Mortgage Settlement Agreement by qlh12947

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									STIPULATION AND AGREEMENT OF SETTLEMENT
                                                   TABLE OF CONTENTS


                                                                                                                                           Page

I.      RECITALS................................................................................................................................. 1

II.     DEFINITIONS ........................................................................................................................... 2

III.    THE SETTLEMENT CLASS AND THE SETTLEMENT FUND........................................... 6

IV.     ATTORNEYS’ FEES AND COSTS, AND SERVICE AWARDS TO PLAINTIFFS .......... 10

V.      RELEASE AND DISMISSAL WITH PREJUDICE ............................................................... 10

VI.     NOTICE AND SETTLEMENT ADMINISTRATION ........................................................... 13

VII.    PRELIMINARY APPROVAL ORDER AND FINAL FAIRNESS HEARING..................... 16

VIII.   FINAL APPROVAL OF SETTLEMENT AND OTHER CONDITIONS.............................. 22

IX.     TERMINATION OF AGREEMENT ...................................................................................... 24

X.      FURTHER PROVISIONS ....................................................................................................... 25


Exhibit A – [Proposed] Third Amended Class Action Complaint

Exhibit B – [Proposed] Preliminary Approval Order

Exhibit C – Direct Mail Notice

Exhibit D – Claim Form

Exhibit E – [Proposed] Final Approval Order

Exhibit F – [Proposed] Final Judgment and Order of Dismissal




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                  STIPULATION AND AGREEMENT OF SETTLEMENT

           This Stipulation and Agreement of Settlement is entered into by and between: WMC

Mortgage, LLC (“WMC”), the successor in interest to WMC Mortgage Corp.; plaintiffs Herbert and

Doris Steele, Eric R. Chavez, and Sonia Torres (“Class Representatives” or “Plaintiffs”), on behalf of

themselves and as putative representatives of the Settlement Class; and, upon class certification for

settlement purposes only as set forth herein, each Settlement Class Member.

                                         I.      RECITALS

           WHEREAS, Class Representatives are the plaintiffs in an action captioned as Herbert and

Doris Steele, Eric R. Chavez, Alexandra Diaz and Sonia Torres v. GE Money Bank, WMC Mortgage

Corporation and WMC Mortgage, LLC, United States District Court, Northern District of Illinois,

08-CV-1880 (the “Action”);

           WHEREAS, the Action asserts that WMC violated the Equal Credit Opportunity Act, 15

U.S.C. § 1691 et seq. (“ECOA”), and the Fair Housing Act, 42 U.S.C. § 3601 et seq. (“FHA”), in

connection with the pricing of mortgage loans;

           WHEREAS, in the Action, Plaintiffs have filed a Class Action Complaint, filed on April

1, 2008, an Amended Class Action Complaint, filed on April 3, 2008, and a Second Amended Class

Action Complaint, filed on March 20, 2009;

           WHEREAS, WMC denies any and all facts and claims alleged by Plaintiffs in the Action,

and further denies that Class Representatives or any members of the class they purport to represent

have suffered any injury or damage;

           WHEREAS, Class Representatives and Settlement Class Counsel have conducted an

investigation into the facts and law (including, without limitation, an investigation of information

provided by WMC in connection with settlement negotiations) concerning the claims at issue, have

engaged in arm’s length settlement negotiations relating to the Action, including mediation with the


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assistance of David Geronemus, Esq. at JAMS, and have concluded that it would be in the best

interests of the Settlement Class to enter into the Agreement in order to avoid the uncertainties of

litigation and to assure benefits to the Settlement Class, and that the settlement contemplated hereby

is fair, reasonable, and adequate and in the best interests of all members of the Settlement Class; and

             WHEREAS, WMC vigorously and expressly denies all allegations of wrongdoing and

liability, and has asserted numerous defenses, but nevertheless desires to settle the Action finally on

the terms and conditions set forth herein solely for the purposes of avoiding the burden, expense, and

uncertainty of continuing litigation, and to obtain the conclusive and complete dismissal of the

Action and release of all Released Claims;

             Now, THEREFORE, in consideration of the promises and agreements set forth herein, it

is hereby stipulated and agreed, subject to Final Settlement Approval, that each and every claim

against WMC that has been alleged, or could have been alleged, in the Action (including,

without limitation, in any other currently pending or later filed actions), shall be fully and finally

settled, compromised and dismissed with prejudice, and shall be fully discharged and released,

upon and subject to the following terms and conditions:

                                        II.    DEFINITIONS

       2.1      “Agreement” means this Stipulation and Agreement of Settlement, including its

exhibits.

       2.2      “Authorized Claimant” means a Settlement Class Member who has properly

submitted a timely and valid claim form.

       2.3      “Confidential Letter Agreement” means the document described in Section 7.4(d)

below related to the Opt-Out Limit.

       2.4      “Direct Mail Notice” means the form of notice substantially in the form attached

hereto as Exhibit C and approved by the District Court.


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        2.5    “District Court” means the United States District Court for the Northern District of

Illinois.

        2.6    “Effective Date” means ten (10) business days after Final Settlement Approval.

        2.7    “Final Approval Order” means an order entered by the District Court in the Action

finally approving this settlement and resolving all issues between the Parties, as provided for in

Section 8.1 below, substantially in the form attached hereto as Exhibit E.

        2.8    “Final Fairness Hearing” means the hearing(s) at which the District Court will address

whether to approve the settlement provided for in this Agreement, enter the Judgment and make such

rulings as are contemplated by this Agreement.

        2.9    “Final Settlement Approval” means the date the Judgment becomes final for all

purposes upon the occurrence of all of the following events without the prior termination of the

Agreement: (i) final approval of this Agreement, and the settlement contemplated hereby, in all

respects by the District Court; (ii) entry of the Final Approval Order and the Judgment in all material

respects in the forms of Exhibits E and F hereto; and (iii) expiration of the time for further judicial

review, or the time to seek permission for further judicial review, of the District Court’s approval of

this Agreement and the settlement contemplated hereby, and the District Court’s entry of the Final

Approval Order and the Judgment, without the filing of a request for further judicial review or an

effort to seek permission for further judicial review, or, if such further judicial review or effort to

seek permission for such further judicial review is sought, (A) such further judicial review or effort to

seek permission for such further judicial review has been dismissed and the time to seek any further

judicial review has expired, or (B) approval of this Agreement and the settlement contemplated

hereby, and the Final Approval Order and the Judgment, have been affirmed in their entirety by the

court of last resort from which further judicial review has been sought and such affirmance has

become no longer subject to the possibility of further judicial review. Final Settlement Approval

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may occur notwithstanding the actual or potential filing of any request for further judicial review that

concerns only: an award of attorneys’ fees and expenses by the Court; a service award to the Class

Representatives by the Court; and/or any issue relating to the allocation and/or distribution of the

Settlement Fund among Authorized Claimants.

       2.10    “Judgment” means a final judgment entered by the District Court in the Action

approving this Agreement and dismissing all claims with prejudice, as provided for in Section 8.1

below, substantially in the form attached hereto as Exhibit F.

       2.11    “Mediator” means David Geronemus, Esq., or if he becomes unable or unwilling to

serve, such other person as may be mutually acceptable to the Parties, but in the absence of mutual

agreement as to a substitute mediator, such United States Magistrate Judge as may be appointed by

the District Court shall serve as “Mediator” for purposes of this Agreement.

       2.12    “NCOA” means the National Change of Address system to provide updated address

information.

       2.13    “Notice” means the method of notice set forth in Section 6 below.

       2.14    “Opt-Out Limit” means the maximum number of opt-outs agreed to by counsel for the

Parties in a concurrently executed Confidential Letter Agreement.

       2.15    “Parties” means WMC, Plaintiffs and, upon class certification for settlement purposes

only as set forth herein, each Settlement Class Member.

       2.16    “Plaintiffs” means named plaintiffs Herbert and Doris Steele, Eric R. Chavez, and

Sonia Torres, individually and as putative representatives of the Settlement Class.

       2.17    “Plaintiffs’ Counsel” and “Settlement Class Counsel” means Roddy Klein & Ryan;

Bonnett Fairbourn Friedman & Balint, P.C.; Law Offices of Al Hofeld Jr., LLC; Miller Law LLC;

Robbins Geller Rudman & Dowd; Chavez & Gertler LLP; National Consumer Law Center; and

Barroway Topaz Kessler Meltzer & Check, LLP.

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         2.18   “Preliminary Approval Order” means an order entered by the District Court in the

Action granting preliminary approval of this Agreement, as provided for in Section 7.2 below,

substantially in the form attached hereto as Exhibit B.

         2.19   “Released Claims” means the claims released by this Agreement as set forth in

Section 5 below.

         2.20   “Released Parties” means WMC Mortgage LLC and WMC Mortgage Corp.; their

predecessors, successors (including, without limitation, acquirers of all or substantially all of the

assets, stock, or other ownership interests of any of the Released Parties) and assigns; the past,

present and future, direct and indirect, parents (including, without limitation, holding companies),

subsidiaries, affiliates and associates of any of the above; and the past, present and future, direct and

indirect, principals, trustees, partners, officers, directors, employees, agents, attorneys, insurers,

vendors, shareholders, advisors, predecessors, successors (including, without limitation, acquirers of

all or substantially all of the assets, stock, or other ownership interests of any of the above),

assignors, assignees, assigns, representatives, heirs, executors and administrators of any of the above.

         2.21   “Settlement Administrator” means A.B. Data, Inc., subject to approval by the Court,

which shall administer, under Settlement Class Counsel’s supervision, the notice plan and plan of

administration and distribution provided for in this Agreement.

         2.22   “Settlement Class” means Plaintiffs and any other person and/or entity who or which

falls within the definition of the Settlement Class, certified solely for purposes of this settlement, as

provided for in Section 3.2 below.

         2.23   “Settlement Class Member” means all members of the Settlement Class who have not

timely and properly opted out of the Settlement Class as provided for in Section 7.4 below.

         2.24   “Settlement Fund” means the amounts paid as described in Sections 3.3(a) and 3.3(e)

below.

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             III.    THE SETTLEMENT CLASS AND THE SETTLEMENT FUND

       3.1     Certification Of Settlement Class For Settlement Purposes Only. WMC disputes that

a class action would be manageable in the Action, and further denies that a class properly may be

certified in the Action. However, solely for purposes of avoiding the expense and inconvenience

of further litigation, WMC does not oppose the certification for settlement purposes only of the

Settlement Class, provided that neither such certification for settlement purposes only, nor any

other act relating to the negotiation, execution or implementation of this Agreement, shall be

considered as a factor in connection with any class certification issue(s) if the Agreement

terminates, or there is no Judgment or Final Settlement Approval, or with respect to any member

of the Settlement Class who timely and properly opts out of the Settlement Class. No agreement

made by WMC, or any order of a court, in connection with this settlement may be used by

Plaintiffs, any member of the Settlement Class, or any other person, to establish any of the

elements of class certification, other than for settlement purposes in connection with this

Agreement. Subject to the provisions of this Section 3.1, this Agreement shall not be deemed to

limit the Plaintiffs, in the event that the Settlement Class is not certified, from later seeking

certification of a different class in this Action pursuant to Fed. R. Civ. P. 23.

       3.2     Definition Of The Settlement Class. Solely for purposes of this Agreement, the

Parties agree to preliminary certification of the following Settlement Class:

                All Black/African-American or Hispanic borrowers (including,
                without limitation, individual borrowers, joint-borrowers, and co-
                borrowers) who, between January 1, 2004 and December 31,
                2007, obtained a mortgage loan that was made or purchased
                by WMC Mortgage, LLC or WMC Mortgage Corp.

       3.3     Settlement Fund.

               (a)    Establishment and Distribution Of The Settlement Fund. As further described

in this Section 3.3(a) and in Section 3.3(e), WMC shall provide the Settlement Administrator with a


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total fund of three million, eight hundred thousand dollars ($3,800,000) for the benefit of the

Settlement Class. WMC shall provide the Settlement Administrator with the difference between

$3,800,000, and any amounts WMC has provided under Section 3.3(e), within ten (10) business days

following the Effective Date. The Settlement Administrator will establish the Settlement Fund with a

jointly approved escrow holder as a Qualified Settlement Fund consistent with Treasury Regulation

§1.468B-1. The Settlement Fund, together with any interest accrued thereon subsequent to deposit

(less any fees charged by the escrow holder for maintenance of the Settlement Fund), is to be

distributed as follows:

                          (i)     First, to pay the costs of notice and settlement administration;

                          (ii)    Second, pursuant to Section 4.1 below, to pay Settlement Class

Counsel’s attorneys’ fees and costs, and service awards to Plaintiffs, in the amounts, if any, approved

by the District Court;

                          (iii)   Third, to pay $50,000 each to Neighborhood Housing Services of

Chicago, Inc. (“NHSC”), the National Council of LaRaza (“NCLR”) and the National Urban League

(”NUL”) for the purposes described in Section 3.3(c) below;

                          (iv)    Fourth, to pay claims of Authorized Claimants as set forth in Section

3.3(b) below;

                          (v)     Fifth, if any residual remains because Authorized Claimants do not

timely negotiate their settlement checks or because the Settlement Fund otherwise is not fully

expended, said amounts will be paid in equal parts to the organizations identified in Section

3.3(a)(iii) to provide national housing assistance or consumer credit education, provided however,

that by accepting the funds each such organization agrees that no funds so accepted will be used for

any advocacy, litigation, lobbying or legislative efforts.




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               (b)    Payment To Authorized Claimants.

                      (i)     Authorized Claimants are entitled to equal shares per qualifying

mortgage loan of a distribution based on (1) the amount left in the Settlement Fund after payments

are made in accordance with Sections 3.3(a)(i)-(iii) above, divided by (2) the number of Authorized

Claimants’ qualifying mortgage loans. For the purposes of the preceding sentence only, to the extent

that an Authorized Claimant had or has both a first lien mortgage loan and a second lien mortgage

loan on the same property that were made or purchased by WMC Mortgage, LLC or WMC

Mortgage Corp. between January 1, 2004 and December 31, 2007, such mortgage loans will be

treated as one mortgage loan. The shares will be calculated so that the Settlement Fund will be

depleted.

                      (ii)    The Settlement Administrator, under the supervision of Settlement

Class Counsel, shall determine which claim forms are timely and proper, calculate the amount to be

paid to the Authorized Claimants, and administer and oversee distribution to the Authorized

Claimants.

                      (iii)   In no event shall WMC or any other Released Party have any liability

or responsibility whatsoever with respect to the maintenance, administration or distribution of the

Settlement Fund, or any part thereof, or with respect to any claim by any member of the Settlement

Class concerning the handling or resolution of his or her claim(s) with respect to the Settlement

Fund.

                      (iv)    Authorized Claimants shall be paid within sixty (60) days after the

Effective Date by check mailed to the address provided by the Authorized Claimant on the returned

claim form (or to any later forwarding address timely provided by the Authorized Claimant to the

Settlement Administrator). If checks distributed to the Authorized Claimant are not cashed within six




                                                   8
months of the check issue date, such checks will expire and will not be re-issued and the money in

question will be distributed instead pursuant to Sections 3.3(a)(v) above.

               (c)     Organization Funding. Pursuant to Section 3.3(a)(iii) above, a total of

$150,000 of the Settlement Fund will be paid to NHSC, NCLR and NUL and will be used by NHSC,

NCLR, and NUL to provide foreclosure prevention counseling to Settlement Class Members, by

programs that will be available nationwide. In connection with this foreclosure prevention

counseling, NHSC, NCLR and NUL shall not be permitted, under any circumstances, to recommend

litigation or to offer referrals to lawyers or other parties for litigation. The names of the Released

Parties, as well as the logos, trademarks or service marks of any of them, may not be used in

connection with or in association with any of the funded programs at NHSC, NCLR and NUL.

               (d)     Quarterly Reports Regarding Distribution Of Settlement Fund. The Settlement

Administrator will provide quarterly reports to Settlement Class Counsel and counsel for WMC, on

the distribution of the Settlement Fund until such time as the Settlement Fund is fully paid in

accordance with the provisions of Sections 3.3(a)(i) – (v) and depleted.

               (e)     Credit For Advances On Behalf Of The Settlement Fund. No later than one

(1) week after entry of the Preliminary Approval Order, the Settlement Administrator shall provide a

good faith estimate of the cost of notice and administration to the Parties. Such costs shall be

reasonable with respect to the notice and administration plans described herein. Unless this

Agreement has terminated, WMC shall be responsible for advancing to the Settlement Administrator

any such reasonable notice and administration costs that have become due and payable prior to the

Effective Date and which were identified in the good faith estimate provided by the Settlement

Administrator. Advances by WMC of any notice or administration costs or expenses to the

Settlement Administrator are contributions to the Settlement Fund and shall be credited in their

entirety (100%) towards WMC’s obligation under Section 3.3(a). In the event that this Agreement

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terminates, any advances paid to the Settlement Administrator by WMC that have not been spent, and

are not required for amounts that are due and payable for reasonable and identified notice and

administration costs already incurred, shall, within ten (10) business days, be returned by the

Settlement Administrator to WMC by payment to an account it designates.

                   (f)        No Liability for Settlement Fund. WMC and the other Released Parties shall

have no liability or responsibility whatsoever with regard to the maintenance, preservation,

investment, use, allocation, adjustment, administration, distribution, and/or disbursement of any

amount in the Settlement Fund. Except as provided in Section 3.3(a), all interest, dividends, and

other distributions and payments in connection with the investment of the Settlement Fund shall

accrue to the benefit of the Settlement Fund.

                   (g)        No Reversion. No portion of the Settlement Fund will revert to WMC if Final

Settlement Approval occurs.

             IV.         ATTORNEYS’ FEES AND COSTS, AND SERVICE AWARDS TO
                                          PLAINTIFFS

       4.1         Subject to court approval, Settlement Class Counsel intend to seek no more than

$1,200,000 in attorneys’ fees and costs, and service awards of no more than $5,000 for each of Class

Representatives: (i) Herbert and Doris Steele (collectively); (ii) Eric R. Chavez; and (iii) Sonia Torres

(plus interest actually accrued thereon from the date of the Settlement Fund’s creation as described in

Section 3.3(a) above, less a proportionate share of any fees charged by the escrow holder for

maintenance of the Settlement Fund). Settlement Class Counsel will not request attorneys’ fees and

costs in excess of the foregoing amounts, and WMC will not oppose Settlement Class Counsel’s

petition for fees, costs and service awards in the foregoing amounts. The service awards shall be in

addition to any other claims Plaintiffs may have as Authorized Claimants.

                         V.       RELEASE AND DISMISSAL WITH PREJUDICE



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       5.1      Release. As of the Effective Date, Plaintiffs and each Settlement Class Member, and

each of their respective spouses, heirs, executors, administrators, representatives, agents, attorneys,

partners, successors, bankruptcy trustees, guardians, wards, joint tenants, tenants in common, tenants

by the entirety, co-borrowers, joint-borrowers, guarantors, predecessors-in-interest, successors,

assigns and all persons acting or purportedly acting for or on their behalf (including, without

limitation, any governmental entity acting as parens patriae), fully, finally and completely release and

forever discharge, and shall be deemed to have fully, finally, and completely released and forever

discharged, the Released Parties, and each of them, from any and all actual or potential claim, right,

demand, charge, complaint, action, cause of action, suit, counterclaim, cross-claim, third-party claim,

contention, allegation, obligation, and/or assertion of wrongdoing or liability of any and every kind

whatsoever (including, without limitation, those based on contract, ECOA, and/or the FHA, or any

other federal, state, local or other law, statute, regulation, or principle of common law or equity, and

including, without limitation, all requests or efforts by any means to seek: damages; punitive

damages; disgorgement; restitution; rescission; unjust enrichment; recoupment; set-off; attorneys’

fees; costs; expenses; loan and/or security interest modification, invalidity, or avoidance; monetary,

equitable, declaratory, or injunctive relief; or any other form of relief or protection), whether known

or unknown, suspected or unsuspected, under the law of any jurisdiction, which Class

Representatives or any Settlement Class Member ever had, now has, or may have in the future,

resulting from, arising out of, or in any way, directly or indirectly, connected with (a) any of the

claims or allegations raised in the Action (including, without limitation, in the Third Amended

Complaint), or (b) any claims which could have been raised in the Action based on the same

transactional nucleus of facts (including, without limitation, in the Third Amended Complaint).

             This Release constitutes a waiver of Section 1542 of the California Civil Code (and

any similar or comparable provisions, rights and benefits conferred by the law of any state or

                                                   11
territory of the United States or any other jurisdiction, and any principle of common law or

equity), which provides:

                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 and each Settlement Class Member understand and acknowledge the

significance of these waivers of California Civil Code Section 1542 and/or of any other

applicable law relating to limitations on releases. In connection with such waivers and

relinquishment, Plaintiffs and each Settlement Class Member acknowledge that they are aware that

they may hereafter discover facts other than, in addition to, or different from, those facts which

they now know or believe to be true with respect to the subject matter of the Action or the

settlement, and that they fully, finally and forever release and discharge all Released Claims, and

in furtherance of such intention, the release will remain in effect notwithstanding the discovery

or existence of any such other, additional or different facts.

       5.2      Obligations Of Each Settlement Class Member. Nothing in this Agreement detracts

from the validity or enforceability of any Settlement Class Member’s obligations on any loan(s), nor

does anything in this Agreement detract from the validity or enforceability of any promissory note(s),

deed(s) of trust, mortgage(s) and/or security interest(s). Each Settlement Class Member waives any

contention that any claim(s) by any of the Released Parties against a Settlement Class Member was

required to be asserted as a compulsory counterclaim in the Action.

       5.3      Bar to Future Suits. Class Representatives and Settlement Class Members shall be

enjoined from prosecuting any legal proceeding against any Released Party with respect to the claims

released in Section 5 or actions taken by a Released Party that are authorized or required by this



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Agreement, the Preliminary Approval Order, the Final Approval Order, or the Judgment. It is further

agreed that the Agreement may be pleaded as a complete defense to any proceeding subject to this

section.

                     VI.      NOTICE AND SETTLEMENT ADMINISTRATION

       6.1     Costs Of Notice And Administration. The costs of notice and administration will be

subject to approval by Settlement Class Counsel and shall be paid from the Settlement Fund as

described in Section 3.3(a)(i) and in accordance with Section 3.3(e).

       6.2     Class List. WMC shall prepare a list identifying the members of the Settlement Class

by name and last known address shown in WMC’s electronic records, as maintained in the ordinary

course of business, no later than three (3) weeks after entry of the Preliminary Approval Order, and

will provide the class list to the Settlement Administrator and to Class Counsel. WMC will provide a

statement to Settlement Class Counsel that sets out the procedures used to identify the members of

the Settlement Class.

       6.3     Class Notice. Notice shall be provided as soon as practicable after entry of the

Preliminary Approval Order, but in no event later than sixty (60) days following entry of such Order,

as follows:

               (a)         The Direct Mail Notice, substantially in the form attached hereto as Exhibit C

and that is approved by the District Court, will be mailed, via first class mail, to members of the

Settlement Class at the addresses provided to the Settlement Administrator pursuant to Section 6.2

above. A Spanish translation of the Direct Mail Notice will be prepared by the Settlement

Administrator and approved by the Parties, and will be printed on the reverse side or at the end of the

notice. All addresses of members of the Settlement Class will be run once through the NCOA system

prior to the first mailing of class notice. Returned notices will be remailed if they are returned with a

postmark date within twenty-five (25) days of the postmark date of the Direct Mail Notice and


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contain a forwarding address. Other than as expressly provided in Section 6.2, WMC shall have no

liability or responsibility whatsoever with respect to the Notice.

               (b)     The form of Direct Mail Notice shall include a claim form substantially in the

form attached hereto as Exhibit D and that is approved by the District Court.

       6.4     Certification To The District Court. Not later than ten (10) days before the Final

Fairness Hearing, the Settlement Administrator and/or its designees shall file a declaration with the

District Court verifying that Direct Mail Notice has been provided to the Settlement Class as

provided in this Agreement and the Preliminary Approval Order.

       6.5     Settlement Website. The Settlement Administrator shall set up a website to provide

certain information to the members of the Settlement Class, including the [Proposed] Third

Amended Complaint, the Direct Mail Notice and claim form, this Agreement, a statement of the

Parties, a list of anticipated frequently asked questions and responses, and such other information as

may be agreed to by the Parties.

       6.6     Confirmatory Discovery/Representations and Warranties. No later than thirty (30)

days prior to the Final Fairness Hearing, a confidential statement to Settlement Class Counsel will be

provided on behalf of WMC confirming information provided by WMC during the course of

settlement negotiations based on loan level account data and providing a description of how the

statistical analysis contained therein was performed. WMC represents and warrants that it is no

longer engaged in the business of making new wholesale, retail or correspondent loans and that it has

no present plan to reenter the lending business. As of the Effective Date, each Settlement Class

Member represents and warrants for himself or herself that he or she has not assigned, sold or

otherwise transferred any claim that he or she previously had that otherwise would fall within the

scope of the Released Claims.




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       6.7     Processing of Claim Forms.

               (a)     Submission of Claims. No Settlement Class Member may become an

Authorized Claimant and receive a share of the Settlement Fund unless that Settlement Class

Member has fully, completely, timely and properly returned a copy of the claim form.

               (b)     Untimely Claims. In order for the claim form to be deemed timely and

properly submitted, a Settlement Class Member must fully complete the claim form and return it with

a postmark date that is no later than one hundred and five (105) days after entry of the Preliminary

Approval Order. The Settlement Administrator will have no obligation to honor any claim form that

is not fully completed or is returned after that date. Fully completed claim forms that are not timely

will not be allowed absent relief from the District Court specifically granting allowance prior to entry

of the Final Approval Order.

               (c)     Claims of Deceased Persons. Claims of deceased persons will not be allowed

unless a claim form is submitted by a person authorized to act on behalf of the deceased person’s

estate together with proof of such authorization.

               (d)     Claims of Joint Borrowers/Co-Borrowers. For purposes of this settlement,

joint borrowers or co-borrowers on the same loan are deemed to be a single member of the

Settlement Class and will be treated for the purposes of distribution as if they have a single claim. If

only one claim form is timely and properly submitted on a loan with joint borrowers or co-borrowers,

the entire amount of the joint borrowers’ or co-borrowers’ claim will be paid to the joint borrower or

co-borrower who timely and properly submitted the claim form. If more than one claim form is

timely and properly submitted on a loan with joint borrowers or co-borrowers, the claim will be paid

by a single check made out jointly to the joint borrowers or co-borrowers.

               (e)     Incomplete or Improper Claims. The Settlement Administrator will have final

authority, in consultation with Settlement Class Counsel, to allow or disallow any incomplete or

                                                    15
improperly filed claim forms and will send notice of and the reasons for such disallowance, if any, to

the Settlement Class Member, with copies to Settlement Class Counsel and counsel for WMC, no

later than twenty (20) days prior to the Final Fairness Hearing. To the extent that deficiencies in filed

claim forms are not resolved prior to entry of the Final Approval Order, and if no relief from the

District Court is obtained by the claimant at the claimant’s sole cost and expense, said claim will be

permanently and finally disallowed.

       6.8     Dispute Resolution. The Parties agree to meet and confer in good faith in regard to

any dispute relating to the settlement. Any material dispute that cannot be resolved by the Parties

shall be submitted to the Mediator for resolution, provided that at least thirty (30) days has elapsed

since notice of the dispute was first given absent a compelling reason for a shorter time period.

      VII.   PRELIMINARY APPROVAL ORDER AND FINAL FAIRNESS HEARING

       7.1     Filing Of Third Amended Complaint. To effectuate the objectives of this Agreement

and the settlement approval proceedings, Plaintiffs have prepared a [Proposed] Third Amended

Complaint, attached hereto as Exhibit A. Upon entry of the Preliminary Approval Order, the Third

Amended Complaint shall be deemed filed. All allegations of the Third Amended Complaint shall be

deemed denied and disputed by WMC without the necessity of filing an Answer or responsive

pleading. Neither the attachment and incorporation by reference of the proposed Third Amended

Complaint to this Agreement, nor its subsequent filing in the Action, shall be construed as any

admission, concession, or adoption of any of the allegations made therein by WMC.

       7.2     Preliminary Approval Order. The Parties shall cooperate in presenting such papers to

the District Court as may be necessary to effectuate the intent and purposes of this Agreement. As

soon as reasonably possible after the execution of this Agreement, Plaintiffs will seek the District

Court’s approval of this Agreement, and the settlement contemplated hereby, including, inter alia,

leave to file the Third Amended Complaint, by filing an appropriate Motion for Preliminary


                                                   16
Approval and seeking entry of a Preliminary Approval Order, substantially in the form attached

hereto as Exhibit B. Among other things, the Preliminary Approval Order shall specifically include

the following:

                 (a)   An order granting Plaintiffs’ motion for leave to file, accepting for filing, and

deeming filed and served, the Third Amended Complaint, and providing that WMC shall not be

required to file or serve an Answer or other responsive pleading to the Third Amended Complaint;

                 (b)   A preliminary determination that any applicable requirements of the Class

Action Fairness Act have been met;

                 (c)   A preliminary determination that, for settlement purposes only, the Action may

be maintained as a class action pursuant to Rule 23(a) and Rule 23(b)(3) of the Federal Rule of Civil

Procedure;

                 (d)   A finding that the Notice is the only notice required, that such Notice satisfies

the requirements of due process, the Federal Rules of Civil Procedure and any other applicable laws,

and that the Parties’ Notice and plan for providing notice to members of the Settlement Class is

approved as sufficient and valid;

                 (e)   A preliminary finding that this Agreement is fair, reasonable, adequate and

within the range of possible approval;

                 (f)   A preliminary finding that Plaintiffs fairly and adequately represent the

interests of the Settlement Class;

                 (g)   A preliminary finding that Settlement Class Counsel are adequate to act as

counsel for the Settlement Class and appointing Settlement Class Counsel as counsel to the

Settlement Class;

                 (h)   A scheduled date for the Final Fairness Hearing, which the Parties shall

request be approximately one hundred fifty (150) days after entry of the Preliminary Approval Order,

                                                   17
to determine whether there exists any basis why the settlement should not be approved as being fair,

reasonable and adequate and in the best interests of the Settlement Class, and why the Judgment

should not be entered thereon;

               (i)     Establishment of a procedure for filing claims and setting a deadline to file

claims that is no later than one hundred and five (105) days after entry of the Preliminary Approval

Order;

               (j)     Establishment of a procedure for members of the Settlement Class to opt-out

of the Settlement Class, and setting a postmark deadline of one hundred and five (105) days after

entry of the Preliminary Approval Order, after which no member of the Settlement Class shall be

allowed to opt-out of the Settlement Class, and providing further that members of the Settlement

Class who have timely and properly opted out will not thereafter be subject to the preliminary

injunction described in section 7.2(l) below;

               (k)     Establishment of a procedure for any Settlement Class Member to object to the

proposed settlement and setting a postmark deadline of one hundred and five (105) days after entry of

the Preliminary Approval Order, after which no Settlement Class Member shall be allowed to object

to the proposed settlement;

               (l)     Entry of a preliminary injunction as to Plaintiffs, each Settlement Class

Member and any person or entity acting or allegedly acting on behalf of any Settlement Class

Member (directly, indirectly, representatively, as parens patriae, or in any other capacity) enjoining

them from commencing, instituting, continuing, pursuing, maintaining, prosecuting, bringing, joining

or enforcing, directly or indirectly, in any judicial, administrative, arbitral, or other forum, any

Released Claim(s), or any claim(s) relating to any action taken by a Released Party that is authorized

or required by this Agreement, court order(s), or the Judgment, pending the Final Approval Order or

termination of this Agreement, whichever occurs earlier; and

                                                    18
                (m)    Entry of a stay of all proceedings in the Action except as may be necessary to

implement the settlement or comply with or enforce the terms of the Agreement or District Court

orders.

          7.3   Denial Of Preliminary Approval Order.

                (a)    If the District Court fails for any reason to enter the Preliminary Approval

Order substantially in the form attached hereto as Exhibit B or to certify the Settlement Class for

settlement purposes consistent with the provisions hereof, this Agreement shall terminate and be of

no further force or effect without any further action by the Parties, and the Parties shall be returned to

the status quo ante with respect to the Action as if no settlement had been negotiated or entered into.

In such an event, nothing in this Agreement (as well as the negotiation, execution or implementation

of this Agreement), or filed in connection with seeking entry of the Preliminary Approval Order,

shall be construed as an admission or concession by WMC of any of the allegations raised in the

Action or any other action, of any fault, wrongdoing or liability of any kind, or of the propriety of

certification of a litigation class, nor is WMC estopped from (i) challenging those allegations in

further proceedings in the Action or in any other action, or (ii) opposing any subsequent class

certification motion(s). Moreover, the Parties shall be deemed to have preserved all of their rights or

defenses, and shall not be deemed to have waived any substantive or procedural rights of any kind

that they may have as to each other or any member of the proposed Settlement Class, including,

without limitation, the right to move to compel arbitration as to any claims that might be asserted by

any of the Plaintiffs or by any member of the proposed Settlement Class and the right to oppose any

class certification motion(s) on any ground.

          7.4   Opt-Out/Requests For Exclusion From Settlement Of Damages Claims.

                (a)    Requests For Exclusion. Members of the Settlement Class shall be given the

opportunity to opt-out of the Settlement Class. All requests by members of the Settlement Class to

                                                   19
be excluded from the Settlement Class must be in writing and mailed to the Settlement

Administrator, postmarked no later than one hundred and five (105) days after entry of the

Preliminary Approval Order. To be effective, a written request for exclusion also must be personally

signed by the member of the Settlement Class and must include: (i) the member of the Settlement

Class’s name, address, telephone number; (ii) the account number(s) of the person’s loan(s); (iii) a

sentence confirming that he or she is a member of the Settlement Class; and (iv) the following

statement: “I request to be excluded from the Settlement Class in Steele et al v. GE Money Bank,

et al., United States District Court, Northern District of Illinois, 08-CV-1880.” No member of the

Settlement Class, or any person acting on behalf of or in concert or participation with that

member of the Settlement Class, may exclude any other member of the Settlement Class from

the Settlement Class, except in the case of joint borrowers or co-borrowers.

               (b)     Delivery To Parties/Filing With District Court. The Settlement Administrator

shall provide copies of the original requests for exclusion to the Parties by no later than fifteen (15)

days after the opt-out deadline. Not later than ten (10) days before the Final Fairness Hearing, the

Settlement Administrator shall file with the District Court a declaration that lists all of the opt-outs

received.

               (c)     Effect. All members of the Settlement Class who timely and properly exclude

themselves from the Settlement Class will not be eligible to receive any payment or other relief

pursuant to the settlement or be bound by any further orders or judgments in the Action, and will

preserve their ability independently to pursue any individual claims for damages they may have

against WMC by filing their own action at their own expense subject to all of WMC’s defenses. In

the event of ambiguity as to whether a member of the Settlement Class has requested to be excluded

(such as through a submission of both a request for exclusion and a claim form, or through an unclear




                                                    20
potential request for exclusion), the member of the Settlement Class shall be deemed not to have

requested exclusion.

               (d)     Right To Withdraw For Excessive Opt-Outs. If the number of members of the

Settlement Class who timely and properly request exclusion from the Settlement Class exceeds the

Opt-Out Limit contained in the Confidential Letter Agreement, WMC may terminate the Agreement

in its sole discretion, in which event this Agreement shall terminate and be of no further force or

effect without any further action by the Parties and the Parties shall be returned to the status quo ante

with respect to the Action as if no settlement had been negotiated or entered into. If WMC exercises

this right to declare the Agreement void, it shall provide Plaintiffs’ Counsel with written notice of

this election no later than thirty (30) days after the opt-out deadline. In such an event, nothing in this

Agreement (as well as the negotiation, execution or implementation of this Agreement), or filed in

connection with seeking entry of the Preliminary Approval Order, or the Preliminary Approval

Order, shall be construed as an admission or concession by WMC of any of the allegations raised in

the Action or any other action, of any fault, wrongdoing or liability of any kind, or of the propriety of

certification of a litigation class, nor is WMC estopped from (i) challenging those allegations in

further proceedings in the Action or in any other action, or (ii) opposing any subsequent class

certification motion(s). Moreover, the Parties shall be deemed to have preserved all of their rights or

defenses, and shall not be deemed to have waived any substantive or procedural rights of any kind

that they may have as to each other or any member of the proposed Settlement Class, including,

without limitation, the right to move to compel arbitration as to any claims that might be asserted by

any of the Plaintiffs or by any member of the proposed Settlement Class and the right to oppose any

class certification motion(s) on any ground. The Parties agree to maintain the Opt-Out Limit and the

Confidential Letter Agreement concerning it in strict confidence, except as appropriate for: (i) in

camera review by the District Court, (ii) compliance with the Class Action Fairness Act, (iii)

                                                    21
compliance with a court order(s), (iv) as a Party may reasonably deem to be otherwise required by

law or regulation in the Party’s sole discretion, or (v) as otherwise agreed by the Parties.

       7.5     Objections To Settlement.

               (a)     Right To Object. Any Settlement Class Member who timely and properly has

filed an objection may appear at the Final Fairness Hearing to argue that the proposed settlement

should not be approved and/or to oppose the application of Settlement Class Counsel for an award of

attorneys’ fees and costs and/or the proposed service awards to Plaintiffs.

               (b)     Deadline. Any such objection must be filed with the Clerk of the United

States District Court for the Northern District of Illinois, Eastern Division, United States Courthouse,

219 South Dearborn Street, Chicago, IL 60604, postmarked no later than one hundred and five (105)

days after entry of the Preliminary Approval Order. Copies of all objections also must be mailed to

each of the following, postmarked by the last day to file the objection: Settlement Class Counsel:

Gary Klein, Esq., Roddy Klein & Ryan, 727 Atlantic Ave., Boston, MA 02111; and counsel for

WMC: Jay Fastow, Esq., Dickstein Shapiro LLP, 1633 Broadway, New York, NY 10019.

               (c)     Content Of Objections. All objections must include: (i) the objector’s name,

address and telephone number; (ii) the account number of the loan(s); (iii) a sentence confirming that

he or she is a Settlement Class Member; (iv) the factual basis and legal grounds for the objection; (v)

the identity of witnesses (if any) whom the objector may call to testify at the Final Fairness Hearing;

and (vi) copies of exhibits (if any) the objector intends to offer into evidence at the Final Fairness

Hearing.

           VIII. FINAL APPROVAL OF SETTLEMENT AND OTHER CONDITIONS

       8.1     Final Approval Order. On a date to be set by the District Court, Plaintiffs will petition

the District Court for an order granting final approval of this settlement, and entering Judgment in the




                                                    22
Action, substantially in the forms attached hereto as Exhibits E and F respectively. The Final

Approval Order will provide:

               (a)     That any applicable requirements of the Class Action Fairness Act have been

met;

               (b)     That the Action, for purposes of this settlement only, may be maintained as a

class action on behalf of the Settlement Class;

               (c)     That Plaintiffs fairly and adequately represent the interests of the Settlement

Class;

               (d)     That Settlement Class Counsel adequately represent Plaintiffs and the

Settlement Class;

               (e)     That notice to the Settlement Class was provided in conformance with the

Agreement and the Preliminary Approval Order, and that such notice satisfied the requirements of

due process, the Federal Rules of Civil Procedure and any other applicable laws;

               (f)     That the settlement is fair, reasonable and adequate to the Settlement Class,

and that each Settlement Class Member shall be bound by the settlement, including, without

limitation, the release contained in Section 5 above;

               (g)     That the settlement represents a fair resolution of all claims asserted on behalf

of the Settlement Class and should, and does, fully and finally resolve all such claims;

               (h)     That this Agreement should be, and is, approved;

               (i)     The amount of attorneys’ fees and costs, and service awards, which may be

paid from the Settlement Fund;

               (j)     Confirmation of the opt-outs from the settlement;

               (k)     Overrule any objections to the settlement;




                                                   23
               (l)     Dismissal, on the merits and with prejudice, all claims in the Action, including

the Third Amended Complaint with prejudice, and permanently enjoin Plaintiffs and Settlement

Class Members from prosecuting any legal proceeding against any Released Party with respect to the

Released Claims or actions taken by a Released Party that are authorized or required by this

Agreement, the Preliminary Approval Order, the Final Approval Order, or the Judgment, and enter

Judgment thereon, and

               (m)     For retention of jurisdiction of all matters relating to enforcement of the Final

Approval Order and the Judgment.

                             IX.     TERMINATION OF AGREEMENT

           This Agreement is conditioned upon Final Settlement Approval. In the event that Final

Settlement Approval does not occur or the Agreement otherwise terminates, this Agreement shall

terminate and be of no further force or effect without any further action by the Parties, and the Parties

shall be returned to the status quo ante with respect to the Action as if no settlement had been

negotiated or entered into. In such an event, nothing in (1) this Agreement (as well as the

negotiation, execution or implementation of this Agreement), (2) the Preliminary Approval Order, the

Final Approval Order, or the Judgment, or (3) filed in connection with seeking entry of or the

Preliminary Approval Order, the Final Approval Order, or the Judgment, shall be construed as an

admission or concession by WMC of any of the allegations raised in the Action or any other action,

of any fault, wrongdoing or liability of any kind, or of the propriety of certification of a litigation

class, nor is WMC estopped from (i) challenging those allegations in further proceedings in the

Action or in any other action, or (ii) opposing any subsequent class certification motion(s).

Moreover, the Parties shall be deemed to have preserved all of their rights or defenses, and shall not

be deemed to have waived any substantive or procedural rights of any kind that they may have as to

each other or any member of the proposed Settlement Class, including, without limitation, the right to


                                                    24
move to compel arbitration as to any claims that might be asserted by any of the Plaintiffs or by any

member of the proposed Settlement Class and the right to oppose any class certification motion(s) on

any ground.

                                 X.      FURTHER PROVISIONS

       10.1    Further Assurance. Each of the Parties shall execute all documents and perform all

acts necessary and proper to effectuate the terms of this Agreement.

       10.2    Publicity And Non-Disparagement.

               (a)     Plaintiffs and Plaintiffs’ Counsel shall refrain from disparaging any Released

Party, or any brand of any Released Party, or taking any action designed to harm the public

perception of any Released Party, regarding any issue related to the settlement or the Action. None

of the Parties or their counsel shall issue any press release or otherwise communicate with the media

regarding this Agreement or the settlement contemplated hereby except as set forth herein or as

he/she/it may reasonably deem to be required by law or regulation in the Party’s or the Party’s

counsel’s sole discretion. Prior to submission of the settlement to the District Court for preliminary

approval, the Parties shall work in good faith to develop a joint agreed statement regarding the

settlement which may be made publicly available (following the beginning of mailing to the

members of the Settlement Class of the Direct Mail Notice) and develop joint agreed responses to

likely questions from members of the Settlement Class, as well as to provide informational materials

to be used by the Settlement Administrator.

               (b)     Settlement Class Counsel may respond to direct communications from

Settlement Class Members regarding the settlement.

       10.3    Entire Agreement. Other than the Confidential Letter Agreement, this Agreement

constitutes the entire agreement between and among the Parties with respect to the settlement of the

Action. This Agreement supersedes all prior negotiations and agreements, including, without


                                                  25
limitation, the term sheet signed at the May 18, 2010 mediation. The Parties, and each of them,

represent and warrant that no other Party, or any agent or attorney of any other Party, has made any

promise, representation or warranty whatsoever not contained in this Agreement or the Confidential

Letter Agreement to induce them to execute the same. The Parties, and each of them, represent and

warrant that they have not executed this Agreement or the Confidential Letter Agreement in reliance

on any promise, representation or warranty not contained in this Agreement or the Confidential Letter

Agreement.

       10.4    Confidentiality.

               (a)     Any and all drafts of this Agreement and other documents relating to the

negotiations between the Parties will remain confidential and will not be disclosed except as

necessary to obtain preliminary and/or final court approval or otherwise to implement or enforce the

terms of this Agreement, the Preliminary Approval Order, the Final Approval Order and/or the

Judgment. This provision will not prohibit the Parties from submitting this Agreement or drafts of

this Agreement and other documents relating to the negotiations between the Parties in order to

obtain preliminary and/or final approval of the settlement or otherwise to implement or enforce the

terms of this Agreement, the Preliminary Approval Order, the Final Approval Order and/or the

Judgment.

               (b)     Pursuant to the terms of the Protective Order and Confidentiality Agreement in

the Action, any materials produced or provided by a Party that contain confidential or highly

confidential material, including, but not limited to, the originals and all copies, shall be returned or

disposed of in accordance with the terms of the Protective Order and Confidentiality Agreement. For

the avoidance of doubt, nothing in this Agreement or in the Protective Order and Confidentiality

Agreement shall prevent any Party from implementing or enforcing the terms of this Agreement, the

Preliminary Approval Order, the Final Approval Order and/or the Judgment.

                                                    26
       10.5    This Agreement Is Not An Admission. The Parties hereto agree that this Agreement,

and any and all negotiations, documents and discussions associated with it, shall be without prejudice

to the rights, positions or privileges of any Party (except as expressly provided for in this

Agreement), and shall not be deemed or construed to be an admission or evidence of any violation of

any statute, law, rule, regulation or principle of common law or equity, or of any liability or

wrongdoing, by WMC or any other Released Party, or of the truth of any of the claims alleged or

allegations made in the Action, and evidence thereof shall not be discoverable or used, directly or

indirectly, in any way, whether in the Action or in any other action or proceeding, except for

purposes of demonstrating, describing, implementing or enforcing the terms of this Agreement, the

Preliminary Approval Order, the Final Approval Order and/or the Judgment.

       10.6    Successors And Assigns. The Agreement shall be binding upon, and inure to the

benefit of, the heirs, successors and assigns of the Parties.

       10.7    Competency Of Parties. The Parties, and each of them, acknowledge, warrant,

represent and agree that in executing and delivering this Agreement, they do so freely, knowingly and

voluntarily, that they had an opportunity to and did discuss its terms and their implications with legal

counsel, that they are fully aware of the contents and effect of the Agreement, and that such

execution and delivery is not the result of any fraud, duress, mistake or undue influence whatsoever.

       10.8    Authority. The person signing this Agreement on behalf of WMC warrants and

represents that he or she is authorized to sign on WMC’s behalf. Each of the Plaintiffs has personally

signed this Agreement.

       10.9    Modification. No modification of, or amendment to, this Agreement shall be valid

unless it is in writing and signed by all Parties hereto or agreed to on the record in the District Court

and approved by the District Court.




                                                    27
         10.10 Construction. Each of the Parties has cooperated in the drafting and preparation of

this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be

construed against any of the Parties on the basis that such Party was deemed to be the drafter. Before

declaring any provision of this Agreement invalid, the court shall first attempt to construe the

provision valid to the fullest extent possible consistent with applicable precedent so as to find all

provisions of this Agreement valid and enforceable. After applying this rule of construction and still

finding a provision invalid, the court shall thereupon interpret that provision to the fullest extent

possible to otherwise enforce that provision. The invalidity of any one provision shall not render this

Agreement otherwise invalid and unenforceable unless the provision found to be invalid materially

affects the terms of this Agreement after application of the rules of construction set forth in this

paragraph.

         10.11 No Waiver. The failure of any of the Parties to enforce at any time any provision of

this Agreement shall not be construed to be a waiver of such provision, or any other provision, nor in

any way to affect the validity of this Agreement or any part hereof, or the right of any of the Parties

thereafter to enforce that provision or each and every other provision. No waiver of any breach of

this Agreement shall constitute or be deemed a waiver of any other breach.

         10.12 Governing Law. This Agreement shall be governed by, and construed and enforced in

accordance with, the laws of the State of Illinois.

         10.13 Notices/Communications. All requests, demands, claims and other communications

hereunder shall: (a) be in writing; (b) be delivered by U.S. Mail and facsimile; (c) be deemed to have

been duly given on the date received; and (d) be addressed to the intended recipient as set forth

below:




                                                      28
If to Plaintiffs or the Settlement Class:
Gary Klein, Esq.
Roddy Klein & Ryan
727 Atlantic Ave.
Boston, MA 02111]
Fax Number: (617) 357-5030

If to WMC:
Jay N. Fastow, Esq.
Dickstein Shapiro LLP
1633 Broadway
New York, NY 10019-6708
Fax Number: (212) 277-6501


Each of the Parties may change the address to which requests, demands, claims or other

communications hereunder are to be delivered by giving the other Parties notice in the manner set

forth herein.

       10.14 Headings. The headings used in this Agreement are for the convenience of the reader

only and shall not affect the meaning or interpretation of this Agreement.

       10.15 Counterparts. This Agreement may be executed in one or more counterparts and, if so

executed, the various counterparts shall be and constitute one instrument for all purposes and shall be

binding on each of the Parties that executed it, provided, however, that none of the Parties shall be

bound unless and until all Parties have executed this Agreement. For convenience, the several




                                                   29
Approved as to form and content:    RODDY ICLEIN & RYAN


Dated: August _ , 2010              By:_
                                             Attorneys for Plaintiffs


                                    BONNETT FAIRBOURN FRIEDMAN &
                                    BALINT, P.C.


Dated; August       ,2010           By:
                                             Attorneys for Plaintiffs


                                    LAW OFFICES OF AL HOFELD JR., LLC


Dated: August       ,2010           By:
                                             Attorneys for Plaintiffs


                                    MILLER LAW LLC


Dated: A u g u s t ^ , 2010
                                             Attorneys for Plaintiffs


                                    ROBBINS GELLER RUDMAN & DOWD


Dated: August       ,2010           By:
                                             Attorneys for Plaintiffs


                                    CHAVEZ & GERTLER LLP


Dated: August       ,2010           By:_
                                             Attorneys for Plaintiffs




                                   31

								
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