AND NOW, this 14th day of October, 2003, upon careful consideration of the Joint Motion to Invalidate Solicited Opt-Outs and for Court Approved Notice, the authorities cited therein and the exhibits attached thereto, IT IS HEREBY ORDERED that the parties' Joint Motion is GRANTED.

      IT IS HEREBY ORDERED as follows:

           1.       For good cause, the Court invalidates and declares void all solicited opt-outs by class members from Georgia, Missouri, Illinois, Maryland, Florida and Alabama (the "Solicited Opt-Out States).

           2.       The settlement administrator shall promptly mail the respective proposed curative notices for Georgia, Missouri, Illinois, Maryland, Florida and Alabama to any class member in the respective state who submitted a timely opt-out request on or before October 1, 2003 (e.g., Georgia curative notice shall be sent to Georgia borrowers who submitted an opt-out request).

           3.       For only those class members who submitted timely opt-outs on or before October 1, 2003 and who are located in the Solicited Opt-Out States, a second opt-out period shall be allowed and shall expire November 3, 2003 (the "Second Opt-Out Period"). Except for the opt-out deadline, all requirements regarding opt-outs set forth in the Settlement Agreement and this Court's Preliminary Approval Order shall govern the validity and timeliness of any opt-outs from these Solicited Opt-Out States.

           4.       Except for communications between Class Counsel and members of the Class, all communications during the Second Opt-Out Period between any lawyer or law firm identified in paragraph 5 of this Order (or any person acting in concert with or at the direction of any such lawyer or law firm) and any member of the Class shall be in writing and submitted to this Court by motion to approve the communication. Except for written communications pre-approved by this Court and communications by Class Counsel upon inquiry from any class member, no communications shall be permitted during the Second Opt-Out Period between any lawyer or law firm identified in paragraph 5 of this Order (or any person acting in concert with or at the direction of any such lawyer or law firm) and any member of the Class in the Solicited Opt-Out States with respect to the benefits or limitations of the Settlement, any claims encompassed within the release in the Settlement Agreement or the propriety or advisability of opt-ing out of the Settlement. With respect to any Class member electing to opt-out during this Second Opt-Out Period, this limited and temporary restriction shall cease and be terminated immediately upon Class Counsel's and/or the settlement administrator's receipt of a timely request for exclusion from the Class or "opt-out."

           5.       Class Counsel shall promptly serve this Order by facsimile and overnight mail on the following law firms and individual lawyers: Franklin R. Nix, Esquire; Scott C. Borison, Esquire, Mary T. Szeluga, Esquire and the Legg Law Firm; David M. Skeens, Esquire, Heather Carlson, Esquire and the Walter Bender Stroehbein & Vaughan law firm; Daniel A. Edelman of the Edelman, Combs & Latturner, LLC law firm; and John W. Sharbrough, III, Esquire, of the Sharbrough law firm.

                                                             _________/s/ Gary L. Lancaster_________
                                                             Hon. Gary L. Lancaster, U.S. District Judge

cc:       All counsel of record

Return to the Specter Specter Evans & Manogue web site.