SETTLEMENT AGREEMENT AND RELEASE

Transcription

1 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is dated for reference January 13, 2012, by and between Cash Money Cheque Cashing Inc. ("Cash Money") and Joseph P. Genova ("Genova"), and Kostas Efthimiou (the "Plaintiff), in Efthimiou v. Cash Money Cheque Cashing Inc. and others. Court of Queen's Bench of Alberta, Judicial Centre of Calgary, Registry No (the "Action"). WHEREAS the Plaintiff alleges, among other things, that Cash Money and Genova (collectively, the "Defendants") entered into illegal agreements and received interest in contiavention of s. 347 of the Criminal Code; WHEREAS the Defendants deny each and every one of the allegations made in the Action, and further, deny any wrongdoing of any kind; WHEREAS, the Defendants and the Plaintiff in the Action (collectively, the "Parties") have vigorously litigated their respective positions in connection with the Action; WHEREAS, as a result of the litigation, the Parties are thoroughly familiar with the factual and legal issues presented by their respective claims and defences and recognize the uncertainties as to the ultimate outcome in the Action, and the likelihood that any final result could require years of further complex litigation and substantial expense; WHEREAS, the Plaintiff beueves that the claims he has asserted have merit; however, the Plaintiff also recognizes that (a) it would be necessary to continue prosecuting the Action through a contested certification hearing and appeal therefrom, a trial of the common issues and, even if successful there, through the series of possible appeals, all of which will delay substantially the Class Members' receipt of benefits from the Action, and (b) there are significant risks in this litigation, whose outcome is uncertain; therefore, balancing the costs, risks, and delay of continued litigation against the benefits of the settiement, the Plaintiff, with the advice

2 of Class Counsel, has concluded that settiement as provided in this Agreement will be in the best interests of the Class Members; WHEREAS, this Agreement was entered into after extensive arm's length discussions and negotiations between Class Counsel and counsel for the Defendants; against the Defendants; WHEREAS, the Parties desire to compromise and settle all issues and claims WHEREAS, counsel for the Defendants and Class Counsel agree that the settiement contemplated by this Agreement (the "Settlemenf) is a fair, reasonable, and adequate resolution of the claims advanced in the Action; WHEREAS, the Parties desire and intend to seek court approval of the Settiement of the Action as set forth in this Agreement; NOW, THEREFORE, it is agreed that in consideration of the promises and mutual covenants set forth in this Agreement, and the entry by the Court of a final order approving the terms and conditions of the Settiement as set forth in this Agreement, the Action shall be settled and compromised under the terms and conditions contained herein. Definitions 1 Whenever the following capitalized terms are used in this Agreement and in the Schedules annexed (in addition to any definitions elsewhere in this Agreement), they shall have the following meanings: (a) "Arbitrator" means a member of the Law Society of Alberta, that is independent of and agreed to by the parties or such other person as appointed by the Court; (b) "Claims Period" means the period beginning on the Notice Date and continuing for 90 days thereafter;

3 (c) "Claims Process Reviewer" means Epiq Systems Inc, or another independent class action administration company selected mutually by the parties or appointed by the Court; (d) "Class Counsel" means Hordo Bennett Mounteer LLP and Cuming & Gillespie; (e) "Class Loans" means "Payday Loans" borrowed from Cash Money between March 18, 2008 and March 1, 2010, where the loan and Cash Money's Service Cost Fee were both repaid either on the due date of the loan or within 141 days of the loan advance, but excludes loans that have been the subject of a claim pursuant to the Ontario Settlement; (f) "Class Notice" means the notice to the Settiement Class of this Settlement, in the manner described in paragraph 8 of this Agreement and in the form attached as Schedule B, or in such other form as may be approved by the Court; (g) "Court" means the Court of Queen's Bench of Alberta; (h) "Effective Date of Settlement" means the next calendar day after the day on which all appellate rights with respect to the Approval Order in the Action, described in paragraph 3 below, have expired or have been exhausted; (i) "Notice Date" means the date on which the Settiement Administrator advises Settlement Class Counsel that Class Notice has been disseminated in accordance with paragraph 8 of this Agreement; (j) "Ontario Settlemenf means the settiement reached in Mortillaro v. Cash Money Cheque Cashing Inc., Ontario Superior Court of Justice, Court File No. 03-CV CP; (k) "Opt Out Period" means the period beginning on the Notice Date and continuing for 90 days thereafter;

4 (1) "Outstanding Principal" means the amount of Loan Principal which has not been repaid as at the end of the Claims Period, net of any Service Cost Fees or other fees paid by the Settlement Class Member in connection with the receipt, extension or late payment of said loan; (m) "Period A Claims" means the claim for Service Cost Fees paid for loans borrowed between March 18, 2008 and June 15, 2009; (n) "Period B Claims" means the claim for Service Cost Fees paid for loans borrowed between June 16, 2009 and February 28, (o) "Service Cost Fee" means the total fees, charges and interest charged by Cash Money at the time the payday loan is provided including, but not limited to, the standard term "Service Cost" or "Service Charge", but not including the Unchallenged Interest. (p) "Settlement Administrator" means a person or group of persons employed by Cash Money designated by the Defendants to disseminate the Class Notice, review, evaluate, process and pay claims made by Settlement Class Claimants pursuant to this Settlement and to fulfill all other duties ascribed to the Settlement Administrator pursuant to this Agreement; (q) "Settlement Class" or "Settlement Class Members" means all residents of Alberta who have borrowed one or more Class Loans, but excludes persons who have opted out in accordance with paragraph 16 of this Agreement; (r) "Settlement Class Claimants" means Settiement Class Members who have made a claim in the Settiement; (s) "Settlement Class Counsel" means Hordo Bennett Mounteer LLP; (t) "Settlement Fund" means a fund of CDN $2,512,637.90, in equal parts cash and cash redeemable credits, established by the Defendants;

5 (u) "Settlement Fund A" means an amount equal to 35% of the Settiement Fund, after payment of the Approved Legal Expenses and the Telephone Notice Expenses; (v) "Settlement Fund B" means an amount equal to 65% of the Settiement Fund, after payment of the Approved Legal Expenses and the Telephone Notice Expenses; (w) "Settlement Website" means a webpage to be established and maintained by Settlement Class Counsel with information regarding the Settiement and claims process; and (x) "Unchallenged Interest" means, for loans obtained before March 1, 2010, an amount equal to interest on the Loan Principal amount of the payday loan calculated at 59% per annum, according to generally accepted actuarial principles, where: (i) the principal amount of the payday loan is the actual money received by the borrower in cash at the time of the loan advance (the "Loan Principal"); and (ii) the term of the loan is the number of days after the date the loan was advanced and the earlier of (a) the date the loan was due pursuant to the loan agreement; or (b) the date the loan was repaid by the borrower; and for loans obtained on or after March 1, 2010, an amount equal to 23% of the Loan Principal. Approval Process 2. This Agreement is for settlement purposes only, and conditional upon entry of the Approval Order approving the Settiement in the Action, and neither the fact of, nor any provision contained in this Agreement, nor any action taken hereunder, shall constitute, or be construed as, any admission of the validity of any claim or any factual allegation that was or could have been

6 made by the Plaintiff, Settlement Class Members, or by the Defendants, in the Action, or of any wrongdoing, fault, violation of law, or liability of any kind on the part of the Defendants. This Agreement shall not be offered or be admissible in evidence by or against the Defendants or cited or referred to in any other action or proceeding, except (1) in any action or proceeding brought by or against the Parties to enforce or otherwise implement the terms of this Agreement, or (2) in any action involving the Plaintiff, Settlement Class Members, or any of them, to support a defence of res judicata, collateral estoppel, release, or other theory of claim preclusion, issue preclusion, or similar defence. 3. Following execution of this Agreement, the Plaintiff will seek an order in the Action, substantially in the form attached as Schedule A to this Agreement (the "Approval Order") that, for settlement purposes only: (a) certifies a Settiement Class in the Action, which is conditional upon the final approval of the Settlement in the Action; (b) approves the Settiement in the Action; (c) approves the Class Notice, substantially in the form attached as Schedule B to this Agreement; and (d) appoints the Settlement Administrator, Claims Process Reviewer, and the Arbitrator. (collectively, the "Approval Motion") 4. The Defendants will consent to the Approval Motion for the sole purpose of giving effect to the terms of the Settlement. 5. If the Approval Order is not granted or if it is reversed or modified on appeal, this Agreement and all orders made pursuant to it shall: (a) be null and void, shall have no further force and effect with respect to the Parties, and shall not be offered in evidence or used in any litigation for any purpose; and

7 (b) all orders in existence as of the date on which this Settlement was executed shall become operative and fully effective, as if proceedings relating to this Settiement had not occurred. In such event, the Parties reserve all rights to object to or otherwise challenge all such pre-existing orders. Conditional Certification of Settlement Class 6. For the purposes of settlement only, and upon the express terms and conditions set out in this Agreement, the Plaintiff will seek certification of the Settiement Class in the Action. 7. Nothing in this Agreement will be construed as an admission by the Defendants that the Action is amenable to class certification for trial purposes or any purposes other than the implementation of the terms of this Agreement. Furthermore, nothing in this Agreement will prevent the Defendants from opposing class certification if the Approval Order is not obtained, or is overturned, in whole or in part, on appeal. Notice 8. Subject to approval by the Court, the Settlement Administrator will cause the Class Notice to be disseminated within 14 days of the Effective Date of Settlement, as follows: (a) The Class Notice will be sent by regular mail to the last known address of each Settlement Class Member who obtained Class Loans at an Alberta Cash Money location, where the Settiement Class Member's address information is less than three years old as of the Effective Date of Settiement; (b) The Class Notice will be pubushed in the weekend edition of each of the Edmonton Sun, Calgary Sun and Red Deer Advocate newspapers, in a size not less than 1/6 of a page, and will be published again in the weekend edition of those papers 4 weeks after the first publication of the Class Notice; (c) The Class Notice will be posted in a prominent location in a size not less than 8V2" X 11" in all Alberta Cash Money store locations and shall remain posted until the end of the Claims Period;

8 (d) The Class Notice will be posted on the Settlement Website; and (d) Cash Money shall cause a hyperlink to be created on the website which hyperlink shall direct Settlement Class Members to the Settiement Website. 9. Within 3 days of completing dissemination of Class Notice in accordance with paragraph 8 of this Agreement, the Settlement Administrator will provide written confirmation to Settlement Class Counsel. 10. Within 14 days from the Effective Date of Settiement, the Defendants will provide the Claims Process Reviewer with a list of every Settiement Class Member that obtained 7 or more Class Loans ("Frequent Customer Settlement Class Member"). That hst shall include the telephone contact numbers for each of the Frequent Customer Settiement Class Members. 11. Using the Ust provided under paragraph 10 above, the Claims Process Reviewer shall, during the Claims Period, make a reasonable effort, as determined by Settlement Class Counsel, to dfrectiy contact by telephone each Frequent Customer Settlement Class Member in order to provide them with notice of this Settlement. Estabhshment of Settlement Fund 12. In consideration of the dismissal of the Action with prejudice and the mutual releases pursuant to the terms of this Agreement, the Defendants will establish the Settlement Fund using equal portions of cash (the "Cash Fund") and cash redeemable credits (the "Credits Fund"). 13. The Defendants will deposit the Cash Fund in an interest-bearing trust account held by their legal counsel in six equal monthly installments, commencing 30 days from entry of the Approval Order. The interest eamed on the Cash Fund will be added to the Cash Fund.

9 Opting Out 14. Persons who would otherwise be Settlement Class Claimants but who do not wish to participate in the Settiement or be bound by the terms of this Agreement may opt out of the Settlement Class. 15. In order to opt out of the Settlement Class, Settlement Class Members must submit a written request to Settlement Class Counsel containing his or her name, address, and telephone, substantially in the form attached as Schedule C before the end of the Opt Out Period. 16. Settlement Class Counsel will forward a copy of all opt-out forms received to the Settlement Administrator at the end of the Opt Out Period. Administration of Settlement 17. The Defendants will pay the costs associated with the administiation of the Settlement, with the exception of the cost of telephone notice under paragraph 11 above (the "Telephone Notice Expenses"). The Telephone Notice Expenses, as approved by Settiement Class Counsel, shall be paid out of the Cash Fund 30 days after the end of the Claims Period. 18. The Settiement Administrator will administer the Settlement: (a) in a manner which implements and conforms to the Agreement and the directions of the Court; (b) in accordance with the provisions of the Agreement under the oversight of the Court and Settiement Class Counsel; and (c) in a rational, responsible, cost effective and timely manner. 19. Personal information obtained or created in the administration of the Settiement is confidential and, except as required by law, will only be used and disclosed for the purposes by the Agreement and as necessary for administration of the Settlement.

10 20. The Settlement Administrator will maintain reasonably detailed records of its activities under the Agreement until 4 years after the end of the Settlement Date. Such records will be made available electronically or as otherwise requested for inspection by Settiement Class Counsel upon application to the Court. 21. Any one or more of the Parties, Settlement Class Counsel, or the Arbitrator may move for directions from the Court in respect of any matter in relation to the Agreement. 22. The Court has the express jurisdiction and power to appoint a third party settlement administrator in place of the Settiement Administrator selected by the Defendants, if it determines that the Settlement Administrator selected by the Defendants is unable to perform its obhgations in administering the Settlement created by the Agreement. Approved Legal Expenses 23. The Parties acknowledge that: (a) Class Counsel may seek approval of legal fees in an amount not to exceed 30% of the Settlement Fund, disbursements and taxes thereon (collectively, the "Approved Legal Expenses") and (b) as part of that application. Class counsel will seek approval of the payment of compensation to the representative Plaintiff, in an amount up to $10,000, such amount to be paid as a disbursement as part of the Approved Legal Expenses. 24. The Defendants will take no position in Class Counsel's application for approval of the amount of the Approved Legal Expenses or the payment of compensation to the representative Plaintiff 25. The Settiement is not conditional on approval of Class Counsel's request for Approved Legal Expenses or the payment of compensation to the representative Plaintiff 26. Subject to approval by the Court, the Approved Legal Expenses will be paid from the Settlement Fund as follows: 10

11 (a) on the 90* day after the Approval Order, 50% of the Approved Legal Expenses will be paid from the Cash Fund; and (b) in 4 equal payments made on the 90' day, 4 months, 5 months and 6 months after the Approval Order, 50% of the Approved Legal Expenses will paid in cash by the Defendants but will be notionally paid from the Credits Fund such that said payments will result in an immediate reduction of an equivalent monetary value in the Credits Fund made available for distribution to the Class. Settlement Class Members' Claims 27. Each Settiement Class Member will be entitied to claim from the Settlement Fund an amount calculated as the total amount of Service Cost Fees paid by the Settlement Class Member in respect of that Settlement Class Member's Class Loans, plus interest at 5% per annum on those Service Cost Fees from the date the Service Cost Fees were paid by a Settlement Class Claimant to the first day of the Claims Period, compounded semi-annually (collectively, the "Claim"), from which a Claim for certain deductions in relation to Approved Legal Expenses and outstanding loans may be made as set out below. 28. Each Settlement Class Claimant shall be entitled to receive a settlement benefit in relation to their Claim for Service Cost Fees ("Net Settlement Benefit"), calculated as follows: (a) if the total amount of all Settiement Class Claimants' Period A Claims is less than or equal to Settlement Fund A, and if the total amount of all Settlement Class Claimants' Period B Claims is less than or equal to Settlement Fund B, then the entire amount of his/her claim; (b) if the total amount of all Settlement Class Claimants' Period A Claims is less than or equal to Settlement Fund A, and if the total amount of all Settlement Class Claimants' Period B Claims is more than Settlement Fund B, then the entire amount of the Period A claim and an amount less than the full amount of his/her Period B claim, calculated as follows: 11

12 (i) add the amount remaining in Settlement Fund A after payment of all Period A claims to Settlement Fund B; (ii) divide the amount of the Settiement Fund B, as set out in (i), by the total amount of all Settlement Class Claimants' Period B claims (the "Pro Rata Ratio"); and (iii) multiply each Settiement Class Claimant's Period B claim by the Pro Rata Ratio; (c) if the total amount of all Settiement Class Claimants' Period B Claims is less than or equal to Settlement Fund B, and if the total amount of all Settiement Class Claimants' Period A Claims is more than Settlement Fund A, then the entire amount of the Period B claim and an amount less than the full amount of his/her Period A claim, calculated as follows: (i) add the amount remaining in Settlement Fund B after payment of all Period B claims to Settlement Fund A; (u) divide the amount of the Settiement Fund A, as set out in (i), by the total amount of all Settiement Class Claimants' Period A claims (the "Pro Rata Ratio"); and (iii) multiply each Settlement Class Claimant's Period A claim by the Pro Rata Ratio; (d) if the total amount of all Settiement Class Claimants' Period A Claims is more than Settiement Fund A, and if the total amount of all Settiement Class Claimants' Period B Claims is more than Settlement Fund B, then an amount less than the full amount of his/her Period A claim, calculated as follows: (i) divide the amount of the Settlement Fund A, by the total amount of all Settlement Class Claimants' Period A claims (the "Pro Rata Ratio"); and 12

13 (ii) multiply each Settlement Class Claimant's Period A claim by the Pro Rata Ratio; and an amount less than the full amount of his/her Period B claim, calculated as follows: (iii) divide the amount of the Settiement Fund B by the total amount of all Settlement Class Claimants' Period B claims (the "Pro Rata Ratio"); and (iv) multiply each Settlement Class Claimant's Period B claim by the Pro Rata Ratio. 29. If the Settiement Class Claimant has any Outstanding Principal, the Settlement Class Claimant's Net Settlement Benefit shall be appued in satisfaction of any Outstanding Principal, and the Unchallenged Interest payable on the due date of the Outstanding Principal (collectively, the "Outstanding Debt"), as follows: (a) if the Outstanding Debt is less than the Settiement Class Claimant's Net Settiement Benefit, then the portion of the Settiement Class Claimant's Net Settiement Benefit sufficient to discharge the Outstanding Debt will be paid to Cash Money from the Settlement Fund and shall extinguish the Outstanding Debt and the balance of the Settiement Class Claimant's Net Settiement Benefit will be paid to the Settiement Class Claimant; or (b) if the Settiement Class Claimant's Settiement Benefit is insufficient to discharge the Settiement Class Claimant's Outstanding Debt, all of the Settlement Class Claimant's Net Settiement Benefit will be paid to Cash Money from the Settiement Fund and that payment shall extinguish a portion of the Outstanding Debt in an amount equal to the total amount of the Service Cost Fees paid by the Settiement Class Claimant, and the remainder of the Settiement Class Claimant's Outstanding Debt will not be extinguished by anything in this Agreement. 13

14 30. Payments to the Settlement Class Claimants of their Net Settlement Benefits, and any payments to Cash Money from those Net Settlement Benefits in satisfaction of any Outstanding Debt, will be made from the Cash Fund and from the Credits Fund. 31. The amount paid from the Cash Fund (the "Cash Fund Settlement Benefit") shall be an amount equal to: (a) the Settiement Class Claimant's Net Settiement Benefit multiphed by the Cash Fund remaining after payment of the Telephone Notice Expenses and Approved Legal Expenses; (b) divided by the Settiement Fund remaining after payment of the Telephone Notice Expenses and Approved Legal Expenses. 32. The amount paid from the Credit Fund (the "Credit Fund Settlement Benefit") shall be an amount equal to the Settlement Class Claimant's Net Settlement Benefit minus the Settlement Class Claimant's Cash Fund Settlement Benefit. 33. Credits will be noted in the records of Cash Money for each Settiement Class Claimant entitied to a payment from the Credit Fund, and shall be subject to the following terms: (a) The Credits are not transferable, but shall accrue to the benefit of any Settlement Class Claimant's estate, and do not expire; (b) The Credits can be used to pay outstanding Service Cost Fees or cheque-cashing fees in any Cash Money locations; (c) Cash Money shall provide a Settlement Class Claimant with a written receipt showing the balance of unused Credits: (i) immediately after redemption of credits for services, under paragraph (b) above; or (ii) upon request at any Cash Money location. 14

15 (d) At any time prior to 15 days before the beginning of the Redemption Period, Settiement Class Claimants shall be able to update their current address by completing an online change of address form on a website maintained by Settlement Class Counsel. By January 13, 2015, Settiement Class Counsel shall provide Cash Money with a database with all submissions to the online change of address form. (e) On or around the first day of the Redemption Period, Cash Money shall send a reminder note, substantially in the form attached as Schedule D, to the current address of each Settlement Class Claimant with outstanding Credits. (f) The Credits can be redeemed for an equivalent amount of cash between January 17, 2015 and January 17, 2016 (the "Redemption Period") by a Settiement Class Claimant: (i) by attending a Cash Money location and presenting government-issued identification and their current address; or (ii) by completing an onhne form at which form will require the Class member to provide their date of birth and current address. (g) Within 60 days of redemption by a Settiement Class Claimant under paragraph (f) above. Cash Money shall mail a cheque to the current address of the Class Member for the total amount of outstanding Credits. 34. Settiement Class Members who do not make a claim within the Claims Period and fail to opt out before the Opt Out Deadline will not be entitied to any payments from the Settlement Fund, but will benefit from the release provided in paragraph 36 of this Agreement. Release of Claims 35. Upon entiy of the Approval Order, Settlement Class Members forever release and discharge the Defendants, as well as their respective parent companies, subsidiaries, affiliates. 15

16 officers, directors, trustees, shareholders, unit holders, partners, managers, employees, agents, lawyers, assignees and successors, and their insurers, of and from all claims, demands, actions, suits or causes of action that have been brought or could have been brought, are currently pending or were pending, or are ever brought in the future, whether known or unknown, asserted or unasserted, under or pursuant to any statute, regulation, common law or equity, arising from Payday Loans obtained from any Cash Money location in Alberta up to March 1, Upon entry of the Approval Order, the Defendants forever release and discharge all Settlement Class Members, whether they have submitted a claim for benefits pursuant to this Agreement or not, of and from all claims, demands, actions, suits or causes of action that have been brought or could have been brought, are currently pending or were pending, or are ever brought in the future, whether known or unknown, asserted or unasserted, under or pursuant to any statute, regulation, common law or equity, arising from payday loans obtained from any Cash Money location in Alberta up to March 1, 2010, except for any amount by which the Settlement Class Member's Outstanding Debt exceeds the amount of Service Cost Fees paid by the Settlement Class Member. Claims Period and Process 37. Settlement Class Members seeking to make a claim for benefits pursuant to this Settlement must do so within the Claims Period. 38. Settlement Class Members who wish to make a claim must complete, sign and submit a Claim Form, substantially in the form attached as Schedule E, to the Settiement Admimstrator within the Claims Period, together with a photocopy of their driver's license or other government-issued photo identification. 39. Within 120 days from the expiry of the Claims Period (the "Decision Period"), the Settlement Administrator will complete its review of the claims submitted and will advise each Settlement Class Claimant as to his or her eligibility, if any, for benefits, in the forms attached as Schedule F to this Agreement. 16

17 Review of Claims Process 40. During the Claims Period, the Decision Period and the Appeal Period (as defined below), the claims process will be reviewed by the Claims Process Reviewer. 41. The costs of the review of the claims process, which costs will be capped at $30,000, will be paid by the Defendants. 42. A copy of the Claims Process Reviewer's report shall be filed with the Court when the review of the claims process is completed. Appeal Process 43. Within 45 days from the end of the Decision Period (the "Appeal Period"), Settlement Class Claimants who do not agree with the decision of the Settlement Administrator may appeal that decision to the Arbitrator. 44. Settiement Class Claimants wishing to appeal the decision of the Settiement Administrator must, within the Appeal Period, deliver to the Settlement Administrator a completed Appeal Form, substantially in the form attached as Schedule G to this Agreement, along with any supporting documents, or by completing an online appeal form on the Settiement Website. Forms received by Settiement Class Counsel shall be forwarded to the Settiement Administrator within 3 business days of receipt. 45. Upon receipt of completed Appeal Forms, the Settiement Administrator may reconsider, in whole or in part, its decision. Should that occur, the Settiement Administrator will notify the Settlement Class Claimant and Settiement Class Counsel and the appeal will only proceed if there are unresolved issues, and will be confined to any such issues. 46. Following conclusion of the Appeal Period, the Settiement Administrator will provide copies of the completed Appeal Forms and supporting documents to Settiement Class Counsel, together with a document containing an explanation as to why the Settiement Administrator has determined that the decision should not be reconsidered (the "Supporting Documents"). 17

18 47. Upon receipt of the Appeal Forms and Supporting Documents, Settiement Class Counsel will arrange for delivery of these materials, along with any comments of Settlement Class Counsel, to the Arbitrator for review and ultimate disposition (the "Appeal Materials"). 48. The decision of the Arbitrator shall be in writing and will be final, with no further right of appeal. 49. The Arbitrator will review the decision of the Settiement Administrator based on the Appeal Material, without any hearings, and will provide a decision in writing to Settiement Class Counsel, counsel for the Defendants, and the Settiement Admimstrator within 60 days from receipt of the Appeal Material. The Arbitrator shall be able to make inquiries of and to seek additional information from the Settiement Class Claimant, Settiement Class Counsel or the Settiement Admimstrator. The Arbitrator shall be entitied to seek directions from the Court and to conduct hearings if approved by the Court. Payments to Settiement Class Members 50. If no Settiement Class Claimants appeal the decision of the Settlement Administrator, all Settiement Class Claimants' claims will be paid within 60 days of the conclusion of the Decision Period. Such payments will be made by mail to an address designated by the Settiement Class Claimant in the Claim Form or updated address provided to the Settiement Administrator, and shall include the letter attached as Schedule H. 51. If any appeals are filed in relation to the decisions of the Settiement Administrator, Settiement Class Claimants' claims will be paid within 30 days from delivery of the Arbitrator's decision of the appeals. Notifications to Credit Reporting Agencies 52. If: (a) the Settiement Class Claimant indicates in the Claim Form that he or she believes there is a report of an Outstanding Loan on a credit report held by Equifax Canada 18

19 Inc. and Trans Union of Canada Inc. (collectively the "Credit Reporting Agencies"); and (b) the Settiement Class Claimant is fully released by the Settiement Agreement in relation to all Outstanding Loans, and (c) the Settiement Class Claimant makes a request in the Claim Form for a letter to be sent to the Credit Reporting Agencies, then Cash Money will, within 30 days of payment to the Class Members, provide a letter to the Credit Reporting Agencies advising that any record of the Outstanding Loan with the Credtt Reporting Agencies should be removed as the information concerning the Outstanding Loan is inaccurate. Residue 53. Any residue remaining in the Cash Fund of the Settiement Fund after payment of the Approved Legal Expenses and Settiement Class Claimants' claims will remain in the Settlement Fund, eaming interest for the benefit of the Settlement Fund, to be applied against redemption of Credits. At the expiry of the Redemption Period, any cash remaining shall be disbursed to a charity at the direction of the Court. Dismissal of the Action 54. After payment of the Approved Legal Expenses and Settlement Class Claimants' claims, and provided that the Claims Process Reviewer's report has been filed with the Court pursuant to paragraph 42 of this Agreement, the Defendants may apply to have the Action dismissed against the Defendants, without costs and with prejudice. 55. Neither the Plaintiff nor any Settlement Class Member will object to a dismissal application brought pursuant to paragraph 54 of this Agreement. 19

20 General 56. No Settlement Class Member shall have any claim against the Plaintiff, the Settlement Administrator, the Claims Process Reviewer or the Arbitrator based on any payments or other benefits made or provided, substantially in accordance with this Agreement, or with further Orders of the Court or any appellate court. 57. This Agreement and its attachments shall constitute the entire Agreement of the Parties and shall not be subject to any change, modification, amendment, or addition without the express written consent of counsel on behalf of all Parties to the Agreement. This Agreement supersedes and replaces all prior negotiations and proposed agreements, written or oral. 58. All Schedules are incorporated into this Agreement by reference. 59. This Agreement shall be binding upon and inure to the benefit of the Parties hereof and their representatives, heirs, successors, and assignees. 60. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if the Parties mutually elect to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Agreement. Powers of the Court 61. The Court shall retain continuing and exclusive jurisdiction over the Parties hereto, including the Plaintiff and all Settiement Class Members, and over the administration and enforcement of the Settiement and the benefits to the Plaintiff and Settiement Class Members hereunder, notwithstanding that the Action may have been dismissed pursuant to paragraph 54 of this Agreement. 62. The Court will issue directions or orders in such form as is necessary to implement and enforce the provisions of the Agreement and will supervise the ongoing 20