Common use of The Settlement Administrator Clause in Contracts

The Settlement Administrator. Defendants shall engage KCC to serve as the Settlement Administrator. KCC shall be responsible for all matters relating to the administration of this Settlement, as set forth below. Those responsibilities include, but are not limited to: 5.1 administering the Settlement Class notice as set forth in Paragraph 8 below; 5.2 assisting in all matters pertaining to claim forms, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiries, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining to the Settlement Fund; (ii) listing each Settlement Class Member who timely and validly opted out of the Settlement; and performing any other tasks reasonably required to effectuate the Settlement. All fees and costs of KCC, including the costs associated with providing notice to the Settlement Class, shall be paid by Defendants out of the Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to Defendants.

The Settlement Administrator. Defendants (a) The Settlement Administrator shall engage KCC to serve as execute a retainer agreement providing, among other things, that the Settlement Administrator. KCC Administrator shall be responsible bound by and shall perform the obligations imposed on it under the terms of this Agreement. The retainer agreement shall include provisions requiring that all Class Member data shall be strictly confidential and secured by the Settlement Administrator by means of data security measures that meet the requirements of 12 CFR § 748, and appendices thereto, and shall not be disclosed other than as provided for all matters relating under the terms of this Agreement or as ordered by the Court. (b) The Settlement Administrator shall be subject to the jurisdiction of the Court with respect to the administration of this Settlement, Agreement. (c) The Settlement Administrator shall keep all information regarding members of the Classes confidential except as set forth belowotherwise provided herein. Those responsibilities include, but are not limited to: 5.1 administering All data created and/or obtained and maintained by the Settlement Administrator pursuant to this Agreement shall be destroyed twelve (12) months after the Final Report is submitted to the Court, provided that Class notice as set forth in Paragraph 8 below;Counsel and Defendant’s Counsel, or either of them, at their own cost, shall receive a complete copy of the Settlement Administrator’s records, together with a declaration establishing completeness and authenticity, which they may maintain consistent with their own document retention policies. To the extent Class Counsel receives a copy of the class list, it shall be subject to a protective order and shall not be used for any purposes other than the implementation of this Agreement. 5.2 assisting in (d) The Settlement Administrator also shall be responsible for timely and properly filing all matters pertaining to claim formstax returns necessary or advisable, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiriesif any, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining respect to the Settlement Fund; . Except as provided herein, Class Members shall be responsible for their own tax reporting of payments or credits received under the terms of this Agreement. (iie) listing each The Settlement Administrator shall provide the data in its administration database to Defendant's Counsel and/or Class Member who timely and validly opted out Counsel in response to any written request, including an email request. The written request shall be copied to the other party when made. Such information shall be used only for purposes of the Settlement; and performing any other tasks reasonably required to effectuate the Settlement. All fees and costs implementation of KCC, including the costs associated with providing notice to the Settlement Class, shall be paid by Defendants out of the Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to Defendants.

The Settlement Administrator. Defendants (a) The Settlement Administrator shall engage KCC to serve as be selected by Class Counsel in consultation with the Defendant and Defendant's Counsel. (b) The Settlement Administrator shall execute a retainer agreement that shall provide, among other things, that the Settlement Administrator. KCC Administrator shall be responsible bound by and shall perform the obligations imposed on it under the terms of this Agreement. The retainer agreement shall include provisions requiring that all Class Member data shall be strictly confidential and secured by the Settlement Administrator by means of data security measures that meet the requirements of 12 C.F.R. § 748, and appendices thereto, and shall not be disclosed other than as provided for all matters relating under the terms of this Agreement or as ordered by the Court. (c) The Settlement Administrator shall be subject to the jurisdiction of the Court with respect to the administration of this SettlementAgreement. (d) The Settlement Administrator shall keep all information regarding Class Members and Defendant confidential except as otherwise provided herein. All data created and/or obtained and maintained by the Settlement Administrator pursuant to this Agreement shall be destroyed twelve (12) months after the Final Report is submitted to the Court, provided that Class Counsel and Defendant's Counsel, or either of them, at their own cost, shall receive a complete copy of the Settlement Administrator's records, together with a declaration establishing completeness and authenticity, which they may maintain consistent with their own document retention policies. To the extent Class Counsel receives a copy of the class list, it shall be subject to the terms of the Stipulated Protective Order entered in this Action on September 11, 2020, and shall not be used for any purposes other than the implementation of this Agreement. (e) The Settlement Administrator also shall be responsible for timely and properly filing all tax returns necessary or advisable, if any, with respect to the Settlement Fund and the Escrow Account. While Defendant will issue 1099-Cs to certain Class Members in connection with the forgiveness of Uncollected Amounts, Class Members shall be responsible for their own tax reporting of payments or credits received under the terms of this Agreement. (f) The Settlement Administrator shall provide the data in its administration database to Defendant's Counsel and/or Class Counsel in response to any written request, including an email request. The written request shall be copied to the other Party when made. Such information shall be used only for purposes of the implementation of this Agreement. (g) The duties of the Settlement Administrator, in addition to other responsibilities that are described in the preceding paragraphs and elsewhere in this Agreement, are as set forth below. Those responsibilities includefollows: (i) Use the name, email, and postal address information for Class Members provided by Defendant in connection with the Notice for the purpose of mailing or emailing the Notice and later mailing Settlement Class Member Payment checks to Former Customers; (ii) Establish and maintain a Post Office box for the receipt of exclusion/opt out requests and objections; (iii) Establish and maintain the Settlement Website; (iv) Establish and maintain an automated toll-free telephone number for Class Members to call with settlement-related inquires and answer frequently asked questions of Class Members who call with or otherwise communicate such inquiries; (v) Respond to any mailed Class Member inquiries; (vi) Process all requests for exclusion from the Class; (vii) Provide weekly reports to Class Counsel and Defendant's Counsel that summarize the number of requests for exclusion and/or objections received that week, the total number of exclusion requests and/or objections received to date and other pertinent information; (viii) In advance of the Final Approval Hearing, prepare an affidavit or declaration to submit to the Court confirming Notice was completed, describing how the Notices were completed, providing information on the Class Members who timely and properly opted-out from the APSN Fee Class or the Retry Fee Class and those Class Members who timely filed objections, and any other information as may be necessary to allow the Parties to seek and obtain Final Approval; (ix) Pay invoices, expenses and costs upon approval by Class Counsel and Defendant's Counsel; (x) Prepare a Final Report of all receipts and disbursements from the Settlement Fund; (xi) Any other Settlement administration related functions at the instruction of Class Counsel and Defendant's Counsel, including, but are not limited to: 5.1 administering the Settlement Class notice as set forth in Paragraph 8 below; 5.2 assisting in all matters pertaining to claim forms, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiries, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel verifying that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining to the Settlement Fund; (ii) listing each Settlement Class Member who timely and validly opted out of the Settlement; and performing any other tasks reasonably required to effectuate the Settlement. All fees and costs of KCC, including the costs associated with providing notice to the Settlement Class, shall be paid by Defendants out of the Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to Defendantshas been distributed.

The Settlement Administrator. 48. The Parties agree to the appointment of ▇▇▇▇ Administration, LLC as Settlement Administrator to perform the services described herein. Defendants shall engage KCC to serve as be solely responsible for the payment of the Settlement Administrator’s fees and costs, including all of the costs of notice and settlement administration. 49. KCC The Settlement Administrator shall be responsible for all matters relating to the administration of this Settlement, as set forth below. Those responsibilities include, but are not limited to: 5.1 administering the Settlement Class notice as set forth in Paragraph 8 below; 5.2 assisting in all matters pertaining to claim forms, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiries, assist with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration processvarious administrative tasks, including, upon requestwithout limitation, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest mailing or arranging for the compliance with mailing of the provisions of this Settlement Agreement related to Class Mailed Notice, emailing the Emailed Notice and the disbursement of and accounting pertaining submitting to the Settlement FundParties and the Court an affidavit detailing same and offering proof thereof; (ii) listing handling returned mail not delivered and making any additional mailings required under the terms of the Agreement; (iii) responding, as necessary, to inquiries from Settlement Class Members; (iv) providing to Class Counsel and Counsel for Defendants within five (5) business days of receipt copies of all objections, motions to intervene, notices of intention to appear, and requests for exclusion from the Settlement Class; (v) preparing a list of all Persons who timely requested exclusion from the Settlement Class and submitting to the Court the Opt-Out List and supporting affidavit; (vi) preparing a list of all Persons who submitted objections to the settlement and submitting an affidavit testifying to the accuracy of that list; and (vii) promptly responding to requests for information and documents from Class Counsel, Defendants, and Defendants’ Counsel. 50. The Settlement Administrator shall rent a post office box to be used for receiving requests for exclusion, objections, notices of intention to appear, and any other settlement-related communications. Only the Settlement Administrator, the Court, the Clerk of the Court, and their designated agents shall have access to this post office box, except as otherwise expressly provided in this Agreement. 51. The Settlement Administrator shall establish procedures and capabilities for receiving and processing Claim Forms and Electronic Claim Forms. 52. The Parties agree to notify each other of the receipt of any request for exclusion or objection to this settlement received from a potential Settlement Class Member who timely and validly opted out within two (2) business days of the Settlement; and performing any other tasks reasonably required to effectuate the Settlement. All fees and costs of KCC, including the costs associated with providing notice to the Settlement Class, shall be paid by Defendants out of the Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to Defendantsreceipt.

The Settlement Administrator. Defendants (a) The Settlement Administrator shall engage KCC to serve as be selected by Class Counsel in consultation with the Defendant and Defendant’s Counsel. (b) The Settlement Administrator shall execute a retainer agreement that shall provide, among other things, that the Settlement Administrator. KCC Administrator shall be responsible bound by and shall perform the obligations imposed on it under the terms of this Agreement. The retainer agreement shall include provisions requiring that all Class Member data shall be strictly confidential and secured by the Settlement Administrator by means of data security measures that meet the requirements of 12 C.F.R. § 748, and appendices thereto, and shall not be disclosed other than as provided for all matters relating under the terms of this Agreement or as ordered by the Court. (c) The Settlement Administrator shall be subject to the jurisdiction of the Court with respect to the administration of this SettlementAgreement. (d) The Settlement Administrator shall keep all information regarding Class Members and Defendant confidential except as otherwise provided herein. All data created and/or obtained and maintained by the Settlement Administrator pursuant to this Agreement shall be destroyed twelve (12) months after the Final Report is submitted to the Court, provided that Class Counsel and Defendant’s Counsel, or either of them, at their own cost, shall receive a complete copy of the Settlement Administrator's records, together with a declaration establishing completeness and authenticity, which they may maintain consistent with their own document retention policies. To the extent Class Counsel receives a copy of the class list, it shall be subject to the terms of the Southern District of Indiana’s Uniform Stiulated Protective Order and shall not be used for any purposes other than the implementation of this Agreement. (e) The Settlement Administrator also shall be responsible for timely and properly filing all tax returns necessary or advisable, if any, with respect to the Settlement Fund and the Escrow Account. While Defendant will issue 1099-Cs to certain Class Members in connection with the forgiveness of Uncollected Amounts, Class Members shall be responsible for their own tax reporting of payments or credits received under the terms of this Agreement. (f) The Settlement Administrator shall provide the data in its administration database to Defendant’s Counsel and/or Class Counsel in response to any written request, including an email request. The written request shall be copied to the other Party when made. Such information shall be used only for purposes of the implementation of this Agreement. (g) The duties of the Settlement Administrator, in addition to other responsibilities that are described in the preceding paragraphs and elsewhere in this Agreement, are as set forth below. Those responsibilities includefollows: (i) Use the name, email, and postal address information for Class Members provided by Defendant in connection with the Notice for the purpose of mailing or emailing the Notice and later mailing Settlement Class Member Payment checks to Former Customers; (ii) Establish and maintain a Post Office box for the receipt of exclusion/opt out requests and objections; (iii) Establish and maintain the Settlement Website; (iv) Establish and maintain an automated toll-free telephone number for Class Members to call with settlement-related inquires and answer frequently asked questions of Class Members who call with or otherwise communicate such inquiries; (v) Respond to any mailed Class Member inquiries; (vi) Process all requests for exclusion from the Class; (vii) Provide weekly reports to Class Counsel and Defendant’s Counsel that summarize the number of requests for exclusion and/or objections received that week, (viii) In advance of the Final Approval Hearing, prepare an affidavit or declaration to submit to the Court confirming Notice was completed, describing how the Notices were completed, providing information on the Class Members who timely and properly opted-out from the APSN Fee Class or the Retry Fee Class and those Class Members who timely filed objections, and any other information as may be necessary to allow the Parties to seek and obtain Final Approval; (ix) Pay invoices, expenses and costs upon approval by Class Counsel and Defendant’s Counsel; (x) Prepare a Final Report of all receipts and disbursements from the Settlement Fund; (xi) Any other Settlement administration related functions at the instruction of Class Counsel and Defendant’s Counsel, including, but are not limited to: 5.1 administering the Settlement Class notice as set forth in Paragraph 8 below; 5.2 assisting in all matters pertaining to claim forms, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiries, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel verifying that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining to the Settlement Fund; (ii) listing each Settlement Class Member who timely and validly opted out of the Settlement; and performing any other tasks reasonably required to effectuate the Settlement. All fees and costs of KCC, including the costs associated with providing notice to the Settlement Class, shall be paid by Defendants out of the Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to Defendantshas been distributed.

The Settlement Administrator. Defendants shall engage KCC to serve as 1. The duties of the Settlement Administrator. KCC , in addition to any other responsibilities that are described in this Settlement Agreement, shall be responsible for all matters relating to the administration of this Settlement, as set forth below. Those responsibilities include, but are not limited to: 5.1 administering the (a) Providing Notice to Settlement Class notice Members as set forth in Paragraph 8 belowthis Settlement Agreement (with the exception of disseminating the SMS Notice, which shall be disseminated by AT&T); 5.2 assisting (b) Receiving and processing Claims pursuant to the Claims Process described in all matters pertaining this Settlement Agreement, and providing updates to claim forms, such as helping class members in completing claim forms Settlement Class Counsel and payment of claims described belowAT&T’s Counsel regarding the Claims and Claims Process, as well as receiving the claim formsprovided in this Settlement Agreement; 5.3 (c) Establishing and maintaining the Settlement ClassWebsite; 5.4 responding to class members’ inquiries, with (d) Establishing and maintaining the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposesToll-Free Number; 5.5 determining whether a (e) Responding to inquiries from Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determinationMembers; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for (f) Keeping a single telephone number, as only one claimant may recover for a particular telephone numberclear and careful record of all communications with Settlement Class Members and all administration expenses; 5.7 providing (g) Establishing and maintaining a list of accepted post office box for requests for exclusion, objections, and rejected claims to counsel for other correspondence from Settlement Class Members; (h) Processing and determining the Parties at the request validity of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel requests for the Partiesexclusion by Settlement Class Members; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest Receiving objections mailed by Settlement Class Members; (j) Providing copies to Settlement Class Counsel and AT&T’s Counsel of all requests for exclusion, objections, and other correspondence received from Settlement Class Members. (k) Providing interim reports on request, and, within ten (10) days after the Exclusion/Objection Deadline (as defined in Section VII herein), a final report to Settlement Class Counsel and AT&T’s Counsel summarizing the number of requests for exclusion received during that period, the total number of requests for exclusion received to date, the names and addresses of persons in the Settlement Class who submitted a request for exclusion, and any other pertinent information requested by Settlement Class Counsel or AT&T’s Counsel; (l) In advance of the Fairness Hearing, preparing an affidavit, to submit to the Court, affirming its compliance with the Notice and settlement administration provisions of this Settlement Agreement related to Class Notice Agreement, and the disbursement of and accounting pertaining to identifying any persons in the Settlement Fund; (ii) listing each Settlement Class Member who submitted timely and validly opted out of valid requests for exclusion; (m) Preparing the Settlement; Settlement Payee List and performing Payment List as provided in this Settlement Agreement; (n) Processing and transmitting distributions from the Settlement Fund and Settlement Fund Account as provided in this Settlement Agreement; (o) Paying any invoices, expenses, taxes, fees, and other tasks reasonably required to effectuate the Settlement. All fees and costs of KCC, including the costs associated with providing notice to the administration of this Settlement Class, shall be paid as contemplated by Defendants out of the this Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant required by law; and (p) Performing any other settlement administration-related functions reasonably necessary to effectuate this Settlement Agreement, Defendants shall remain responsible for any costs with the consent of administration expended both Settlement Class Counsel and AT&T’s Counsel, or as of approved by the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to DefendantsCourt.

The Settlement Administrator. Defendants (a) The Settlement Administrator shall engage KCC to serve as execute a retainer agreement providing, among other things, that the Settlement Administrator. KCC Administrator shall be responsible bound by and shall perform the obligations imposed on it under the terms of this Agreement. The retainer agreement shall include provisions requiring that all Class Member data shall be strictly confidential and secured by the Settlement Administrator by means of recognized data security measures, and shall not be disclosed other than as provided for all matters relating under the terms of this Agreement or as ordered by the Court. (b) The Settlement Administrator shall be subject to the jurisdiction of the Court with respect to the administration of this Settlement, Agreement. (c) The Settlement Administrator shall keep all information regarding members of the Classes confidential except as set forth belowotherwise provided herein. Those responsibilities include, but are not limited to: 5.1 administering All data created and/or obtained and maintained by the Settlement Administrator pursuant to this Agreement shall be destroyed twelve (12) months after the Final Report is submitted to the Court, provided that Class notice as set forth Counsel and Defendant’s Counsel, or either of them, at their own cost, shall receive a complete copy of the Settlement Administrator’s records, together with a declaration establishing completeness and authenticity, which they may maintain consistent with their own document retention policies. Class Member names and/or contact information shall not be provided to Class Counsel unless ordered by the Court. To the extent Class Counsel inadvertently receives a copy of the class list, or any part of it, it shall be subject to the protective order issued in Paragraph 8 below;this case and shall not be used for any purposes other than the implementation of this Agreement. 5.2 assisting in (d) The Settlement Administrator also shall be responsible for timely and properly filing all matters pertaining to claim formstax returns necessary or advisable, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiriesif any, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining respect to the Settlement Fund; . Except as provided herein, Class Members shall be responsible for their own tax reporting of payments or credits received under the terms of this Agreement. (iie) listing each The Settlement Administrator shall provide the data in its administration database to Defendant's Counsel and/or Class Member who timely and validly opted out Counsel in response to any written request, including an email request. The written request shall be copied to the other party when made. Such information shall be used only for purposes of the Settlement; and performing any other tasks reasonably required to effectuate the Settlement. All fees and costs implementation of KCC, including the costs associated with providing notice to the Settlement Class, shall be paid by Defendants out of the Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to Defendants.

The Settlement Administrator. Defendants shall engage KCC to serve as 1. The duties of the Settlement Administrator. KCC , in addition to any other responsibilities that are described in this Settlement Agreement, shall be responsible for all matters relating to the administration of this Settlement, as set forth below. Those responsibilities include, but are not limited to: 5.1 administering the (a) Providing Notice to Settlement Class notice Members as set forth in Paragraph 8 belowthis Settlement Agreement (with the exception of disseminating the SMS Notice and Reminder SMS Notice, which shall be disseminated by AT&T); 5.2 assisting (b) Receiving and processing Claims pursuant to the Claims Process described in all matters pertaining this Settlement Agreement, and providing updates to claim forms, such as helping class members in completing claim forms Settlement Class Counsel and payment of claims described belowAT&T’s Counsel regarding the Claims and Claims Process, as well as receiving the claim formsprovided in this Settlement Agreement; 5.3 (c) Establishing and maintaining the Settlement ClassWebsite; 5.4 responding to class members’ inquiries, with (d) Establishing and maintaining the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposesToll-Free Number; 5.5 determining whether a (e) Responding to inquiries from Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determinationMembers; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for (f) Keeping a single telephone number, as only one claimant may recover for a particular telephone numberclear and careful record of all communications with Settlement Class Members and all administration expenses; 5.7 providing (g) Establishing and maintaining a list of accepted post office box for requests for exclusion, objections, and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Partiesother correspondence from Settlement Class Members; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline (h) Establishing and maintaining an email address for claims to be submitted to KCC; andrequests for exclusion by email and other correspondence from Settlement Class Members; 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest Processing and determining the validity of any requests for exclusion by Settlement Class Members; (j) Receiving any objections mailed by Settlement Class Members to the Settlement Administrator; (k) Providing copies to Settlement Class Counsel and AT&T’s Counsel of all requests for exclusion, objections, and other correspondence received from Settlement Class Members; (l) Providing interim reports on request, and, within ten days after the Exclusion/Objection Deadline (as defined in Sections VII.A & VIII.A herein), a final report to Settlement Class Counsel and AT&T’s Counsel summarizing the number of requests for exclusion received during that period, the total number of requests for exclusion received to date, the names and addresses of persons in the Settlement Class who submitted a request for exclusion, and any other pertinent information requested by Settlement Class Counsel or AT&T’s Counsel; (m) In advance of the Fairness Hearing, preparing an affidavit, to submit to the Court, affirming its compliance with the Notice and settlement administration provisions of this Settlement Agreement related to Class Notice Agreement, and the disbursement of and accounting pertaining to identifying any persons in the Settlement Fund; (ii) listing each Settlement Class Member who submitted timely and validly opted out of valid requests for exclusion; (n) Preparing the Settlement; Settlement Payee List and performing Payment List as provided in this Settlement Agreement; (o) Processing and transmitting distributions from the Settlement Fund and Settlement Fund Account as provided in this Settlement Agreement; (p) Paying any invoices, expenses, taxes, fees, and other tasks reasonably required to effectuate the Settlement. All fees and costs of KCC, including the costs associated with providing notice to the administration of this Settlement Class, shall be paid as contemplated by Defendants out of the this Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant required by law; and (q) Performing any other settlement administration-related functions reasonably necessary to effectuate this Settlement Agreement, Defendants shall remain responsible for any costs with the consent of administration expended both Settlement Class Counsel and AT&T’s Counsel, or as of approved by the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to DefendantsCourt.

The Settlement Administrator. Defendants shall engage KCC In addition to serve as the other obligations provided for under the terms of this Agreement, the Settlement Administrator. KCC Administrator shall have the following obligations: (a) The Settlement Administrator shall execute a retainer agreement providing, among other things, that the Settlement Administrator shall be responsible bound by and shall perform the obligations imposed on it under the terms of this Agreement. The retainer agreement shall include provisions requiring that all Class Member data shall be strictly confidential and secured by the Settlement Administrator by means of recognized data security measures, and shall not be disclosed other than as provided for all matters relating under the terms of this Agreement or as ordered by the Court. (b) The Settlement Administrator shall be subject to the jurisdiction of the Court with respect to the administration of this SettlementAgreement. (c) The Settlement Administrator shall make the payments from the Settlement Fund as provided for in Section 8, above. (d) The Settlement Administrator shall calculate the payments and/or credits owing to Class Members based on calculations provided by Ankura Consulting, as set forth belowverified by Class Counsel. (e) The Settlement Administrator shall keep all information regarding members of the Classes confidential except as otherwise provided herein. Those responsibilities include, but are not limited to: 5.1 administering All data created and/or obtained and maintained by the Settlement Administrator pursuant to this Agreement shall be destroyed twelve (12) months after the Final Report is submitted to the Court, provided that Class notice as set forth Counsel and Defendant’s Counsel, or either of them, at their own cost, shall receive a complete copy of the Settlement Administrator’s records, together with a declaration establishing completeness and authenticity, which they may maintain consistent with their own document retention policies. Class Member names and/or contact information shall not be provided to Class Counsel unless ordered by the Court. To the extent Class Counsel inadvertently receives a copy of the class list, or any part of it, it shall be subject to the protective order issued in Paragraph 8 below;this case and shall not be used for any purposes other than the implementation of this Agreement. 5.2 assisting in (f) The Settlement Administrator also shall be responsible for timely and properly filing all matters pertaining to claim formstax returns necessary or advisable, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiriesif any, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining respect to the Settlement Fund; . Except as provided herein, Class Members shall be responsible for their own tax reporting of payments or credits received under the terms of this Agreement. (iig) listing each The Settlement Administrator shall establish and maintain a settlement website. (h) The Settlement Administrator shall provide Class Member who timely Counsel and validly opted out Defendant with weekly reports showing: the status of the Settlement; and performing any other tasks reasonably required to effectuate the Settlement. All fees and costs of KCCNotice, including the costs associated with providing notice opt-outs, objections, access to the Settlement Classwebsite, shall be paid by Defendants communications with Class Members and the status of payments out of the Settlement Fund Fund, including uncashed checks. (i) The Settlement Administrator shall provide notice of this Settlement as defined required under the Class Action Fairness Act, 28 U.S.C. § 1715. (j) The Settlement Administrator shall provide the data in Paragraph 7its administration database to Defendant’s Counsel and/or Class Counsel in response to any written request, belowincluding an email request. If The written request shall be copied to the Court declines to preliminarily or finally approve other Party when made. Such information shall be used only for purposes of the Agreement or either Party exercises a rescission right pursuant to implementation of this Agreement. (k) The Settlement Administrator shall provide Class Counsel with a declaration, Defendants shall remain responsible under penalty of perjury, confirming the payments made to Class Members and the amount of uncashed checks available for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned distribution to Defendantsa cy pres recipient.

The Settlement Administrator. Defendants (a) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Consultants, LLC (“KCC”) shall engage serve as the Settlement Administrator. In the event that KCC is unwilling or unable to serve as the Settlement Administrator, the parties agree to work together to select a mutually agreeable Settlement Administrator. KCC In the event the parties are unable to select a mutually agreeable Settlement Administrator, the Court shall select a Settlement Administrator. (b) The Settlement Administrator shall execute a retainer agreement that shall provide, among other things, that the Settlement Administrator shall be responsible bound by and shall perform the obligations imposed on it under the terms of this Agreement. The retainer agreement shall include provisions requiring that all Class Member data shall be strictly confidential and secured by the Settlement Administrator by means of data security measures that meet the requirements of 12 CFR § 748, and appendices thereto, and shall not be disclosed other than as provided for all matters relating under the terms of this Agreement or as ordered by the Court. (c) The Settlement Administrator shall be subject to the jurisdiction of the Court with respect to the administration of this Settlement, Agreement. (d) The Settlement Administrator shall keep all information regarding Class Members confidential except as set forth belowotherwise provided herein. Those responsibilities include, but are not limited to: 5.1 administering All data created and/or obtained and maintained by the Settlement Administrator pursuant to this Agreement shall be destroyed twelve (12) months after the Final Report is submitted to the Court, provided that Class notice as set forth Counsel and Defendant’s Counsel, or either of them, at their own cost, shall receive a complete copy of the Settlement Administrator’s records (excluding specific account information and social security numbers), together with a declaration establishing completeness and authenticity, which they may maintain consistent with their own document retention policies. To the extent Class Counsel receives a copy of the class list, it shall be subject to the protective order issued in Paragraph 8 below;this case and shall not be used for any purposes other than the implementation of this Agreement. 5.2 assisting in (e) The Settlement Administrator also shall be responsible for timely and properly filing all matters pertaining to claim formsapplicable state and federal tax returns necessary or advisable, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiriesif any, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining respect to the Settlement Fund; . Except as provided herein, Class Members shall be responsible for their own tax reporting of payments or credits received under the terms of this Agreement. (iif) listing each The Settlement Administrator shall provide the data in its administration database to Defendant’s Counsel and/or Class Member who timely Counsel (excluding specific account information and validly opted out social security numbers) in response to any written request, including an email request. The written request shall be copied to the other party when made. If transmitting such information by email, the Settlement Administrator shall use secured email only. Such information shall be used only for purposes of the Settlement; and performing any other tasks reasonably required to effectuate the Settlement. All fees and costs implementation of KCC, including the costs associated with providing notice to the Settlement Class, shall be paid by Defendants out of the Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to Defendants.

The Settlement Administrator. Defendants 5.1 The Parties shall engage KCC jointly ask the Court to serve approve a Settlement Administrator. The Settlement Administrator shall, subject to the supervision of the Court, administer the relief provided by this Agreement by processing Claim Forms in a rational, responsive, cost-effective, and timely manner. The Settlement Administrator shall maintain reasonably detailed records of its activities under this Agreement. The Settlement Administrator shall maintain all such records as are required by applicable law in accordance with its normal business practices, and such records will be made available to Class Counsel, Defendant’s Counsel, and the Parties promptly upon request. The foregoing notwithstanding, the Class List (as defined herein) will be kept confidential and will not be shared with Plaintiffs or any Settlement Class Member. 5.2 Defendant will pay all Administration Expenses, except as otherwise set forth in this Agreement, and shall pay such expenses separate and apart from the Settlement Sum. Defendant shall not be obligated to compute, estimate, or pay any taxes on behalf of Plaintiffs, any Settlement Class Member, Class Counsel, or the Settlement Administrator. KCC The Settlement Administrator will invoice Defendant directly as agreed upon between the Settlement Administrator and Defendant. The Settlement Administrator will complete and provide to Defendant any W9 forms necessary for Defendant to pay for the Administration Expenses. 5.3 Defendant shall not be responsible for any cost that may be incurred by, on behalf of, or at the direction of, Plaintiffs or Class Counsel in: (a) responding to inquiries about the Agreement, the Settlement, or the Action; or (b) posting the Publication Notice on Class Counsel’s website, should that occur subject to the mutual agreement of the Parties. 5.4 The Settlement Administrator will track Claim Forms with unique security identifiers or control numbers issued to Persons who seek to file a Claim. For Claim Forms that are submitted online, the Settlement Class Member shall have the opportunity to upload Proof of Purchase image files (e.g., jpg, tif, pdf), to preview and confirm information entered in the Claim Form prior to submitting the claim, and to print a page immediately after the Claim Form has been submitted showing the information entered, the names of image file(s) uploaded, and the date and time the Claim Form was received. 5.5 The Settlement Administrator shall be responsible for for, among other things, implementing the Class Notice Program, processing Claim Forms, and administering the Settlement Website, toll-free telephone support line, objection process, and claims process described herein (including receiving and maintaining on behalf of the Court and the Parties any Settlement Class Member correspondence regarding requests to opt-out from the Settlement Class). The Settlement Administrator will use mutually agreed upon security procedures and standards to prevent the f i l i ng a n d payment of false or fraudulent claims, and to pay only Valid Claims. The Settlement Administrator and Parties shall have the right to audit claims, and the Settlement Administrator may request additional information from Claimants. 5.6 The Settlement Administrator will determine whether Claims are Valid Claims and issue Benefit Payments based upon the terms and conditions of the Agreement or may reject Claims which are invalid or evidence waste, fraud, or abuse. The determination of validity of claims shall occur, if feasible, at least 7 days prior to the Final Approval Hearing. Should the Settlement Administrator need additional time, the Parties agree to work together in good faith to determine how much additional time is necessary to validate claims. The Settlement Administrator shall approve or deny all matters claims after consultation with Class Counsel and 5.7 The Settlement Administrator shall also provide reports and other information to the Court as the Court may require. The Settlement Administrator shall promptly and on a weekly basis provide Class Counsel and Defendant’s Counsel with information concerning notice, administration, and implementation of the Agreement. Without limiting the foregoing, the Settlement Administrator shall: (a) promptly forward, upon request, to Defendant’s Counsel and Class Counsel, copies of all documents and other materials relating to the administration of this the Settlement, as set forth below. Those responsibilities include, but are not limited to: 5.1 administering the Settlement Class notice as set forth in Paragraph 8 below; 5.2 assisting in all matters pertaining (b) cause notice, pursuant to claim forms28 U.S.C. § 1715, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiries, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining to the Settlement Fund; (ii) listing each Settlement Class Member who timely and validly opted out of the Settlement; and performing any other tasks reasonably required to effectuate the Settlement. All fees and costs of KCC, including the costs associated with providing notice to the Settlement Class, shall be paid by Defendants out of the Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to Defendants.served not later than ten

The Settlement Administrator. Defendants shall engage KCC to serve as 1. The duties of the Settlement Administrator. KCC , in addition to any other responsibilities that are described in this Settlement Agreement, shall be responsible for all matters relating to the administration of this Settlement, as set forth below. Those responsibilities include, but are not limited to: 5.1 administering the (a) Providing Notice to Settlement Class notice Members as set forth in Paragraph 8 belowthis Settlement Agreement (with the exception of disseminating the SMS Notice and Reminder SMS Notice, which shall be disseminated by AT&T); 5.2 assisting (b) Receiving and processing Claims pursuant to the Claims Process described in all matters pertaining this Settlement Agreement, and providing updates to claim forms, such as helping class members in completing claim forms Settlement Class Counsel and payment of claims described belowAT&T’s Counsel regarding the Claims and Claims Process, as well as receiving the claim formsprovided in this Settlement Agreement; 5.3 (c) Establishing and maintaining the Settlement ClassWebsite; 5.4 responding to class members’ inquiries, with (d) Establishing and maintaining the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposesToll-Free Number; 5.5 determining whether a (e) Responding to inquiries from Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determinationMembers; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for (f) Keeping a single telephone number, as only one claimant may recover for a particular telephone numberclear and careful record of all communications with Settlement Class Members and all administration expenses; 5.7 providing (g) Establishing and maintaining a list of accepted post office box for requests for exclusion, objections, and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Partiesother correspondence from Settlement Class Members; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline (h) Establishing and maintaining an email address for claims to be submitted to KCC; andrequests for exclusion by email and other correspondence from Settlement Class Members; 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest Processing and determining the validity of any requests for exclusion by Settlement Class Members; (j) Receiving objections mailed by Settlement Class Members; (k) Providing copies to Settlement Class Counsel and AT&T’s Counsel of all requests for exclusion, objections, and other correspondence received from Settlement Class Members. (l) Providing interim reports on request, and, within ten (10) days after the Exclusion/Objection Deadline (as defined in Section VII herein), a final report to Settlement Class Counsel and AT&T’s Counsel summarizing the number of requests for exclusion received during that period, the total number of requests for exclusion received to date, the names and addresses of persons in the Settlement Class who submitted a request for exclusion, and any other pertinent information requested by Settlement Class Counsel or AT&T’s Counsel; (m) In advance of the Fairness Hearing, preparing an affidavit, to submit to the Court, affirming its compliance with the Notice and settlement administration provisions of this Settlement Agreement related to Class Notice Agreement, and the disbursement of and accounting pertaining to identifying any persons in the Settlement Fund; (ii) listing each Settlement Class Member who submitted timely and validly opted out of valid requests for exclusion; (n) Preparing the Settlement; Settlement Payee List and performing Payment List as provided in this Settlement Agreement; (o) Processing and transmitting distributions from the Settlement Fund and Settlement Fund Account as provided in this Settlement Agreement; (p) Paying any invoices, expenses, taxes, fees, and other tasks reasonably required to effectuate the Settlement. All fees and costs of KCC, including the costs associated with providing notice to the administration of this Settlement Class, shall be paid as contemplated by Defendants out of the this Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant required by law; and (q) Performing any other settlement administration-related functions reasonably necessary to effectuate this Settlement Agreement, Defendants shall remain responsible for any costs with the consent of administration expended both Settlement Class Counsel and AT&T’s Counsel, or as of approved by the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to DefendantsCourt.

The Settlement Administrator. Defendants (a) The Settlement Administrator shall engage KCC to serve as execute a retainer agreement that shall provide, among other things, that the Settlement Administrator. KCC Administrator shall be responsible for all matters relating bound by and shall perform the obligations imposed on it under the terms of this Agreement. (b) The Settlement Administrator shall be subject to the jurisdiction of the Court with respect to the administration of this SettlementAgreement. (c) The Settlement Administrator shall keep all information regarding Potential Settlement Class Members confidential, except as set forth belowotherwise provided herein. Those responsibilities includeAll data created and/or obtained and maintained by the Settlement Administrator pursuant to this Agreement shall be 1 The Parties acknowledge that Settlement Class Members have been subject to two different levels of Retry NSF/Overdraft Fees. Some Settlement Class Members will have accounts subject to Retry NSF/Overdraft Fees in the amount of $5, but are not limited tosome Settlement Class Members will have accounts subject to Retry NSF/Overdraft Fees in the amount of $30, and some Settlement Class Members will have multiple accounts subject to both levels of Retry NSF/Overdraft Fees. For purposes of the formula for determining the amount of Payments to Settlement Class Members, the value for both Total Retry NSF/Overdraft fees and Number of Retry NSF/Overdraft Fees per Customer shall be calculated as follows: 5.1 administering (a) each $30 Retry NSF/Overdraft Fee shall count as one (1) Retry NSF/Overdraft Fee, and (b) each $5 Retry NSF/Overdraft Fees shall count as one-sixth (0.167) Retry NSF/Overdraft Fees. destroyed twelve (12) months after the Effective Date, provided that Class Counsel and Defendant’s Counsel, or either of them, at their own cost, shall receive a complete digital copy of the Settlement Class notice as set forth in Paragraph 8 below;Administrator’s records, together with a declaration establishing completeness and authenticity, which they may maintain consistent with their own document retention policies. 5.2 assisting in (d) The Settlement Administrator also shall be responsible for timely and properly filing all matters pertaining to claim formstax returns necessary or advisable, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiriesif any, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining respect to the Settlement Fund; (ii) listing each FundExcept as provided herein, Settlement Class Member who timely and validly opted out Members shall be responsible for their own tax reporting of payments received under the Settlement; and performing terms of this Agreement. (e) The Settlement Administrator shall provide the data in its claims administration database to Defendant's Counsel and/or Class Counsel in response to any other tasks reasonably required to effectuate the Settlement. All fees and costs of KCCwritten request, including the costs associated with providing notice an email request. The written request shall be copied to the other Party when made. (f) Within one hundred ninety (190) days after the Effective Date or such other date as required by the Court, the Settlement ClassAdministrator shall prepare a final report, which, at a minimum, shall be paid set forth the total payments issued to Settlement Class Members by Defendants out of the Settlement Fund as defined in Paragraph 7Administrator, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for total amount of any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination noticechecks uncashed and/or returned, and if KCC determines that any refund is due from the funds advanced total amount of money being held by Defendants for administration, those funds shall be returned to Defendantsthe Settlement Administrator.

The Settlement Administrator. Defendants The Settlement Administrator shall engage KCC be retained and compensated by Defendant. In addition to serve as the obligations provided for in Section 4, above (Notice), the Settlement Administrator. KCC Administrator shall have the following duties and obligations under the terms of this Agreement: (a) The Settlement Administrator shall execute a retainer agreement providing, among other things, that the Settlement Administrator shall be responsible bound by and shall perform the obligations imposed on it under the terms of this Agreement. The retainer agreement shall include provisions requiring that all Class Member data shall be strictly confidential and secured by the Settlement Administrator by means of data security measures that meet the requirements of 12 CFR § 748, and appendices thereto, and shall not be disclosed other than as provided for all matters relating under the terms of this Agreement or as ordered by the Court. (b) The Settlement Administrator shall be subject to the jurisdiction of the Court with respect to the administration of this SettlementAgreement. (c) The Settlement Administrator shall keep all information regarding Class Members confidential except as otherwise provided here. All data created and/or obtained and maintained by the Settlement Administrator under this Agreement shall be destroyed twelve (12) months after the Final Report is submitted to the Court, as set forth provided that Class Counsel and Defendant’s Counsel, or either of them, at their own cost, shall receive a complete copy of the Settlement Administrator's records, together with a declaration establishing completeness and authenticity. They may maintain these records consistent with their own document retention policies and with subsection (e) below. Those responsibilities includeTo the extent Class Counsel receives a copy of the class list, but are it shall not limited to:be used for any purposes other than the implementation of this Agreement. 5.1 administering the (d) The Settlement Class notice as set forth in Paragraph 8 below; 5.2 assisting in Administrator also shall be responsible for timely and properly filing all matters pertaining to claim formstax forms necessary or advisable, such as helping class members in completing claim forms and payment of claims described below, as well as receiving the claim forms; 5.3 Settlement Class; 5.4 responding to class members’ inquiriesif any, with the Parties having the right to review and approve any scripts or template correspondence to be used by KCC for such purposes; 5.5 determining whether a Settlement Class Member has submitted a valid and timely Claim Form, as Claimants shall have no right to appeal this determination; 5.6 determining which individual or entity is entitled to recovery in the event there are multiple claims for a single telephone number, as only one claimant may recover for a particular telephone number; 5.7 providing a list of accepted and rejected claims to counsel for the Parties at the request of any Party at any time during the administration process, including, upon request, providing copies of all claim forms and backup documentation and information to counsel for the Parties; 5.8 making all determinations regarding whether claims are approved within 30 days of the deadline for claims to be submitted to KCC; and 5.9 preparing and providing a declaration to Defendants’ counsel and Class Counsel that will (i) attest the compliance with the provisions of this Settlement Agreement related to Class Notice and the disbursement of and accounting pertaining respect to the Settlement Fund; . Except as provided here, Class Members shall be responsible for their own tax reporting of payments or credits received under the terms of this Agreement. (iie) listing each The Settlement Administrator shall provide the data in its administration database to Defendant's Counsel and Class Member who timely and validly opted out Counsel in response to any written request, including an email request. Such information shall be used only for purposes of the Settlementimplementation of this Agreement. (f) The Settlement Administrator shall provide Class Counsel with a declaration in support of the Motion for Final Approval that shall include, among other things, a summary of the Notice, any Notices that were returned as undelivered after skip tracing as required in Section 5 above, and any objections and opt outs received by the Settlement Administrator. (g) The Settlement Administrator shall establish a settlement website, which shall include the Complaint, any Notices approved by the Court, any motions and pleadings relating to the Court’s approval of this Agreement, and any other documents and information directed by the Court to be posted on the website. (h) The Settlement Administrator shall provide Class Counsel and Defendant’s counsel with weekly reports that shall include: The Notices mailed; responses to the Notices; the number of visits to the settlement website; the number of calls from Class Members; Opt-Outs and exclusion requests; the number of checks issued and the date of issuance; the number of checks cashed; and performing any other tasks reasonably required to effectuate a running total of Unclaimed Settlement Funds. (i) The Settlement Administrator shall implement the Settlement. All fees and costs terms of KCCthis Agreement, as approved by the Court, including the costs associated making payments to Class Members, in accordance with providing notice Section 10, below. (j) In addition to the Notice to Class Members as required under the terms of this Agreement and the Preliminary Approval/Notice Order, the Settlement ClassAdministrator shall provide notice of this Agreement as required under the Class Action Fairness Act, 28 U.S.C § 1715. The cost of this notice shall be paid by Defendants out of the Settlement Fund as defined in Paragraph 7, below. If the Court declines to preliminarily or finally approve the Agreement or either Party exercises a rescission right pursuant to this Agreement, Defendants shall remain responsible for any costs of administration expended as of the date of termination as well as any additional costs, including those incurred in providing any termination notice, and if KCC determines that any refund is due from the funds advanced by Defendants for administration, those funds shall be returned to DefendantsDefendant.