors, vendors and assigns, individually, jointly and severally; (ii) Experian and its present, former and future officers, directors, partners, employees, agents, attorneys, servants, heirs, administrators, executors, members, member entities, shareholders, predecessors, successors, affiliates, subsidiaries, parents, representatives, trustees, principals, insurers, investors, vendors and assigns, individually, jointly and severally; and (iii) TransUnion and its present, former and future officers, directors, partners, employees, agents, attorneys, servants, heirs, administrators, executors, members, member entities, shareholders, predecessors, successors, affiliates, subsidiaries, parents, representatives, trustees, principals, insurers, investors, vendors and assigns, individually, jointly and severally Second Amended Complaints means the three separate Second Amended Consolidated Class Action Complaints, one against each Defendant filed in the Litigation Settlement means the agreement between Plaintiffs, on behalf of themselves and as proposed representatives of the 23(b)(3) Settlement Class, and Equifax, Experian, and TransUnion, to settle and compromise all of Plaintiffs and the 23(b)(3) Settlement Class claims in the Litigation for monetary damages, including without limitation actual, statutory and punitive damages, (and all issues relating thereto), fully, finally and forever, as memorialized in this Amended Settlement Agreement and the accompanying documents attached hereto Settlement Administrator means the settlement administrator selected by the Parties and approved by the Court with regard to this Settlement Settlement Fund means the already-existing amounts in the Registry Account paid by Defendants in connection with the 2009 Proposed Settlement, together with any accrued interest on those amounts, and the additional $1,000,000 to be paid by Defendants. 17

19 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 19 of 69 Page ID #: Settlement Website means the Internet Website established by GCG and maintained by the Settlement Administrator for purposes of facilitating notice to, and communicating with, the 23(b)(3) Settlement Class Taxes means any taxes, including any estimated taxes, interest or penalties, arising with respect to the income earned by the Registry Account, including any taxes or tax detriments that may be imposed upon the Released Parties with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes Tax Expenses means expenses and costs incurred in connection with the operation and implementation of Taxes in connection with the Registry Account, including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Subsection 4.2b TransUnion means TransUnion LLC TransUnion s Counsel means Stroock & Stroock & Lavan LLP Proposed Settlement or 2009 Proposed Settlement Agreement means the Settlement Agreement and Release for monetary relief entered into by the Parties in April 2009 (Docket No. 384) Updated Class List means the Original Class List updated by the Defendants and the Settlement Administrator with the last known mailing address as well as address for each Consumer on the Original Class List as more fully detailed in paragraph (b)(2) Settlement Class means the defined class of persons as set forth in paragraph 3.35 in the Injunctive Relief Settlement Agreement (b)(3) Settlement Class or 23(b)(3) Settlement Class Member shall mean and refer to all Consumers who have received an order of discharge 18

20 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 20 of 69 Page ID #:17155 pursuant to Chapter 7 of the United States Bankruptcy Code and who, any time between and including March 15, 2002 and May 11, 2009 (or, for California residents in the case of TransUnion, any time between and including May 12, 2001 and May 11, 2009), have been the subject of a Post-bankruptcy Credit Report issued by a Defendant in which one or more of the following appeared: a. A Pre-bankruptcy Civil Judgment that was reported as outstanding (i.e., it was not reported as vacated, satisfied, paid, settled or discharged in bankruptcy) and without information sufficient to establish that it was, in fact, excluded from the bankruptcy discharge; b. A Pre-bankruptcy Installment or Mortgage Loan that was reported as delinquent or with a derogatory notation (other than discharged in bankruptcy, included in bankruptcy or similar description) and without information sufficient to establish that it was, in fact, excluded from the bankruptcy discharge; c. A Pre-bankruptcy Revolving Account that was reported as delinquent or with a derogatory notation (other than discharged in bankruptcy, included in bankruptcy or similar description) and without information sufficient to establish that it was, in fact, excluded from the bankruptcy discharge; and/or d. A Pre-bankruptcy Collection Account that remained in collection after the Bankruptcy Date. This definition is intended to be coterminous with the definitions of 23(b)(3) Settlement Class and 23(b)(3) Settlement Class Member in the 2009 Proposed Settlement. Provided, however, that for purposes of this Agreement, 23(b)(3) Settlement Class and 23(b)(3) Settlement Class Member shall exclude: (i) all persons who timely and validly request exclusion from the Class as set forth in this Agreement; (ii) all Consumers who would qualify for membership in the 23(b)(3) 19

21 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 21 of 69 Page ID #:17156 Settlement Class based solely on a Post-bankruptcy Credit Report for which the Consumer has separately released all claims as to the issuing Defendant; (iii) Defendants officers, directors, and employees; (iv) Defendants attorneys; (v) Plaintiffs attorneys; and (vi) any judge or judges assigned to preside over or review this matter, and the members of his or her immediate family. II. NO ADMISSION OF LIABILITY OR ELEMENTS OF CLASS CERTIFICATION AND CONDITIONAL CERTIFICATION OF 23(B)(3) SETTLEMENT CLASS 2.1 Defendants Denial of Wrongdoing or Liability Defendants have asserted and continue to assert many defenses to this Litigation and have expressly denied and continue to deny any fault, wrongdoing or liability whatsoever arising out of the conduct alleged in the Litigation. Defendants expressly deny any fault, wrongdoing or liability whatsoever, as well as the validity of each of the claims and prayers for relief asserted in the Litigation. The Parties expressly acknowledge and agree that neither the fact of, nor any provision contained in, this Amended Settlement Agreement nor any of the implementing documents or actions taken under them, shall constitute or be construed as any admission of the validity of any claim, any status, or any fact alleged in the Litigation or any fault, wrongdoing, violation of law, or liability of any kind on the part of Defendants, or any admission by Defendants of any claim or allegation made in any action or proceeding against Defendants. Defendants have denied and continue to deny each and all of the claims and allegations in the Litigation. Neither this Amended Settlement Agreement nor any document referred to herein, nor any action taken to carry out this Amended Settlement Agreement and/or the Settlement, nor their willingness to enter into this Amended Settlement Agreement, nor any or all negotiations, communications, and discussions associated with them are, or may be construed as, or may be used in 20

22 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 22 of 69 Page ID #:17157 any proceeding as, an admission by or against any or all Defendants of any fault, wrongdoing or liability whatsoever, or any infirmity of any defenses asserted by any or all Defendants. 2.2 No Admission by Defendants of Elements of Class Certification Defendants deny that a class should be certified other than for purposes of this Settlement and reserve their rights to contest any litigation class motion. Defendants contend that this Litigation could not be certified as a class action under Federal Rule of Civil Procedure 23(b)(3) and, indeed, this Court has issued written tentative rulings denying certification of a litigation class that had been proposed by Plaintiffs as well as denying leave to amend Plaintiffs proposed litigation classes. Nothing in this Amended Settlement Agreement shall be construed as an admission by any Defendant that this Litigation or any similar case is amenable to class certification for trial purposes. Furthermore, nothing in this Amended Settlement Agreement shall prevent any Defendant from opposing class certification or seeking de-certification of the conditionally certified 23(b)(3) Settlement Class if Final Approval of this Settlement is not obtained, or not upheld on appeal, including review by the United States Supreme Court. 2.3 Motion for Preliminary Approval As soon as practicable, Proposed 23(b)(3) Settlement Class Counsel shall file this Amended Settlement Agreement with the Court together with a motion for Preliminary Approval that seeks entry of an order that would, for settlement purposes only: (i) preliminarily approve the Settlement reflected herein as fair, adequate and reasonable to the 23(b)(3) Settlement Class Members as described in Section 1.75, and within the reasonable range of possible final approval; (ii) conditionally certify the Settlement Class for settlement purposes only and appoint 23(b)(3) Settlement Class Counsel as counsel for the 23(b)(3) Settlement Class for settlement purposes only; (iii) approve the proposed class notices to the 21

23 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 23 of 69 Page ID #: (b)(3) Settlement Class in forms substantially similar to those attached hereto as Exhibits A-C and find that the Notice Program constitutes the best notice practicable under the circumstances, provides due and sufficient notice to the 23(b)(3) Settlement Class, and fully satisfies the requirements of due process and Federal Rule of Civil Procedure 23; (iv) direct that notice be provided to the 23(b)(3) Settlement Class, in accordance with this Agreement; (v) set a deadline sixty (60) days after the Notice Deadline, after which no one shall be allowed to submit a Claim, object to the Settlement or exclude himself or herself from the Settlement Class or seek to intervene; (vi) approve the Claim Form, attached hereto as Exhibit D; (vii) establish a procedure for Settlement Class Members to submit a Claim, object to the Settlement or exclude themselves from the Settlement Class; (viii) pending determination of whether the Settlement should be finally approved, bar and enjoin all persons in the 23(b)(3) Settlement Class, directly, on a representative basis or in any other capacity, from commencing or prosecuting against any of the Released Parties any action, arbitration, or proceeding in any court, arbitration forum or tribunal asserting any of the Released Claims unless they timely opt out of the Settlement; (ix) pending final determination of whether the Settlement should be approved, stay all proceedings except those related to effectuating the Settlement; (x) appoint a Settlement Administrator; and (xi) schedule a hearing to consider Final Approval of the Settlement, which shall be scheduled in compliance with 28 U.S.C. 1715(d) no earlier than thirty (30) days after the Objection Deadline. III. CONSIDERATION TO THE CLASS 3.1 Monetary Consideration a. Waiver of Right to Original Monetary Contribution. All outstanding amounts from the Original Monetary Contribution remaining in the Registry of the Court, including interest earned through date of distribution, shall 22

24 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 24 of 69 Page ID #:17159 be used for the benefit of the 23(b)(3) Settlement Class Members consistent with this Amended Settlement Agreement. As of the Effective Date, Defendants will waive their rights to have the Original Monetary Contribution returned. b. $1 Million Additional Contribution. Defendants shall contribute, in total, an additional $1 Million (i.e., $333, per Defendant as set forth in Section 4.1 below) into the Registry of the Court to be used to the benefit of the 23(b)(3) Settlement Class Members consistent with this Amended Settlement Agreement within five (5) business days of the Effective Date. 3.2 Non-Monetary Consideration Defendants shall provide non-monetary consideration to the 23(b)(3) Settlement Class as set forth in Schedule 3.2 hereto. IV. SETTLEMENT FUND 4.1 Deposit into the Settlement Fund a. Pursuant to an Order of this Court, within five (5) court days following the Effective Date, each Defendant shall cause to be deposited into the Registry Account an amount equal to three hundred thirty-three thousand and three hundred thirty-three dollars and thirty-three cents ($333,333.33). The Defendants obligations to pay are several, and not joint. b. Until such time as the Settlement Fund shall be used or disbursed as provided in this Amended Settlement Agreement and as approved by the Court, the Settlement Fund shall be held in the Registry Account and invested in accordance with 28 U.S.C Settlement Fund Tax Status a. Settlement Fund and the Registry Account in which the Settlement Fund is deposited shall continue to be treated as being at all times a qualified settlement fund within the meaning of Treas. Reg B-1. Each Defendant s deposit shall, therefore, be treated as being at all times a qualified 23

25 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 25 of 69 Page ID #:17160 settlement fund or part of a previously established qualified settlement fund, as the case may be. b. The Settlement Administrator shall timely make such elections as necessary or advisable to carry out the provisions of this Subsection, including the relation-back election (as defined in Treas. Reg B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Administrator to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. c. For the purpose of Treasury Regulation 1.468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator shall be the Settlement Administrator. The Settlement Administrator shall timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including, without limitation, the returns described in Treas. Reg B-2(k)). Such returns (as well as the election described in Subsection a above) shall be consistent with this Subsection and in all events shall reflect that all Taxes (including any estimated Taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in Subsection d below. d. All Taxes and Tax Expenses shall be paid out of the Settlement Fund; in no event shall the Released Parties have any responsibility for or liability with respect to the Taxes or the Tax Expenses. The Settlement Administrator shall indemnify and hold the Released Parties harmless for Taxes and Tax Expenses (including, without limitation, Taxes payable by reason of any such indemnification). Further, Taxes and Tax Expenses shall be timely paid by the Settlement Administrator out of the Settlement Fund without prior order from the 24

26 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 26 of 69 Page ID #:17161 Court, and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution any funds necessary to pay such amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treas. Reg B-2(l)); the Released Parties are not responsible therefor nor shall they have any liability with respect thereto. The Parties hereto agree to cooperate with the Settlement Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this Section. 4.3 Use and Disbursement of Settlement Fund The Settlement Fund shall be used only in the manner and for the purposes provided for in this Amended Settlement Agreement. No part of the Settlement Fund shall revert to the Defendants. No portion of the Settlement Fund shall be disbursed except as expressly provided for herein: a. After Preliminary Approval, the Parties shall jointly petition the Court to release funds from the Settlement Fund in the Registry of the Court to the Settlement Administrator for the costs of notice and related administrative expenses incurred with respect to effecting the Notice Plan as provided in Section VI; b. Within ten (10) days of the Effective Date, the Parties shall jointly petition the Court to release funds from the Settlement Fund in the Registry of the Court to the Settlement Administrator for payment of the Monetary Relief Fees as approved by the Court to 23(b)(3) Settlement Class Counsel as provided in Section 11.1 to the extent that 23(b)(3) Settlement Class Counsel has fulfilled the obligations set forth in the Agreement. c. Within ten (10) days of the Effective Date, the Parties shall jointly petition the Court to release funds from the Settlement Fund in the Registry 25

27 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 27 of 69 Page ID #:17162 of the Court to the Settlement Administrator to pay the Settlement Fund Service Awards approved by the Court, if any, as provided in paragraph 12.1; and d. Within ten (10) days of the Effective Date, the Parties shall jointly petition the Court to pay the funds remaining in the Registry of the Court (after deduction of notice and settlement administration expenses (including estimated expenses post-effective Date), paragraph 6.3, Settlement Fund Service Awards, paragraph 12.1, and the Monetary Relief Fees, paragraph 11.1) to the Settlement Administrator in trust for distribution to the Claimants. The Settlement Administrator shall pay all Claims for Monetary Awards, pursuant to the distribution plan for Monetary Awards, within thirty (30) days of the date that the funds remaining in the Registry of the Court are paid to the Settlement Administrator in trust for distribution to the Claimants. 4.4 Capped Fund Except for the costs of CAFA Notice pursuant to Section 6.4 hereof, all of the following must be paid from the Settlement Fund: (i) notice and administration costs; (ii) payments to the Claimants; (iii) Service Awards, if any, and (iv) payments to 23(b)(3) Settlement Class Counsel for Monetary Relief Fees. The Parties and their respective counsel agree that under no circumstance will each Defendant pay or cause to be paid more than $333,333.33, in addition to the $15 Million each Defendant already paid into the Registry of the Court in June 2009 in connection with the 2009 Proposed Settlement, for a total of $15,333,333.33, or provide any additional non-monetary benefit except as provided pursuant to this Settlement, except for the Injunctive Relief Fees as provided for in the Injunctive Relief Fee Agreement. 26

28 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 28 of 69 Page ID #:17163 V. RELEASE 5.1 Release of All Claims Upon the Effective Date, Plaintiffs and each 23(b)(3) Settlement Class Member and his or her respective spouses, heirs, executors, administrators, representatives, agents, attorneys, partners, successors, predecessors and assigns and all those acting or purporting to act on their behalf acknowledge full satisfaction of, and shall be conclusively deemed to have fully, finally and forever settled, released and discharged the Released Parties of and from all Released Claims. Subject to the Court s approval, all 23(b)(3) Settlement Class Members shall be bound by this Amended Settlement Agreement and all of their Released Claims shall be dismissed with prejudice and released as against the Released Parties, even if they never received actual notice of the Settlement prior to the hearing on final approval of the Settlement. 5.2 Waiver of California Civil Code Section 1542 and Section of the South Dakota Codified Laws. Plaintiffs, for themselves and for each 23(b)(3) Settlement Class Member, acknowledge that they are aware that they may hereafter discover facts in addition to or different from those that they or 23(b)(3) Settlement Class Counsel now knows or believes to be true with respect to the subject matter of these releases, but it is their intention to, and they do hereby, upon the Effective Date of this Amended Settlement Agreement, fully, finally and forever settle and release any and all Released Claims, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiffs, for themselves and for each 23(b)(3) Settlement Class Member, waive any and all rights and benefits afforded by California Civil Code Section 1542, which provides as follows: 27

29 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 29 of 69 Page ID #:17164 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 OR HER SETTLEMENT WITH THE DEBTOR. Plaintiffs, for themselves and for each 23(b)(3) Settlement Class Member, also waive any and all rights and benefits afforded by Section of the South Dakota Codified Laws, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Plaintiffs, each 23(b)(3) Settlement Class Member and Proposed 23(b)(3) Settlement Class Counsel understand and acknowledge the significance of this waiver of California Civil Code Section 1542, Section of the South Dakota Codified Laws and/or of any other applicable federal or state law relating to limitations on releases. VI. NOTICE 6.1 Update of Original Class List The Original Class List shall be updated by Defendants within thirty (30) days of Preliminary Approval with the last known mailing address and Social Security Number contained in their files for each 23(b)(3) Settlement Class Member. The Settlement Administrator will then confirm and/or update the last known mailing addresses as well as obtain address(es) for each Consumer on the Updated Class List, to the extent they are not provided on the Updated Class List and are reasonably available. Defendants shall, without charge, assist the 28

30 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 30 of 69 Page ID #:17165 Settlement Administrator in using commercially reasonable procedures to create the final Updated Class List. 23(b)(3) Settlement Class Counsel will have five (5) business days to object to the Updated Class List to Defendants in writing, after which it will be deemed final. 6.2 Notice to Proposed 23(b)(3) Settlement Class by the Settlement Administrator For purposes of providing Court-approved class notices and establishing that the best practicable notice has been given, the provision of class notice will be accomplished in accordance with the provisions of this Section 6.2. a. Notice or Mail Notice: To the extent or mail addresses are not available in the Updated Class List, the Settlement Administrator will perform reverse look ups in an effort to determine Settlement Class Members most recent and/or mailing address information. The Settlement Administrator shall rely on Notice to notify persons in the Settlement Class; Mail Notice shall be used to provide notice if: (1) the Settlement Administrator cannot locate an address; (2) the Settlement Administrator learns that an e- mail was undeliverable; and/or (3) the Settlement Administrator does not receive notice the was opened by the recipient within a reasonable time period. To the extent necessary, the Settlement Administrator will perform a search using the National Change of Address database and update its records prior to mailing. The Notice and Mail Notice shall be in the form attached hereto as Exhibits A and B, respectively. The Notice shall have a return receipt or other such function that permits the Settlement Administrator to reasonably determine whether s have been delivered and opened. The Notice also shall have a hyperlink that Settlement Class Member recipients may click and be taken to a landing page on the Settlement Website. Not later than thirty (30) days before the Final Fairness hearing, the Settlement Administrator shall cause proof of the 29

31 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 31 of 69 Page ID #:17166 mailing of the Notice and Mail Notice to be filed with the Court. Neither the Parties nor the Settlement Administrator shall have any further obligation to send notice of the Settlement to 23(b)(3) Settlement Class Members. b. Settlement Website. The Settlement Administrator shall continue to maintain the Settlement Website dedicated to the Settlement, which was established in connection with the 2009 Proposed Settlement. The Website Notice in the form attached hereto as Exhibit C, the Claim Form, a copy of this Agreement, the Preliminary Approval Order and the operative Complaint, in addition to other relevant case documents, will be available on the Settlement Website beginning five (5) days following the entry of the Preliminary Approval Order and remain until the Effective Date. The Settlement Website also shall provide for online submission of Claim Forms and provide for persons in the Settlement Class to update their contact information. In addition, the Settlement Website will provide the text, functionality and means by which 23(b)(3) Settlement Class Members may elect and receive the non-monetary consideration for the 23(b)(3) Settlement Class as set forth in Schedule 3.2, and information related thereto. The Parties agree that, if at any point the domain name for the Settlement Website is changed, it shall not include the names of any of the Defendants. In addition, the domain name shall not bear or include Defendants or any of their parents, affiliates or subsidiaries logos or trademarks. The Parties agree that the Settlement Website shall not link to, or appear on, the website(s) of Defendants and/or their parents, affiliates or subsidiaries. Ownership of the Settlement Website URL shall be transferred to Defendants within ten (10) days of the date on which operation of the Settlement Website ceases. Not later than thirty (30) days before the Final Fairness hearing, the Settlement Administrator shall cause proof of the 30

32 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 32 of 69 Page ID #:17167 establishment and maintenance of the Settlement Website to be filed with the Court. c. Telephone Assistance Program: The Settlement Administrator shall continue to operate the toll-free telephone number established in connection with the 2009 Proposed Settlement to answer questions from 23(b)(3) Settlement Class Members. The toll-free number will continue to provide access to live support, a voice response unit or a combination of live support and a voice response unit. Not later than thirty (30) days before the Final Fairness hearing, the Settlement Administrator will cause proof of the establishment and maintenance of the Telephone Assistance Program to be filed with the Court. In addition, 23(b)(3) Settlement Class Counsel will provide an appropriate means for 23(b)(3) Settlement Class Members to seek and obtain assistance from 23(b)(3) Settlement Class Counsel in obtaining the non-monetary consideration for the 23(b)(3) Settlement Class as set forth in Schedule Expenses of Notice and Administration a. All notice, Claims and other administration costs, excluding the costs associated with CAFA Notice as described in Section 6.4, shall be invoiced by the Settlement Administrator and paid promptly from the Settlement Fund, subject to the Court s approval. b. Within thirty (30) days after the Effective Date, the Settlement Administrator will provide to the 23(b)(3) Settlement Class Counsel and Defendants a detailed statement of the costs that will be incurred in generating and disbursing checks to Claimants. Within sixty (60) days of the Effective Date and subject to 23(b)(3) Settlement Class Counsel s approval, the Settlement Administrator shall retain this amount from the Settlement Fund to pay for such costs. 31

33 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 33 of 69 Page ID #:17168 c. The total expenses associated with notice, Claims, and administration shall not increase the amount paid by Defendants as part of the Settlement under any circumstances. All payments shall come from the Settlement Fund. 6.4 CAFA Notice Defendants will send CAFA Notice to the appropriate federal and state officials identified in 28 U.S.C. 1715(a), not later than ten (10) days after this Amended Settlement Agreement is filed with the Court. Defendants shall bear equal shares of the costs of this CAFA Notice. VII. CLAIMS AND DISTRIBUTION PLAN 7.1 Claims Administration a. Claims Procedure. 23(b)(3) Settlement Class Members who do not opt out of the Settlement Class may submit Claims before the Claim Deadline (1) by registering for a Claim on the Settlement Website; or (2) returning to the Settlement Administrator via U.S. mail a Claim Form available on the Settlement Website or through the Settlement Administrator. Those Consumers who previously submitted a Claim in connection with the 2009 Proposed Settlement shall be permitted, but are not required, to renew their Claims by maintaining their Claim for a Monetary Award or they may elect to instead receive a Non-Monetary Award. Consumers who previously submitted a valid Claim in connection with the 2009 Proposed Settlement but do not submit a Claim in connection with the Settlement shall be deemed to have submitted a Claim for an Actual Damage Award or a Convenience Award, corresponding to the type of Claim approved in connection with the 2009 Proposed Settlement, if a review by the Settlement Administrator determines that the 23(b)(3) Settlement Class Member is still alive, or if the Settlement Administrator has previously received information regarding who may represent the deceased 23(b)(3) Settlement Class Member s estate. 32

34 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 34 of 69 Page ID #:17169 b. Deceased Claimants. Claims may be filed by deceased Claimants through representatives of their estate if appropriate documentation is provided, as determined by the Settlement Administrator. Any Claims paid to a deceased Claimant shall be made payable to the estate of the deceased Claimant. c. Determining Adequacy of Claims. Claim Forms, whether submitted electronically via the Settlement Website or by U.S. Mail, that do not meet the requirements as set forth in this Amended Settlement Agreement and in the Claim Form instructions shall be rejected by the Settlement Administrator. This shall include but is not limited to any failure to provide accurate information, and any failure to sign a Claim Form submitted by U.S. Mail. The Settlement Administrator shall have the authority to determine whether the claim submitted by any 23(b)(3) Settlement Class Member is complete and timely. Any 23(b)(3) Settlement Class Member whose Claim is rejected shall be barred from receiving any payment from the Settlement Fund, but shall in all other respects be bound by the terms of this Amended Settlement Agreement and by the Final Approval Order entered in the Litigation, unless such 23(b)(3) Settlement Class Member has submitted a timely request to opt out or is deemed to have opted out of the Settlement pursuant to Subsection VIII. The Settlement Administrator shall mail, in a timely fashion, a Rejection Notice to any Claimant whose Claim Form has been rejected, setting forth the reasons therefor and instructions for curing any deficiencies and/or resolving any disputes. The Settlement Administrator shall timely provide copies of all Rejection Notices to Proposed 23(b)(3) Settlement Class Counsel and to Defendants. Claimants receiving Rejection Notices shall be notified that they have until the Claim Deadline or two weeks from the postmark date of the Rejection Notice, whichever is later, to cure any deficiencies or resolve any disputes. 33

35 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 35 of 69 Page ID #:17170 d. No Liability for Determinations Relating to Adequacy of Claims. No person shall have any claim against Defendants, Plaintiffs, the 23(b)(3) Settlement Class, Proposed 23(b)(3) Settlement Class Counsel, Defendants Counsel, or the Settlement Administrator based on any eligibility determinations made in accordance with this Amended Settlement Agreement. 7.2 Distribution Plan of Monetary Awards Each Monetary Award Claimant shall be entitled to receive a Monetary Award from the Settlement Fund, as provided herein. The Settlement Administrator shall pay all accepted Claims for Monetary Awards via check sent via U.S. mail to the last and best known address of the Monetary Award Claimant. Checks will be valid for 120 days from the date of the check. a. Convenience Awards. The Settlement Administrator shall pay each Convenience Award Claimant an equal pro rata share of the Available Convenience Award Funds (i.e., the amount of such equal, pro rata share shall be determined by dividing the total amount of Available Convenience Award Funds by the total number of Convenience Award Claimants), via check sent via U.S. mail to the last and best known address of the Convenience Award Claimant. b. Actual Damage Awards. The Settlement Administrator shall pay each Actual Damage Award Claimant as provided herein: (i) The Settlement Administrator shall review each Claim for an Actual Damage Award and will determine whether the claim information submitted by each Actual Damage Award Claimant provides sufficient information and documentation, consistent with Schedule 6.2. The Settlement Administrator shall accept all Claims for Actual Damage Awards which meet the criteria outlined in Schedule 6.2, unless the Settlement Administrator has a basis for believing that any Actual Damage Award Claim is fraudulent or otherwise invalid, in which case 34

36 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 36 of 69 Page ID #:17171 the Settlement Administrator may withhold payment of such Claims and advise the Court accordingly. (ii) The Settlement Administrator shall pay all accepted Claims for Actual Damage Awards via check sent via U.S. mail to the last and best known address of the Actual Damage Award Claimant according Schedule 6.2. (iii) The Settlement Administrator shall pay to the Actual Damage Award Claimant the highest award for which he or she is eligible. Awards hereunder shall not be cumulative. The Actual Damage Award Claimants will be paid the fixed amount indicated per category and Convenience Awards will be adjusted pro rata based on the number of Claims and funds available after payment of costs, fees, and Actual Damage Awards. (iv) If the Settlement Administrator determines that an Actual Damage Award Claimant is ineligible for an Actual Damage Award, then such Actual Damage Award Claimant s Claim shall be converted into a Claim for a Convenience Award. c. Remaining Funds, Redistribution and Cy Pres. The amounts of any checks that remain uncashed more than 120 days after the date on the check will be redistributed on a pro rata basis to Convenience Award Claimants who cashed their first check, if, after consideration of costs of administration, the redistribution is economically feasible, as reasonably determined by Class Counsel. The Settlement Administrator shall continue to make subsequent redistributions to the extent any settlement checks remain uncashed 120 days after the date on the check mailed in connection with the redistribution, until the redistribution is no longer economically feasible. It shall be presumed that if each redistribution check would be for $3 or less, then redistribution is no longer economically feasible. Any funds remaining in the Settlement Fund following such redistribution(s) shall be distributed through a residual cy pres program. 35

37 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 37 of 69 Page ID #:17172 Class Representatives have proposed the American College of Bankruptcy Foundation and the National Legal Aid and Defender Association for a fund to provide scholarships for Legal Services attorneys to attend trainings on the FCRA or bankruptcy law. Defendants have proposed the Credit Abuse Resistance Education, Credit Builders Alliance, Inc., and the consumer financial education program of the Actuarial Foundation. Any changes to the list of proposed cy pres recipients, including when the final recipients are selected and approved by the Court, shall be posted on the Settlement Website. All parties reserve the right to object to the proposed recipients. Any residual cy pres distribution shall be paid as soon as reasonably possible following the completion of distribution of Monetary Awards and Non-Monetary Awards to 23(b)(3) Settlement Class Members. 7.3 Distribution Plan of Non-Monetary Awards. The Settlement Administrator shall maintain in a separate file the Claims of all Non-Monetary Award Claimants as provided herein. Non-Monetary Awards shall be distributed to each Non-Monetary Award Claimant within thirty (30) days of the Effective Date pursuant to Schedule 3.2 hereto. VIII. REQUESTS FOR EXCLUSION/OPT-OUTS 8.1 Procedure for Submitting a Request for Exclusion/Opt-Out A proposed 23(b)(3) Settlement Class Member may request to be excluded from the 23(b)(3) Settlement Class by sending a written request for exclusion to Exclusion Requests Hernandez Settlement Administrator. The 23(b)(3) Settlement Class Member s opt-out request must contain the class member s original signature, current postal address and telephone number, and the last four digits of the class member s Social Security number, and a specific statement that the proposed 23(b)(3) Settlement Class Member wants to be excluded from the 23(b)(3) Settlement Class. Requests for exclusion must be postmarked no later than the Opt-Out Deadline. Consumers who previously submitted a valid request 36

38 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 38 of 69 Page ID #:17173 for exclusion in connection with the 2009 Proposed Settlement but do not submit a request for exclusion in connection with the Settlement or otherwise take any action in the Settlement shall nevertheless be deemed to have submitted a valid request for exclusion in connection with the Settlement. In no event shall persons who purport to exclude themselves out of the 23(b)(3) Settlement Class as a group, aggregate, or class involving more than one Claimant be considered valid opt-outs. Requests for exclusion that do not comply with any of the foregoing requirements are invalid. 8.2 List of Opt-Outs No later than fourteen (14) business days after Opt Out Deadline, the Settlement Administrator shall provide to Proposed 23(b)(3) Settlement Class Counsel and Defendants Counsel a complete list of all persons who have properly opted out of the Settlement together with copies of the exclusion requests. IX. OBJECTIONS 9.1 Procedure for Filing Objections Any 23(b)(3) Settlement Class Member who does not opt out and who wishes to object to the proposed Settlement must mail, hand-deliver, or otherwise file with the Court a written Objection to the Settlement, and simultaneously mail or hand-deliver copies of same to 23(b)(3) Settlement Class Counsel and Defendants Counsel at the addresses set forth in the Court-approved class notices. Counsel may file Objections on behalf of 23(b)(3) Settlement Class Members. Each Objection must (i) set forth the 23(b)(3) Settlement Class Member s full name, current address, address and telephone number, as well as the name, address, address and telephone number of all attorneys representing the objector; (ii) contain the 23(b)(3) Settlement Class Member s original signature or the signature of counsel for the 23(b)(3) Settlement Class Member; (iii) state that the 23(b)(3) Settlement Class Member objects to the Settlement, in whole or in 37

39 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 39 of 69 Page ID #:17174 part; (iv) set forth a statement of the legal and factual basis for the Objection; (v) include a list of all cases, by name and case number, in which the objector and/or his/her counsel has filed or in any way participated in financially or otherwise objections to a class action settlement in the previous five (5) years; and (vi) provide copies of any documents that the 23(b)(3) Settlement Class Member wishes to submit in support of his/her position. The Parties shall request that all Objections must be mailed or handdelivered to the Court and mailed or hand-delivered to 23(b)(3) Settlement Class Counsel and Defendants Counsel so that the Objection and supporting materials are received by the Court and the Parties by the Objection Deadline. An objector is not required to attend the Final Approval Hearing. Any 23(b)(3) Settlement Class Member who does not submit a timely Objection in complete accordance with this Agreement and otherwise as ordered by the Court shall not be treated as having filed a valid Objection to the Settlement and shall lack standing and forever be barred from raising any objection to the Settlement and from seeking any adjudication or review of the Settlement by appeal or otherwise. X. FINAL FAIRNESS HEARING AND FINAL APPROVAL 10.1 Final Fairness Hearing Any 23(b)(3) Settlement Class Member who wishes to appear at the Final Fairness Hearing, whether pro se or through counsel, must, within the time set by the Court, (i) mail or hand-deliver to the Court a notice of appearance in the Litigation, (ii) provide copies of any exhibits or other documents that the 23(b)(3) Settlement Class Member intends to present or use as evidence at the Final Fairness Hearing, (iii) provide a list of all witnesses that the 23(b)(3) Settlement Class Member intends to call to give evidence at the Final Fairness Hearing, (iv) take all other actions or make any additional submissions as may be ordered by the 38

40 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 40 of 69 Page ID #:17175 Court, and (v) mail or hand-deliver any documents set forth in (i) through (iv), above, to 23(b)(3) Settlement Class Counsel and Defendants Counsel as provided in the Court-approved class notices by the Objection Deadline. Unless so permitted by the Federal Rules of Civil Procedure or the Court s local rules, no 23(b)(3) Settlement Class Member shall be permitted to raise matters at the Final Approval Hearing that the 23(b)(3) Settlement Class Member could have raised in an Objection, but failed to do so. Any 23(b)(3) Settlement Class Member who fails to comply with this Agreement, the Court-approved class notices, and any other order of the Court shall be barred from appearing at the Final Approval Hearing Final Approval All of the relief contemplated by this Amended Settlement Agreement is expressly contingent upon the Amended Settlement Agreement receiving the Court s Final Approval and the occurrence of the Effective Date. The Parties agree that the Final Approval Order constitutes a dismissal of this Litigation with prejudice. XI. ATTORNEYS FEES 11.1 Application for Monetary Relief Fees and Costs Proposed 23(b)(3) Settlement Class Counsel shall file an application or applications to the Court for payment of Monetary Relief Fees (and reimbursement of costs and litigation expenses) from the Settlement Fund (and only from the Settlement Fund). The application or applications shall be noticed to be heard at the Final Fairness Hearing. The application or applications for Monetary Relief Fees, and any and all matters related thereto, shall be considered by the Court separately from the Court s consideration of the fairness, reasonableness and adequacy of the Settlement. Plaintiffs and Proposed 23(b)(3) Settlement Class Counsel agree that this Amended Settlement Agreement is not conditional on the 39

41 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 41 of 69 Page ID #:17176 Court s approval of Monetary Relief Fees or Injunctive Relief Fees in the requested amount or in any amount whatsoever. The Court s ruling on the application or applications for such fees shall not operate to terminate or cancel the Settlement. Except as provided under the Injunctive Relief Fee Agreement, Defendants shall have no responsibility for, or any liability with respect to, the payment of attorneys fees and expenses to 23(b)(3) Settlement Class Counsel, and the sole source of any award of Monetary Relief Fees shall be the Settlement Fund. That amount includes not only the payment of all attorneys fees, costs, and expenses to 23(b)(3) Settlement Class Counsel, but also payment for all attorneys and other persons working under the direction of 23(b)(3) Settlement Class Counsel in the Litigation Reaffirmation of Injunctive Relief Fees Agreement. The Parties hereby reaffirm the terms of the Injunctive Relief Fees Agreement and agree that all of the Parties respective rights and obligations under the Injunctive Relief Fees Agreement shall be contingent upon the Court s entry and ultimate finality of the Final Approval Order with regard to this Agreement. Defendants shall have no obligation to pay any sums contemplated under the Injunctive Relief Fees Agreement unless and until the Effective Date of this Amended Settlement Agreement occurs Attorneys Fees and Costs Not a Condition of the Settlement The application or applications for Monetary Relief Fees, and any and all matters related thereto, shall not be considered part of the Amended Settlement Agreement, and shall be considered by the Court separately from the Court s consideration of the fairness, reasonableness and adequacy of the Settlement. Plaintiffs and Proposed 23(b)(3) Settlement Class Counsel agree that this Amended Settlement Agreement is not conditional on the Court s approval of Monetary Relief Fees or Injunctive Relief Fees in the requested amount or in any amount 40

42 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 42 of 69 Page ID #:17177 whatsoever. The Court s ruling on the application or applications for such fees shall not operate to terminate or cancel the Settlement. XII. SERVICE AWARDS 12.1 Application for a Service Award Plaintiffs shall make an application to the Court for the Court s approval of a Service Award as compensation for time, effort, and resources each Plaintiff has put into representing the 23(b)(3) Settlement Class, regardless of whether each of them supports the Settlement. Said application shall be submitted with the motion for final approval of the Settlement. These Service Awards shall constitute the sole consideration for such individuals being the Plaintiffs, but will be in addition to their rights to obtain benefits of the Settlement as any other 23(b)(3) Settlement Class Member Any 23(b)(3) Settlement Class Member who believes he or she made a substantial contribution to the resolution of the Litigation or otherwise to benefit the 23(b)(3) Settlement Class may apply, through counsel or otherwise, to the Court for a Service Award no later than fourteen (14) days before the Objection Deadline. The Settlement Administrator shall promptly post all such applications on the Settlement Website. The Court shall determine whether the applicant is entitled to a Service Award and, if so, the amount thereof Service Awards, if any, shall be paid from the Settlement Fund and paid at the same time as Monetary Relief Fees Service Awards Not a Condition of the Settlement Neither Court approval nor the amount of any Service Award is a condition of the Settlement. Moreover, the right of any 23(b)(3) Settlement Class Member to petition or apply for a Service Award is not conditioned in any way upon his or her support for the Settlement. 41

43 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 43 of 69 Page ID #:17178 XIII. TERMINATION AND SUSPENSION 13.1 Rights to Terminate Agreement Defendants willingness to settle this Litigation on a class-action basis and to agree to the certification of a conditional 23(b)(3) Settlement Class is dependent upon achieving finality in this Litigation, the desire to avoid the expense of this and other litigation, and the ability and willingness of each Defendant s insurers to fund the Settlement Fund. Consequently, each Defendant shall have the unilateral and unfettered right to individually terminate this Amended Settlement Agreement, declare it null and void, and have no further obligations under this Amended Settlement Agreement to the Plaintiffs, 23(b)(3) Settlement Class Members, or Proposed 23(b)(3) Settlement Class Counsel if any of the following conditions subsequently occurs: a. The Court fails to grant Preliminary Approval; b. More than 3,000 individuals request exclusion from the Settlement in compliance with Section VIII; c. The Court fails to enter a Final Approval Order as contemplated by this Agreement; d. The Court does not enter an order approving Injunctive Relief Fees in an amount equal to or less than the amount set forth in the Injunctive Relief Fee Agreement; and e. The Effective Date does not occur for any reason, including the entry of an order by any court that would require either material modification or termination of the Settlement Agreement Among Defendants is Not Required In determining whether to exercise its right to terminate this Amended Settlement Agreement pursuant to the circumstances described in Subsection 13.1, each Defendant may act independently and agreement among Defendants to 42

44 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 44 of 69 Page ID #:17179 terminate is not required. The Amended Settlement Agreement shall remain in full force and effect as to any settling Defendant who does not want to terminate pursuant to this Section, and the termination of the Amended Settlement Agreement by one or more other Defendants shall not increase any non-settling Defendant s obligations under any provision in this Amended Settlement Agreement Plaintiffs Right to Terminate This Amended Settlement Agreement Plaintiffs shall have the unilateral and unfettered right to terminate this Amended Settlement Agreement, declare it null and void, and have no further obligations under this Amended Settlement Agreement to any of the Defendants in the event that any two of the three Defendants exercise their right to terminate this Amended Settlement Agreement pursuant to Section 13.1 hereof, and Plaintiffs exercise their termination right within thirty (30) days of the second Defendant s exercise of its termination right Plaintiffs Right to Seek Modification of This Amended Settlement Agreement Plaintiffs shall have the unilateral and unfettered right to seek from the Court a modification of this Amended Settlement Agreement in the event that one of the three Defendants exercises its right to terminate this Amended Settlement Agreement pursuant to Section 13.1 hereof. Plaintiffs right to seek such modification extends to, but is not limited to, the amount and manner of payments of Convenience Awards or Actual Damage Awards, the manner and method of notice to the Class, and the general administration of the Settlement, but shall expressly exclude any modification to the scope of the releases provided herein or any modification to the amounts paid by Defendants as provided herein. 43

45 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 45 of 69 Page ID #: Failure to Approve Monetary Relief Fees or the Injunctive Relief Fees The failure of any Court to approve the Monetary Relief Fees or the Injunctive Relief Fees in the requested amounts or any amounts whatsoever, shall not be grounds for Plaintiffs or Proposed 23(b)(3) Settlement Class Counsel to terminate this Amended Settlement Agreement Effect of Termination on This or Future Litigation If this Amended Settlement Agreement is terminated and only as to those Parties to the extent the Amended Settlement Agreement has been terminated as to them: a. the class-certification portions of the Amended Settlement Agreement shall have no further force and effect and shall not be offered in evidence or used in the Litigation or any other proceeding; b. the Amended Settlement Agreement and all negotiations, proceedings, and documents prepared, and statements made in connection with either of them, shall be without prejudice to any Party and shall not be deemed or construed to be an admission or confession by any Party of any fact, matter, or proposition of law; and c. the Parties shall stand in the same procedural position as if the Amended Settlement Agreement had not been negotiated, made, or filed with the Court Effect of Termination on Monies Paid by Defendants Pursuant to the Amended Settlement Agreement In the event this Settlement Agreement is terminated as to certain Defendants, the Settlement Fund, including interest earned, less Taxes, Tax Expenses, and notice, Claims, and other administration costs (including fees, costs, and other expenses of the Court Registry) that have not been properly disbursed pursuant to this Amended Settlement Agreement, shall be returned to such 44

46 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 46 of 69 Page ID #:17181 Defendant(s) and such Defendant s insurers in equal proportions to their contributions into the Settlement Fund. XIV. PUBLIC STATEMENTS 14.1 Press Releases and Other Forms of Public Statements Concerning the Settlement The Parties will negotiate and agree upon the language that may be used in press releases and other forms of public statements concerning the Settlement that would be issued prior to entry by the Court of the Final Approval Order. The Parties and/or their counsel shall make no statements to any third party regarding the Settlement prior to entry by the Court of the Final Approval Order, without the reasonable consent of the other Parties or his, her or its counsel, unless such statements are reasonably necessary in effecting the terms of this Amended Settlement Agreement or are required by law. Notwithstanding the foregoing, 23(b)(3) Settlement Class Counsel may place factual notices on their websites and social media platforms informing viewers of the case status, with links to the Settlement Website. In addition, if any Party or attorney is contacted by a member of the press or other person seeking a public comment on the Settlement, the Party or attorney may provide the inquiring party with the details of the Settlement as published pursuant to the preliminary approval order, without additional editorial statements, expression of personal opinion, or estimates of Settlement valuation. Nothing in this Section shall be interpreted to limit representations that the Parties or their attorneys may make to the Court to assist it in its evaluation of the proposed Settlement; nor shall it prohibit 23(b)(3) Settlement Class Counsel from communicating directly with a 23(b)(3) Settlement Class Member or Class Members. If a Party is required by a valid, enforceable subpoena or government information request to disclose the Settlement or information about the Settlement, such Party shall provide reasonable prior written notice (to the extent permitted by 45

47 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 47 of 69 Page ID #:17182 applicable law) to the other Parties to allow the other Parties to seek to prevent such disclosure. Defendants may also provide necessary and accurate information about the Settlement to their officers, directors, stockholders and other persons or entities as required by securities laws or other applicable laws or regulations. No Party or their counsel shall disparage any other Party or their counsel Extra-Judicial Statements Proposed 23(b)(3) Settlement Class Counsel and all Defendants Counsel agree that all extra-judicial statements in regard to the Settlement will comport with Rule of the California Rules of Professional Conduct. Proposed 23(b)(3) Settlement Class Counsel may communicate with Claimants, 23(b)(3) Settlement Class Members, clients, or potential clients. XV. MISCELLANEOUS PROVISIONS 15.1 Admissibility of Amended Settlement Agreement This Settlement Agreement shall not be offered or be admissible in evidence in any action or proceeding except (1) the hearings necessary to obtain and implement Court approval of this Settlement; or (2) any hearing to enforce the terms of this Amended Settlement Agreement or any related order by the Court Successors and Assigns The terms of this Amended Settlement Agreement shall apply to and bind the Parties as well as their heirs, successors and assigns Communications Relating to the Amended Settlement Agreement All notices or other formal communications under this Amended Settlement Agreement shall be in writing and sent by mail to counsel for the Party to whom the notice is directed at the following addresses: 46

48 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 48 of 69 Page ID #:17183 Equifax: Cindy D. Hanson, Esq. TROUTMAN SANDERS LLP 600 Peachtree Street, NE Atlanta, GA Experian: Daniel J. McLoon, Esq. JONES DAY 555 South Flower Street Fiftieth Floor Los Angeles, CA TransUnion: Julia B. Strickland, Esq. Stephen J. Newman, Esq. STROOCK & STROOCK & LAVAN LLP 2029 Century Park East, Suite 1800 Los Angeles, CA Plaintiffs: Michael W. Sobol, Esq. LIEFF CABRASER HEIMANN & BERNSTEIN, LLP 275 Battery Street, 30th Fl. San Francisco, California Michael Caddell, Esq. CADDELL & CHAPMAN 628 East 9 th Street Houston, TX Lee A. Sherman, Esq. CALLAHAN THOMPSON SHERMAN & CAUDILL LLP 2601 Main Street #800, Irvine, CA Any Party may, by written notice to all the other Parties, change its designated recipient(s) or notice address provided above Defendants Communications with Consumers in the Ordinary Course of Business Defendants reserve the right to continue communicating with their customers and Consumers, including 23(b)(3) Settlement Class Members, in the ordinary course of business. To the extent Consumers initiate communications regarding this Amended Settlement Agreement, Defendants may confirm the fact 47

49 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 49 of 69 Page ID #:17184 of a settlement and refer inquiries to the Settlement Administrator. Nothing herein is intended to prohibit Defendants from communicating with Consumers, or 23(b)(3) Settlement Class Members from communicating with Defendants, regarding requests for a consumer disclosure, fraud, or other alerts or blocks, or disputes relating to tradelines and the reporting of Chapter 7 bankruptcies Efforts to Support Settlement The Parties (who support the settlement) and their counsel agree to cooperate fully in seeking Court approval for this Amended Settlement Agreement and to use their best efforts to effect the consummation of the Settlement and to protect the Amended Settlement Agreement by applying for appropriate orders enjoining others from initiating or prosecuting any action arising out of or related to facts or claims alleged in the Litigation, if so required Procedures for Disputes Between Parties Relating to the Amended Settlement Agreement To the extent any disputes or issues arise with respect to documenting or effecting the Amended Settlement Agreement, the Parties agree to use their best efforts to informally resolve any such disputes or issues; but in the event any such dispute or issue cannot be resolved informally, to bring any such dispute or issue to the Court for resolution Entire and Voluntary Agreement The Parties intend the Amended Settlement Agreement to be a final and complete resolution of all disputes between them, except for any disputes relating to the Injunctive Relief Fee Agreement and the distribution of funds thereunder and except as further specifically provided for herein. The Parties agree that the terms of the Amended Settlement Agreement were negotiated at arm s length and in good faith and were reached voluntarily after consultation with competent legal counsel. This Amended Settlement Agreement contains the entire agreement and 48

50 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 50 of 69 Page ID #:17185 understanding concerning the subject matter between the Parties, excluding those subjects that relate to the Injunctive Relief Fee Agreement, and supersedes all prior negotiations and proposals, whether written or oral, including but not limited to the 2009 Proposed Settlement Agreement, the November 7, 2016 term sheet signed at the mediation before the Hon. Dickran Tevrizian (Ret.), and the Settlement Agreement and Release signed by the Parties and filed with the Court on April 14, 2017 (Docket No ) and refiled again on May 25, 2017 (Docket No ). No other Party or any agent or attorney of any other Party has made any promise, representation or warranty whatsoever not contained in this Amended Settlement Agreement and the other documents referred to in this Amended Settlement Agreement to induce them to execute the same. The Parties represent that they have not executed this instrument or the other documents in reliance on any promise, representation or warranty not contained in this Amended Settlement Agreement and the other documents referred to in this Amended Settlement Agreement Headings for Convenience Only The headings in this Amended Settlement Agreement are for the convenience of the reader only and shall not affect the meaning or interpretation of this Amended Settlement Agreement Amended Settlement Agreement Controls All of the exhibits attached hereto are hereby incorporated by reference as though fully set forth. To the extent that there is any conflict between the terms of this Amended Settlement Agreement and the exhibits attached hereto, this Amended Settlement Agreement shall control. 49

51 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 51 of 69 Page ID #: Amendments The Amended Settlement Agreement may be amended or modified only by a written instrument signed by Defendants and 23(b)(3) Settlement Class Counsel, or their respective successors-in-interest Authorization of Counsel a. Proposed 23(b)(3) Settlement Class Counsel, on behalf of the 23(b)(3) Settlement Class, are expressly authorized by Plaintiffs to take all appropriate action required or permitted to be taken by the 23(b)(3) Settlement Class pursuant to the Amended Settlement Agreement to effectuate its terms, and also are expressly authorized to enter into any modifications or amendments to the Amended Settlement Agreement on behalf of the 23(b)(3) Settlement Class which they deem necessary or appropriate. b. Each attorney executing the Amended Settlement Agreement on behalf of any Party hereto hereby warrants that such attorney has the full authority to do so Confidentiality The Settlement Administrator (and any person retained by the Settlement Administrator) shall sign the Confidentiality Agreement, and all information provided to the Settlement Administrator, including the Original Class List and the Updated Class List, shall be subject to the Confidentiality Agreement. All agreements made and Orders entered during the course of the Litigation relating to the confidentiality of information shall survive this Amended Settlement Agreement Court s Jurisdiction The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of the Amended Settlement Agreement. 50

52 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 52 of 69 Page ID #: Construction Each of the Parties has cooperated in the drafting and preparation of this Amended Settlement Agreement. Hence, in any construction to be made of this Amended Settlement Agreement, the same shall not be construed against any of the Parties. Before declaring any provision of this Amended Settlement Agreement invalid, a court should first attempt to construe the provision valid to the fullest extent possible consistent with applicable precedent so as to find all provisions of this Amended Settlement Agreement valid and enforceable No Claims Arising from this Amended Settlement Agreement No person shall have any claim against any Defendant, Defendant s Counsel, or 23(b)(3) Settlement Class Counsel based on distribution of benefits made substantially in accordance with this Amended Settlement Agreement or any Amended Settlement Agreement related order(s) of the Court Applicable Law This Amended Settlement Agreement shall, in all respects, be interpreted, construed and governed by and under the laws of the United States of America. To the extent state law applies for any reason, the laws of the State of California shall be applied. All judicial proceedings regarding this Amended Settlement Agreement shall be brought only in the Court. Any notice period set forth in this Amended Settlement Agreement shall be calculated pursuant to the Federal Rules of Civil Procedure and the Central District of California s Civil Local Rules Counterparts This Amended Settlement Agreement may be executed in one or more counterparts and by facsimile. All executed counterparts and each of them shall be deemed to be one and the same instrument. Counsel for the Parties shall exchange among themselves signed counterparts and a complete set of executed counterparts shall be filed with the Court. 51

53 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 53 of 69 Page ID #:17188

54 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 54 of 69 Page ID #:17189 Dated: LIEFF CABRASER HEIMANN & BERNSTEIN LLP By: Michael Sobol Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: CADDELL & CHAPMAN By: Michael Caddell Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: FRANCIS & MAILMAN, P.C. By: James A. Francis Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: PUBLIC JUSTICE, P.C. By: F. Paul Bland Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class 52

55 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 55 of 69 Page ID #:17190 Dated: LIEFF CABRASER HEIMANN & BERNSTEIN LLP By: Michael Sobol Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: CADDELL & CHAPMAN By: Michael Caddell Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: FRANCIS & MAILMAN, P.C. By: James A. Francis Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: PUBLIC JUSTICE, P.C. By: F. Paul Bland Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class 52

56 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 56 of 69 Page ID #:17191 Dated: LIEFF CABRASER HEIMANN & BERNSTEIN LLP By: Michael Sobol Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: CADDELL & CHAPMAN By: Michael Caddell Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: FRANCIS & MAILMAN, P.C. By: James A. Francis Dated: June 8, 2017 Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class PUBLIC JUSTICE, P.C. By: F.Paul Bland Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class 52

57 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 57 of 69 Page ID #:17192

58 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 58 of 69 Page ID #:17193 Dated: PUBLIC JUSTICE, P.C. By: Arthur H. Bryant Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: CALLAHAN THOMPSON SHERMAN & CAUDILL LLP By: Lee A. Sherman Attorneys for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: NATIONAL CONSUMER LAW CENTER By: Stuart T. Rossman Charles M. Delbaum Attorneys for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: CONSUMER LITIGATION ASSOCIATES, P.C. By: Leonard A. Bennett Attorneys for Plaintiffs and Proposed 23(b)(3) Settlement Class 53

59 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 59 of 69 Page ID #:17194

60 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 60 of 69 Page ID #:17195

61 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 61 of 69 Page ID #:17196

62 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 62 of 69 Page ID #:17197

63 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 63 of 69 Page ID #:17198

64 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 64 of 69 Page ID #:17199

65 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 65 of 69 Page ID #:17200

66 DocuSign Envelope ID: 8C CC-983E-B73B C Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 66 of 69 Page ID #:17201 Dated: PLAINTIFF JOSE HERNANDEZ By: Jose Hernandez Dated: PLAINTIFF ROBERT RANDALL By: Robert Randall Dated: PLAINTIFF BERTRAM ROBISON By: Bertram Robison Dated: PLAINTIFF KATHRYN PIKE By: Kathryn Pike Dated: PLAINTIFF CAMILLE CHAPMAN By: Camille Chapman Dated: PLAINTIFF LEWIS MANN By: Lewis Mann 54

67 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 67 of 69 Page ID #:17202

68 Case 8:05-cv DOC-MLG Document Filed 06/14/17 Page 68 of 69 Page ID #:17203 Dated: STROOCK & STROOCK & LAVAN LLP Julia B. Strickland, Esq. Stephen J. Newman, Esq Century Park East, Suite 1800 Los Angeles CA By: Stephen J. Newman, Esq. Counsel for TransUnion Dated: TRANSLTNION LLC John W. Blenke Dated: TROUTMAN SANDERS LLP Cindy Hanson, Esq. 600 Peachtree St., NE Atlanta GA By: Cindy Hanson Counsel for Equifax Dated: EQUIFAX INFORMATION SERVICES LLC By: Joh J. K ley III 55