As a Class Member, you are represented by Lead Plaintiffs and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf as provided in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” in the Notice.
If you are a Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and Litigation Expenses, you may present your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” in the Notice.
If you are a Class Member, you will be bound by any orders issued by the Court. If the Settlement is approved, the Court will enter a judgment (the “Judgment”). The Judgment will dismiss with prejudice the claims in the Action against Defendants and will provide that, upon the Effective Date of the Settlement: (1) Lead Plaintiffs and each of the other members of the Exchange Act Class, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged any and all Released Exchange Act Claims (as defined in ¶ 41 in the Notice) against Defendants and the other Defendants’ Releasees (as defined in ¶ 44 in the Notice), and will forever be barred and enjoined from prosecuting any and all Released Exchange Act Claims against any of the Defendants’ Releasees; and (2) Lead Plaintiffs and each of the other members of the Securities Act Class, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged any and all Released Securities Act Claims (as defined in ¶ 42 in the Notice) against Defendants and the other Defendants’ Releasees (as defined in ¶ 44 in the Notice), and will forever be barred and enjoined from prosecuting any and all Released Securities Act Claims against any of the Defendants’ Releasees. The Released Exchange Act Claims and the Released Securities Act Claims are collectively referred to as the “Released Class Claims.”
“Released Exchange Act Claims” means all claims and causes of action of every nature and description, whether known or unknown, whether arising under federal, state, common, or foreign law, whether class or individual in nature, that: (1) Lead Plaintiffs or any other member of the Exchange Act Class (a) asserted in the Complaint under the Securities Exchange Act of 1934 (“Exchange Act”) or (b) could have asserted in the Complaint arising out of, based upon, or relating to the allegations, acts, facts, transactions, events, matters, occurrences, statements or omissions involved, set forth, alleged, or referred to in the Complaint; and (2) relate to the purchase, acquisition, sale, disposition, or holding of Navient common stock, Navient call options, or Navient put options, during the Exchange Act Class Period. The Released Exchange Act Claims do not cover, include, or release: (i) claims asserted in any ERISA, derivative, consumer, or governmental action, including without limitation the claims asserted in Pope v Navient, 17-cv-08373 (D.N.J.), CFPB v. Navient, 17-cv-00101 (M.D. Pa), Manetta v. Navient, 20-cv-07712 (D.N.J.), State of Mississippi v. Navient Corp., et al., No. 25CH1:18-cv-00982 (Miss. Ch. Ct. Hinds Cnty.), People of the State of California v. Navient, CGC-18-567732 (Cal. Superior Court, San Francisco Cnty.), Commonwealth of Pennsylvania v. Navient, 17-cv-1814 (M.D. Pa), People of the State of Illinois v Navient, 17 CH 761 (Cook Cty Cir. Ct, Chancery Division, Ill.), State of Washington v Navient, 17-2-01115-1 SEA (King County, Wash.), Buffalo Grove Police Pension Fund, et al., v. Diefenderfer, III, et al., No. 2:19-cv-00062 (E.D. Pa.), Daniel, et al., v. Navient Solutions, LLC, No. 8:17-cv-0250 (M.D. Fl.), Demyanenko-Todd, et al., v. Navient Corp., et al., No. 3:17-cv-00772 (M.D. Pa.), Hyland, et al., v. Navient Corp., et al., No. 1:18-cv-09031 (S.D.N.Y.), Travis, et al., v. Navient Corp., et al., No. 2:17-cv04885 (E.D.N.Y.), Grewal v Navient, NJ ESX-C-172-20 (Essex County, N.J.), Hyland v. Navient, 18-cv-09031 (S.D.N.Y.), or Baker v. Navient, 17-cv-1160 (E.D. Va.) or any cases consolidated into, or related to, those actions; (ii) claims relating to the enforcement of the Settlement; or (iii) claims of the persons and entities who submitted a request for exclusion from the Exchange Act Class in connection with the Class Notice (as set forth in Appendix 1 to the Stipulation) (“Excluded Exchange Act Claims”).
“Released Securities Act Claims” means all claims and causes of action of every nature and description, whether known or unknown, whether arising under federal, state, common, or foreign law, whether class or individual in nature, that: (1) Lead Plaintiffs or any other member of the Securities Act Class (a) asserted in the Complaint under the Securities Act of 1933 or (b) could have asserted in the Complaint arising out of, based upon, or relating to the allegations, acts, facts, transactions, events, matters, occurrences, statements or omissions involved, set forth, alleged, or referred to in the Complaint; and (2) relate to the purchase, acquisition, sale, disposition, or holding of Navient Senior Notes during the Securities Act Class Period. The Released Securities Act Claims do not cover, include, or release: (i) claims asserted in any ERISA, derivative, consumer, or governmental action, including without limitation the claims asserted in Pope v Navient, 17-cv-08373 (D.N.J.), CFPB v. Navient, 17-cv-00101 (M.D. Pa), Manetta v. Navient, 20-cv-07712 (D.N.J.), State of Mississippi v. Navient Corp., et al., No. 25CH1:18-cv-00982 (Miss. Ch. Ct. Hinds Cnty.), People of the State of California v. Navient, CGC-18-567732 (Cal. Superior Court, San Francisco Cnty.), Commonwealth of Pennsylvania v. Navient, 17- cv-1814 (M.D. Pa), People of the State of Illinois v Navient, 17 CH 761 (Cook Cty Cir. Ct, Chancery Division, Ill.), State of Washington v Navient, 17-2-01115-1 SEA (King County, Wash.), Buffalo Grove Police Pension Fund, et al., v. Diefenderfer, III, et al., No. 2:19-cv-00062 (E.D. Pa.), Daniel, et al., v. Navient Solutions, LLC, No. 8:17-cv0250 (M.D. Fl.), Demyanenko-Todd, et al., v. Navient Corp., et al., No. 3:17-cv-00772 (M.D. Pa.), Hyland, et al., v. Navient Corp., et al., No. 1:18-cv-09031 (S.D.N.Y.), Travis, et al., v. Navient Corp., et al., No. 2:17-cv-04885 (E.D.N.Y.), Grewal v. Navient, NJ ESX-C-172-20 (Essex County, N.J.), Hyland v. Navient, 18-cv-09031 (S.D.N.Y.), or Baker v. Navient, 17-cv-1160 (E.D. Va.) or any cases consolidated into, or related to, those actions; (ii) claims relating to the enforcement of the Settlement; or (iii) claims of the persons and entities who submitted a request for exclusion from the Securities Act Class in connection with the Class Notice (as set forth in Appendix 1 to the Stipulation) (“Excluded Securities Act Claims”).
“Unknown Claims” means any Released Exchange Act Claims which Lead Plaintiffs or any other member of the Exchange Act Class does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, any Released Securities Act Claims which Lead Plaintiffs or any other member of the Securities Act Class does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her, or it, might have affected his, her, or its decision(s) with respect to this Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Lead Plaintiffs and Defendants shall expressly waive, and each of the other Class Members shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY..
Lead Plaintiffs and Defendants acknowledge, and each of the other Class Members shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.
“Defendants’ Releasees” means Defendants and their respective current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, trustees, trusts, employees, immediate family members, insurers, reinsurers, and attorneys, in their capacities as such.
The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged any and all Released Defendants’ Claims (as defined in ¶ 46 in the Notice) against Lead Plaintiffs and the other Plaintiffs’ Releasees (as defined in ¶ 47 in the Notice), and will forever be barred and enjoined from prosecuting any and all Released Defendants’ Claims against any of the Plaintiffs’ Releasees.
“Released Defendants’ Claims” means all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether asserted or unasserted, accrued or unaccrued, fixed or contingent, liquidated or unliquidated, whether arising under federal, state, local, common, or foreign law, or any other law, rule, or regulation, whether class or individual in nature, in each case based on, arising out of, or in connection with the institution, prosecution, or settlement of the claims asserted in the Action against Defendants. Released Defendants’ Claims do not include any of the following claims: (i) claims relating to the enforcement of the Settlement; or (ii) claims against the persons and entities who submitted a request for exclusion from the Classes in connection with the Class Notice (as set forth in Appendix 1 to the Stipulation) (“Excluded Defendants’ Claims”). For the avoidance of doubt, nothing in this Stipulation releases or applies to ordinary course business dealings between Lead Plaintiffs and the Underwriter Defendants unrelated to the Action.
“Plaintiffs’ Releasees” means Lead Plaintiffs, all other plaintiffs in the Action, all other Class Members, and Plaintiffs’ Counsel, and their respective current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, trustees, trusts, employees, immediate family members, insurers, reinsurers, and attorneys, in their capacities as such.