<PAGE>

                                                                   EXHIBIT 10.02

================================================================================



                       SERVICING RIGHTS PURCHASE AGREEMENT



                                 by and between



                             OCWEN FEDERAL BANK FSB
                                   (Purchaser)


                                       and



                         METWEST MORTGAGE SERVICES, INC.
                  METROPOLITAN MORTGAGE & SECURITIES CO., INC.
                      WESTERN UNITED LIFE ASSURANCE COMPANY
                             SUMMIT SECURITIES, INC.
                       OLD STANDARD LIFE INSURANCE COMPANY
                    OLD WEST ANNUITY & LIFE INSURANCE COMPANY
                                    (Sellers)




                            Dated as of April 1, 2001


================================================================================



<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                        <C>                                                                                 <C>
ARTICLE I  DEFINITIONS............................................................................................1
         Section 1.01.     Defined Terms..........................................................................1

ARTICLE II  SALE AND CONVEYANCE OF SERVICING RIGHTS...............................................................9
         Section 2.01.     Agreement to Sell the Servicing Rights.................................................9
         Section 2.02.     Reimbursement of Advances.............................................................10
         Section 2.03.     Prepayment Penalties..................................................................11
         Section 2.04.     Closing Conditions....................................................................11
         Section 2.05.     Appointment of Subservicer for the Securitized Portfolio..............................13

ARTICLE III  REPRESENTATIONS AND WARRANTIES......................................................................13
         Section 3.01.     Representations and Warranties of the Seller..........................................13
         Section 3.02.     Certain Provisions Relating to each Seller's Representations and Warranties...........19
         Section 3.03.     Representations and Warranties of the Purchaser.......................................19
         Section 3.04.     Certain Provisions Relating to the Purchaser's Representations and Warranties.........20

ARTICLE IV  CLOSING DATE AND TRANSFER DATE DELIVERIES AND ADMINISTRATION.........................................20
         Section 4.01.     Documents, Schedules and Exhibits Required with Respect to the Closing Date...........20
         Section 4.02.     Documents and Schedules Required With Respect to the related Transfer Date............21
         Section 4.03.     Notice Letters of Transfer............................................................24
         Section 4.04.     Statements............................................................................25
         Section 4.05.     Payments and Notices Received After the Transfer Date.................................25
         Section 4.06.     Service Bureau Cooperation............................................................26
         Section 4.07.     Missing Social Security Number; Forms W-8 or W-9......................................26
         Section 4.08.     Access to Information.................................................................26
         Section 4.09.     Transfer Expenses.....................................................................27
         Section 4.10.     Purchaser to Service Pursuant to P&S Agreements and Servicing Agreement...............27
         Section 4.11.     Document Deficiencies.................................................................27

ARTICLE V  REMEDIES..............................................................................................28
         Section 5.01.     Indemnification.......................................................................28

ARTICLE VI  INTERIM SERVICING REQUIREMENTS.......................................................................29
         Section 6.01.     Metwest to Act as Subservicer During Interim Period...................................29
         Section 6.02.     Limitations on Interim Servicing......................................................30
</Table>

                                       i.
<PAGE>


<Table>
<S>                        <C>                                                                                 <C>
         Section 6.03.     Servicing Platform....................................................................31

ARTICLE VII  ADDITIONAL AGREEMENTS...............................................................................32
         Section 7.01.     Publicity.............................................................................32
         Section 7.02.     Consents..............................................................................32
         Section 7.03.     REO Resales...........................................................................32
         Section 7.04.     Imaged Asset Files....................................................................32

ARTICLE VIII  MISCELLANEOUS PROVISIONS...........................................................................33
         Section 8.01.     Amendment.............................................................................33
         Section 8.02.     Governing Law.........................................................................33
         Section 8.03.     Notices...............................................................................33
         Section 8.04.     Exhibits..............................................................................34
         Section 8.05.     General Interpretive Principles.......................................................34
         Section 8.06.     Reproduction of Documents.............................................................34
         Section 8.07.     Counterparts..........................................................................35
         Section 8.08.     Entire Agreement, Successors and Assigns..............................................35
         Section 8.09.     Intention of the Parties..............................................................35
         Section 8.10.     Brokerage Commissions.................................................................36
         Section 8.11.     Further Assurances....................................................................36
</Table>

                                    SCHEDULES

Schedule A  Securitized Portfolio Loan Schedule (Segregated by Pool)
Schedule B  Non-Securitized Portfolio Asset Schedule
      Schedule B-1 Metwest Non-Securitized Assets
      Schedule B-2 Metropolitan Non-Securitized Assets
      Schedule B-3 Western Non-Securitized Assets
      Schedule B-4 Summit Non-Securitized Assets
      Schedule B-5 Old Standard Non-Securitized Assets
      Schedule B-6 Old West Non-Securitized Assets
Schedule C  Escrow Mortgage Loan Schedule
Schedule D  Disclosure Schedules
      Schedule D(m)
      Schedule D(o)
      Schedule D(r)
      Schedule D(u)

                                    EXHIBITS

1.    List of Pooling and Servicing Agreements
2.    Contents of Asset Files
3.    Form of Seller's Closing Certificate
4.    Form of Purchaser's Closing Certificate
5.    Form of Opinion of Counsel to the Sellers
6.    Form of Opinion of Counsel to the Purchaser

                                       ii.
<PAGE>


7.    Form of Advance Purchase Agreement (for Securitized and Non-Securitized
      Portfolio)
8.    Form of Servicing Agreement (for Non-Securitized Portfolio)
9.    Form of Assignment and Assumption Agreement (for Securitized Portfolio)
10.   Form of Subservicing Agreement (for Securitized Portfolio)


                                       iii.
<PAGE>

                       SERVICING RIGHTS PURCHASE AGREEMENT

                  This SERVICING RIGHTS PURCHASE AGREEMENT ("Agreement") is made
as of April 1, 2001 and is executed between METWEST MORTGAGE SERVICES, INC., a
Washington corporation ("Metwest"), METROPOLITAN MORTGAGE & SECURITIES CO.,
INC., a Washington corporation ("Metropolitan"), WESTERN UNITED LIFE ASSURANCE
COMPANY, a Washington insurance corporation ("Western"), SUMMIT SECURITIES INC.,
an Idaho corporation ("Summit"), OLD STANDARD LIFE INSURANCE COMPANY, an Idaho
insurance corporation ("Old Standard") and OLD WEST ANNUITY & LIFE INSURANCE
COMPANY, an Arizona insurance corporation (each a "Seller" and collectively the
"Sellers") and OCWEN FEDERAL BANK FSB, a federally chartered savings bank (the
"Purchaser").

                              PRELIMINARY STATEMENT

                  Metwest owns the right to service certain residential
(including timeshare), commercial and improved land mortgage loans, which are
subject to the related P&S Agreements identified on Exhibit 1 (the "Securitized
Portfolio") and each of the Sellers owns certain mortgage loans and other
secured loans and receivables, including the right to service such loans and
receivables (the "Non-Securitized Portfolio" and together with the Securitized
Portfolio, the "Assets"). The Sellers desire to sell, and the Purchaser desires
to purchase, the Servicing Rights (as defined herein) with respect to the Assets
in accordance with this Agreement.

                  In consideration of the mutual agreements hereinafter set
forth, the Seller and the Purchaser agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.01.00 Defined Terms. Whenever used in this
Agreement, the following words and phrases shall have the following meanings
specified in this Article:

                  "ADVANCE": Any Monthly Advance or Servicing Advance.

                  "ADVANCE FUNDING DATE": The Closing Date or such later date
mutually agreed to by the Sellers and the Purchasers.

                  "ADVANCE PURCHASE AGREEMENT": The Advance Purchase Agreement,
substantially in the form of Exhibit 7, pursuant to which the Purchaser
purchases from the Sellers outstanding Advances as of the Cut-off Date.

                  "AGREEMENT": This Servicing Rights Purchase Agreement
including all schedules, exhibits and supplements hereto and amendments hereof.

                  "AGREEMENT TO SELL SERVICING RIGHTS": The Agreement to Sell
Servicing Rights dated as of the date hereof between the Sellers and the
Purchaser pursuant to which the Purchaser


<PAGE>


agrees that it will sell the Servicing Rights in respect of some or all of the
Assets back to the Sellers or to third parties from time to time in accordance
with the terms of such agreement.

                   "ANCILLARY INCOME": Subject to Section 6.01 during the
Interim Period, all release fees, late payment charges, assumption fees,
insufficient fund charges, modification fees, fees associated with any repayment
plan or forbearance agreement, interest on the Collection Account and Escrow
Account (net of any interest payments due Obligors pursuant to law) and other
similar fees (exclusive of prepayment penalties; provided, however, that with
respect to the Non-Securitized Portfolio, modification fees received in
connection with Loan modifications performed by a Seller in accordance with the
Servicing Agreement shall not constitute Ancillary Income and shall be the
property of the related Seller.

                  "ASSETS": Collectively, the Loans and the Receivables.

                  "ASSET FILE": The documents pertaining to a particular Asset
as specified on Exhibit 2.

                  "ASSET SCHEDULE": Collectively, Schedule A and Schedule B,
which schedules collectively list the Assets subject to this Agreement and set
forth, as of the Cut-off Date, the following information for each Asset, grouped
by P&S Agreement in the case of the Securitized Portfolio and by Owner in the
case of the Non-Securitized Portfolio:

                  (i)      the loan/asset number and investor code;

                  (ii)     obligor name and social security number or employer
                           identification number;

                  (iii)    the outstanding principal balance or asset balance;

                  (iv)     the last due date with respect to which interest or
                           other payment has been paid;

                  (v)      the note rate, if any;

                  (vi)     maturity date, if any;

                  (vii)    if applicable, the property address; and

                  (viii)   if applicable, the property type.

                  "ASSIGNMENT AND ASSUMPTION AGREEMENT": The Assignment and
Assumption Agreement, substantially in the form of Exhibit 9, pursuant to which
Metwest assigns and the Purchaser assumes the Servicing Rights in respect of the
Securitized Portfolio.

                  "ASSIGNMENT OF MORTGAGE": An assignment of a Mortgage, notice
of transfer or equivalent instrument, in form acceptable for recording and
sufficient under the laws of the


                                      -2-
<PAGE>


jurisdiction wherein the Mortgaged Property is located to reflect of record the
transfer of the Mortgage.

                  "BUSINESS DAY": In respect of the Securitized Portfolio, any
"Business Day" as defined in the related P&S Agreement, and in respect of the
Non-Securitized Portfolio, a day of the week other than (a) Saturday or Sunday
or (b) a day on which banking or savings institutions in the state of
incorporation or principal business location of the applicable Seller or of the
Purchaser are authorized or permitted under applicable law to be closed.

                  "CLOSING DATE": April 17, 2001.

                  "COLLECTION ACCOUNT": In respect of the Securitized Portfolio,
an account or accounts maintained by the Servicer or Master Servicer for the
deposit of principal and interest payments received in respect of one or more
Loans in accordance with the P&S Agreements, whether designated as a principal
and interest account, collection account, custodial account or otherwise, and in
respect of the Non-Securitized Portfolio, as defined in the Servicing Agreement.

                  "COMMERCIAL MORTGAGE LOAN": A Mortgage Loan secured by a
multifamily residential property or a commercial property including, among
others, multifamily, retail, mixed use, office and industrial properties.

                  "COMMERCIAL PROPERTY": With respect to a Commercial Mortgage
Loan, the real property securing such Mortgage Loan.

                  "CUSTODIAL FILE": In respect of the Securitized Portfolio,
with respect to an individual Loan, the Loan documents required to be held by a
Custodian pursuant to the terms of the related P&S Agreement, and in respect of
the Non-Securitized Portfolio, the original documents related to a particular
Asset that is held by the related Custodian.

                  "CUSTODIAN": In respect of the Securitized Portfolio, an
entity, which currently is The Bank of New York, acting as Mortgage Loan
document custodian for the related Custodial Files pursuant to the terms of the
related P&S Agreement or a separate custodial agreement, and in respect of the
Non-Securitized Portfolio, a Seller or any Custodian appointed by a Seller to
hold the related Custodial Documents until such time that the Custodial
Documents are delivered to the Purchaser, at which time the Purchaser shall
become the Custodian pursuant to Section 2.2 of the Servicing Agreement.

                  "CUT-OFF DATE": The beginning of business on April 1, 2001.

                  "DATA BASE": All information in the computer tape format
acceptable to the Purchaser delivered by or on behalf of the Sellers, whether
before or on or after the Closing Date, in connection with this Agreement.

                  "EDP": Electronic data processing.


                                      -3-
<PAGE>


                  "ESCROW ACCOUNT": Each account, if any, maintained for the
deposit of Escrow Payments received in respect of one or more Loans in
accordance with the terms of the loan documents and applicable law.

                  "ESCROW MORTGAGE LOANS": The Mortgage Loans identified on
Schedule C, which loans provide for an escrow company to receive and remit to
the related Owner or Servicer the loan payments from the related Obligor and
which may provide that the escrow company hold in escrow the original Mortgage
Note, Mortgage and certain other loan documents.

                  "ESCROW PAYMENTS": The amounts constituting ground rents,
taxes, assessments, water rates, common charges in condominiums and planned unit
developments, mortgage insurance premiums, fire and hazard insurance premiums
and other payments, as applicable, which have been escrowed by the Obligor with
the lender or servicer pursuant to any Loan.

                  "ESSEX PORTFOLIO": The Loans identified on Schedule C.

                  "FANNIE MAE": Fannie Mae, or any successor.

                  "FREDDIE MAC": Freddie Mac, or any successor.

                  "HUD": The United States Department of Housing and Urban
Development.

                  "INSURANCE POLICY": Any of the hazard insurance, title
insurance, primary mortgage insurance and credit life insurance policies and
certificates related to a Loan. References in this Agreement to hazard insurance
shall be construed to include flood insurance to the extent that flood insurance
is required of a Loan pursuant to the Servicing Requirements.

                  "INTERIM PERIOD": As defined in Section 6.01.

                  "LAND SALE CONTRACT": A contract, together with all amendments
and modifications thereto, for the sale of real estate and the improvements
thereon pursuant to which the Obligor promises to pay the amount due thereon to
the holder thereof and pursuant to which fee title to the related Mortgaged
Property is held by such holder until the Obligor has made all of the payments
required pursuant to such contract, at which time fee title is conveyed to the
Obligor.

                  "LOAN": A Mortgage Loan or Non-Mortgage Loan, as the case may
be.

                  "MASTER SERVICER" OR "SERVICER". The master servicer or
servicer under the related P&S Agreement.

                  "MATERIAL ADVERSE EFFECT": A material adverse effect upon the
Servicing Rights, the consummation of the transactions and performance of
obligations contemplated by this Agreement or the financial condition of the
Sellers or the Purchaser.


                                      -4-
<PAGE>


                  "MEMORANDUM OF LAND SALE CONTRACT": The written summary of
certain terms of a Land Sale Contract that is acceptable for recording with the
applicable public recording office under the laws of the jurisdiction in which
the Mortgaged Property is situated.

                  "METROPOLITAN": Metropolitan Mortgage & Securities Co., Inc.
and its successors and assigns.

                  "METWEST": Metwest Mortgage Services, Inc. and its successors
and assigns.

                  "METWEST SERVICING REQUIREMENTS" means, with respect to the
Non-Securitized Portfolio, the servicing standards of Metwest in place from time
to time and, with respect to the Securitized Portfolio, the provisions of the
related P&S Agreement with respect to the servicing, control and administration
of the related Loans.

                  "MONTHLY ADVANCE": With respect to the Securitized Portfolio,
any amount advanced in accordance with the terms of a P&S Agreement in
connection with delinquent Monthly Payments in accordance with the Servicing
Requirements and reimbursable in accordance with such Servicing Requirements.

                  "MORTGAGE": The mortgage, deed of trust or other instrument
creating a first or junior lien on real property securing the Mortgage Note.

                  "MORTGAGE LOAN": An individual mortgage loan (including a
timeshare mortgage loan) or Land Sale Contract which is secured by Mortgaged
Property and subject to this Agreement and identified on the Asset Schedule,
including any Mortgaged Property that was acquired in foreclosure or similar
action.

                  "MORTGAGE NOTE": For each Mortgage Loan, the note or other
evidence of the indebtedness of an Obligor, including, in the case of a Land
Sale Contract, a promise to pay which is the integral part of a Land Sale
Contract, together with any loan riders, if applicable, and as amended or
modified, secured by a Mortgage.

                  "MORTGAGED PROPERTY": The underlying real property securing
repayment of a Mortgage Loan. "NON-MORTGAGE LOAN": Any loan in the
Non-Securitized Portfolio that is not a Mortgage Loan.

                  "NON-SECURITIZED PORTFOLIO": The Assets set forth on Schedule
B, which Assets are not part of the Securitized Portfolio.

                  "OBLIGOR": (i) With respect to a Loan, the individual(s)
obligated to repay such Loan and (ii) with respect to a Receivable, the
individual(s) obligated to make payments with respect to such Receivable.

                  "OLD STANDARD": Old Standard Life Insurance Company and its
successors and assigns.


                                      -5-
<PAGE>

                  "OLD WEST": Old West Annuity & Life Insurance Company and its
successors and assigns.

                  "OWNER": With respect to the Securitized Portfolio, the
Trustee and with respect to the Non-Securitized Portfolio, as follows:

                  (i)      Metwest with respect to the Assets set forth on
                           Schedule B-1;

                  (ii)     Metropolitan with respect to the Assets set forth on
                           Schedule B-2;

                  (iii)    Western with respect to the Assets set forth on
                           Schedule B-3;

                  (iv)     Summit with respect to the Assets set forth on
                           Schedule B-4;

                  (v)      Old Standard with respect to the Assets set forth on
                           Schedule B-5; and

                  (vi)     Old West with respect to the Assets set forth on
                           Schedule B-6.

                  "P&S AGREEMENT": Each of the Pooling and Servicing Agreements
identified on Exhibit 1 pursuant to which the Loans in the Securitized Portfolio
are serviced.

                  "POOL": All of the Assets relating to a particular Owner and,
in the case of the Securitized Portfolio, further segregated by the series
designated for the related securitization transaction.

                  "PREPAYMENT PENALTY": With respect to each Loan, if
applicable, the penalty or premium required to be paid if the Obligor prepays,
either in whole or in part, such Loan as provided in the related Loan documents.

                  "PURCHASE DATE": With respect to the Non-Securitized
Portfolio, the Closing Date and with respect to the Securitized Portfolio, the
date on or prior to the Transfer Date related to the Securitized Portfolio
mutually agreed to by the Purchaser and Metwest following satisfaction of
conditions set forth in this Agreement to the purchase of the related Servicing
Rights.

                  "PURCHASE PRICE": The amount equal to the product of 0.7317%
times (i) the outstanding principal balance (or outstanding balance) of the
Assets in the Non-Securitized Portfolio as of the Cut-off Date and (ii) the
outstanding principal balance of the Loans in the Securitized Portfolio as of
the Cut-off Date.

                  "PURCHASER": Ocwen Federal Bank FSB, a federal savings bank.

                  "PURCHASER'S CLOSING CERTIFICATE": An officer's certificate
substantially in the form of Exhibit 4 prepared by or on behalf of the Purchaser
and delivered to the Sellers pursuant to this Agreement.

                  "RATING AGENCY": As defined in the related P&S Agreement.


                                      -6-
<PAGE>


                  "RECEIVABLES": The Assets in the Non-Securitized Portfolio
that are not Loans.

                  "REMITTANCE DATE": With respect to each P&S Agreement, the
date each month on which the servicer or master servicer is required pursuant to
such P&S Agreement to remit monthly collections and related amounts with respect
to the Loans to the Trustee.

                  "SCHEDULED PAYMENT": The scheduled payment of principal and
interest or other amounts due on an Asset, if any, payable monthly or otherwise.

                  "SECURITIZED PORTFOLIO": The Loans that are subject to a P&S
Agreement as set forth on Schedule A.

                  "SELLER": (i) Metwest with respect to the Servicing Rights
relating to the Assets set forth on Schedule A and Schedule B-1, (ii)
Metropolitan with respect to the Servicing Rights relating to the Assets set
forth on Schedule B-2, (iii) Western with respect to the Servicing Rights
relating to the Assets set forth on Schedule B-3, (iv) Summit with respect to
the Servicing Rights relating to the Assets set forth on Schedule B-4, (v) Old
Standard with respect to the Servicing Rights relating to the Assets set forth
on Schedule B-5 and (vi) Old West with respect to the Servicing Rights relating
to the Assets set forth on Schedule B-6. Metwest, Metropolitan, Western, Summit,
Old Standard and Old West are collectively referred to herein as the "Sellers".

                  "SELLER'S CLOSING CERTIFICATE": An officer's certificate
substantially in the form of Exhibit 3 prepared by or on behalf of each of the
Sellers and delivered to the Purchaser pursuant to this Agreement.

                  "SERVICING ADVANCES": Any amounts advanced in accordance with
the Metwest Servicing Requirements in connection with the payment of taxes,
insurance, protective expenses or otherwise made with respect to an Asset and
reimbursable in accordance with such Metwest Servicing Requirements, but not
including Monthly Advances. Servicing Advances shall include any negative escrow
balances that may exist relating to an Escrow Account.

                  "SERVICING AGREEMENT": The Servicing Agreement between the
Sellers and the Purchaser pursuant to which the Non-Securitized Portfolio is to
be serviced by the Purchaser, which agreement shall be substantially in the form
of Exhibit 8.

                  "SERVICING DOCUMENT DEFICIENCY": As such term is defined in
Section 4.11.

                  "SERVICING FEE": In respect of the Securitized Portfolio, the
monthly servicing or master servicing fee relating to each Loan set forth in the
applicable P&S Agreement related to such Loan, and in respect of the
Non-Securitized Portfolio, as such term is defined in the Servicing Agreement.

                  "SERVICING REQUIREMENTS": With respect to the Securitized
Portfolio and Non-Securitized Portfolio, the provisions of the related P&S
Agreement or Servicing Agreement, as applicable, with respect to the servicing,
control and administration of the related Assets.


                                      -7-
<PAGE>


                  "SERVICING RIGHTS": All of Sellers' right, title and interest
in and to the servicing of the Assets on and after the Cut-off Date, including
all rights to receive or retain amounts in respect of Servicing Fees, Ancillary
Income, reimbursement for Advances, or other expenses and costs, and investment
earnings or other benefits from positive account balances, together with all
Collection Account balances, Escrow Account balances, contract rights,
incidental income and benefits to the extent payable to the Sellers, and
exclusive rights to possession and use of servicing files and records directly
or indirectly related thereto, including, without limitation, borrower lists,
Insurance Policies and tax service agreements and including the right to
exercise any clean-up call with respect to the Securitized Portfolio, subject in
each case to the terms of this Agreement and the related P&S Agreement or the
Servicing Agreement, as applicable, and in the case of Escrow Mortgage Loans,
subject to the rights of the related escrow company with respect to such
Mortgage Loans; provided, however, that the term Servicing Rights shall not
include any obligations in connection with any representations or warranties
with respect to the Assets made by the Sellers or any obligation to remedy
breaches of any representations or warranties with respect to the Assets or to
indemnify any party in connection therewith.

                  "SUBSERVICING AGREEMENT": The agreement between Metwest and
the Purchaser pursuant to which the Purchaser agrees to act as subservicer with
respect to the Securitized Portfolio, which agreement shall be substantially in
the form of Exhibit 10.

                  "SUMMIT": Summit Securities, Inc. and its successors and
assigns.

                  "TRANSFER DATE": With respect to an Asset, the date on which
the physical servicing of the Asset is transferred to the Purchaser pursuant to
this Agreement, which date shall be, in the case of the Securitized Portfolio,
May 2, 2001 if all approvals and other action necessary to sell the Servicing
Right to Purchaser under each P&S Agreement and this Agreement have been
obtained or completed, as applicable, by April 27, 2001 and, if not, June 2,
2001, and in the case of the Non-Securitized Portfolio, July 1, 2001, in each
case unless otherwise mutually agreed to by the related Sellers and the
Purchaser.

                  "TRANSFER INSTRUCTIONS": The instructions specifying the
manner in which the servicing of the Assets shall be transferred to the
Purchaser as agreed upon by the Purchaser and the Sellers in good faith.

                  "TRUSTEE": With respect to the Securitized Portfolio, The Bank
of New York and its successors and assigns.

                  "WESTERN": Western United Life Assurance Company and its
successors and assigns.


                                      -8-
<PAGE>


                                   ARTICLE II

                     SALE AND CONVEYANCE OF SERVICING RIGHTS

                  Section 2.01.00 Agreement to Sell the Servicing Rights.

                  (a) Non-Securitized Portfolio. Subject to the terms and
provisions of this Agreement, each Seller hereby agrees to sell, transfer,
assign, convey and set over to the Purchaser, as of the Purchase Date for the
Non-Securitized Portfolio, the Servicing Rights with respect to the Assets in
the Non-Securitized Portfolio for which such Seller is the Owner as reflected on
Schedules B-1, B-2, B-3, B-4, B-5 and B-6, respectively, and the Purchaser
hereby agrees to perform the servicing for such Assets in accordance with the
terms the Servicing Agreement. On the Purchase Date for the Non-Securitized
Portfolio, as full consideration for each Seller's sale of their respective
Servicing Rights in the Non-Securitized Portfolio to the Purchaser, the
Purchaser will pay to the Sellers the Purchase Price for the Non-Securitized
Portfolio, which shall be payable to the Sellers in the aggregate by wire
transfer in immediately available funds. The purchase and sale of the Servicing
Rights shall be effected upon payment of the Purchase Price and the execution
and delivery of the Servicing Agreement.

                  (b) Securitized Portfolio. Subject to the terms and provisions
of this Agreement, Metwest hereby agrees to sell, transfer, assign, convey and
set over to the Purchaser, as of the Purchase Date for the Securitized
Portfolio, the Servicing Rights with respect to the Loans in the Securitized
Portfolio, and the Purchaser hereby agrees to perform the servicing for such
Loans in accordance with the terms of the related P&S Agreements. On the
Purchase Date for the Securitized Portfolio, as full consideration for Metwest's
sale of the Servicing Rights for the Securitized Portfolio to the Purchaser, the
Purchaser will pay to Metwest the Purchase Price for the Securitized Portfolio,
which shall be payable to Metwest by wire transfer in immediately available
funds. The purchase and sale of the Servicing Rights for the Securitized
Portfolio shall be effected upon payment of the Purchase Price for the
Securitized Portfolio and the execution and delivery of the Assignment and
Assumption Agreement.

                  (c) In the event that the conditions set forth in this
Agreement for the purchase by the Purchaser of the Servicing Rights relating to
the Securitized Portfolio are not satisfied and such Servicing Rights are not
purchased on or prior to June 2, 2001, Metwest may elect to repurchase for the
related Purchase Price the Servicing Rights relating to the Non-Securitized
Portfolio and terminate this Agreement, including termination of the Purchaser
in its capacity as subservicer of the Securitized Portfolio under Section 2.04
upon ten (10) Business Days' prior notice. In the event of such termination, (i)
all unreimbursed Advances made or reimbursed by the Purchaser pursuant to this
Agreement or the Servicing Agreement shall be paid to Purchaser, (ii) all
servicing fees and Ancillary Income received by Purchaser from the Cut-off Date
shall be paid to the Sellers, (iii) all servicing and subservicing fees paid by
Purchaser to Sellers from the Cut-off Date shall be paid to Purchaser and (iv)
all out-of-pocket expenses (including due diligence costs and reasonable
attorney's fees) incurred by the Purchaser in connection with this Agreement and
the transactions contemplated herein shall be paid by the Sellers to the
Purchaser.


                                      -9-
<PAGE>


                  Section 2.02.00 Reimbursement of Advances.

                  (a) For and in consideration of (i) the sale of the Seller's
rights in the Servicing Rights to the Purchaser pursuant to Section 2.01 and the
appointment of the Purchaser as subservicer of the Securitized Portfolio
pursuant to Section 2.05 and (ii) rights to reimbursement in respect of Advances
as described in this Agreement, the Purchaser agrees, subject to this Agreement,
to reimburse the Sellers for Advances as provided for in this Section 2.02 and
to fund Advances as provided for in Section 6.01. Notwithstanding the method of
calculation, the parties agree that the consideration is not allocated solely to
the Advances. The parties hereto further agree that the components of the
transactions contemplated by this Agreement are bargained for as an inseparable
whole.

                  (b) On the Advance Funding Date, the Purchaser agrees to
reimburse the Sellers for 90% of the amount of the unreimbursed Advances
previously made by the Sellers which were outstanding as of the Cut-off Date,
which the Purchaser and Sellers reasonably believe will be recoverable in
accordance with the terms of the related P&S Agreement or the Servicing
Agreement, as applicable. Notwithstanding anything in this section to the
contrary, the Purchaser shall not reimburse the Sellers for any unreimbursed but
reimbursable Advances which constitute Monthly Advances pursuant to the P&S
Agreements, which amounts were netted from the amounts in the related Collection
Accounts remitted to the Trustee. Metwest shall, within two (2) Business Days
prior to the Advance Funding Date, provide to the Purchaser evidence of the
dollar amount of all Advances as of the Cut-off Date, broken down by P&S
Agreement in the case of the Securitized Portfolio and by Owner in the case of
the Non-Securitized Portfolio. As soon as practical following the applicable
Transfer Date, but in no event more than fifteen (15) Business Days following
such Transfer Date, the Purchaser and Metwest, on behalf of the Sellers, shall
reconcile the actual amount of related Advances that were outstanding as of the
Cut-off Date and the recoverability status of such Advances and make any
monetary adjustments to the amount required to be reimbursed to the Sellers.
Following such reconciliation, the remaining ten percent (10%) of the
reimbursable Advance amount shall be paid to the Sellers, as adjusted to reflect
any monetary adjustments required to be made relating to such Advances as a
result of such reconciliation. Subject to the provisions of Sections 2.01(c) and
6.01 hereof, the Purchaser shall be entitled to the full amount of any
reimbursements for any Advances or Ancillary Income that are received on or
after the Cut-off Date.

                  (c) In connection with the reimbursement by the Purchaser of
Advances pursuant to this Section 2.02, the Sellers agree to (i) enter into an
advance purchase or assignment agreement with the Purchaser or its designee
pursuant to which the Advances shall be sold by the Sellers to the Purchaser,
(ii) prepare, execute and deliver to the Purchaser on or prior to the Advance
Funding Date, at its own expense, financing statements relating to such Advances
suitable to reflect the transfer of accounts and general intangibles and as are
necessary to perfect the sale, transfer and assignment of such Advances from the
Sellers to the Purchaser or its designee, (iii) deliver UCC lien searches and an
opinion of counsel regarding perfection and priority to provide satisfactory
evidence to the Purchaser that the Advances are being transferred to the
Purchaser or its designee free and clear of any liens and (iv) enter into such
other agreements and provide such certifications, opinions and other
documentation reasonably


                                      -10-
<PAGE>


requested by the Purchaser or its designee in connection with the consummation
of the reimbursement of Advances as described in this Section 2.02.

                  Section 2.03. Prepayment Penalties

                  (a) The Sellers retain all of their right, title and interest
in and to the Prepayment Penalties received with respect to any Asset in the
Non-Securitized Portfolio. Upon receipt of any such Prepayment Penalty, the
Purchaser will remit such amount to the related Seller in accordance with the
terms and conditions set forth in the Servicing Agreement.

                  (b) With respect to the Securitized Portfolio, the Prepayment
Penalties are not being sold to the Purchaser as part of the sale of the
Servicing Rights. However, because of the provisions contained in the P&S
Agreements, the legal ownership of the Prepayment Penalties must remain with the
Master Servicer. As a result, the parties hereto agree that, upon receipt of any
Prepayment Penalty from the Securitized Portfolio, the Purchaser shall remit
such amount to Metwest on the Remittance Date following the calendar month in
which such Prepayment Penalty was received.

                  Section 2.04.00 Closing Conditions.

                  (a) The Purchaser's obligations to consummate its purchase of
the Servicing Rights and otherwise perform its obligations under this Agreement
is subject to the satisfaction or waiver of the following conditions on or prior
to the Closing Date or such other date specified below:

                  (i) Satisfactory completion of Purchaser's due diligence
         investigations regarding the Sellers, the Assets, the Servicing Rights,
         the Servicing Requirements and the P&S Agreements;

                  (ii) The Sellers shall have performed in all material respects
         all of their covenants and agreements contained herein which are
         required to be performed by them on or prior to the Closing Date and
         each Purchase Date;

                  (iii) All of the representations and warranties of the Sellers
         contained in Section 3.01 of this Agreement shall be true and correct
         in all material respects as of the Closing Date and each Purchase Date;

                  (iv) The Purchaser shall have received in escrow, or the
         Purchaser's attorneys shall have received in escrow, each of the
         documents specified in Section 4.01 for delivery on or prior to the
         Closing Date or such other date specified therein, duly executed by all
         signatories other than the Purchaser, as required by the respective
         terms thereof;

                  (v) On or prior to the Purchase Date for the Securitized
         Portfolio, the Purchaser shall have received (A) true and correct
         copies of each P&S Agreement and the fully executed amendment to each
         P&S Agreement (the "Amendments") necessary to permit the Purchaser to
         become the Master Servicer and service the Loans thereunder and


                                      -11-
<PAGE>


         (B) all consents (including certificateholder consent), approvals,
         opinions and notices required in connection with the Amendments and the
         transfer of the Servicing Rights relating to the Securitized Portfolio
         by Metwest to the Purchaser;

                  (vi) The Purchaser shall have received the documentation
         specified in Section 2.02(b) in form and substance satisfactory to the
         Purchaser;

                  (vii) The Purchaser shall have received all consents,
         approvals, opinions and notices required by the terms of the related
         P&S Agreement in connection with the Purchaser becoming a subservicer
         with respect to the Securitized Portfolio pursuant to Section 2.05;

                  (viii) The Purchaser shall have received any and all other
         customary documents as the Purchaser shall have reasonably determined
         to be necessary or desirable to effectuate the intent and purposes of
         this Agreement and to consummate the transactions contemplated hereby;
         and

                  (ix) The Purchaser shall have received the fee specified in
         Section 2.2 of the Servicing Agreement for acting as Custodian with
         respect to the Asset Files relating to the Non-Securitized Portfolio.

                  (b) The obligation of the Sellers to consummate the sale of
the Servicing Rights to Purchaser and otherwise perform its obligations under
this Agreement is subject to the satisfaction or waiver on or prior to the
Closing Date of the following conditions:

                  (i) The Purchaser shall have performed in all material
         respects all of its covenants and agreements contained herein which are
         required to be performed by it on or prior to the Closing Date and each
         Purchase Date, including but not limited to payment of the applicable
         Purchase Price on each Purchase Date;

                  (ii) All of the representations and warranties of the
         Purchaser contained in this Agreement shall be true and correct in all
         material respects as of the Closing Date and each Purchase Date;

                  (iii) The Sellers shall have received in escrow, or Sellers'
         attorneys shall have received in escrow, the Assignment and Assumption
         Agreement and each of the documents specified in Section 4.01 for
         delivery on or prior to the Closing Date or such other date specified
         therein, duly executed by all signatories other than the Sellers, as
         required by the respective terms thereof; and

                  (iv) The Sellers shall have received any and all other
         customary documents as the Sellers shall have reasonably determined to
         be necessary or desirable to effectuate the intent and purposes of this
         Agreement and to consummate the transactions contemplated hereby.


                                      -12-
<PAGE>


                  Section 2.05. Appointment of Subservicer for the Securitized
                                Portfolio.

                  Subject to the terms and provisions of this Agreement and
effective as of the Closing Date, (i) Metwest hereby (a) appoints the Purchaser
as subservicer to service and administer the Loans in the Securitized Portfolio
pursuant to the related P&S Agreements until such time that the related
Servicing Rights are transferred to the Purchaser on the related Purchase Date
and (b) acknowledges and agrees that, effective as of the Closing Date and
subject to Section 6.01 and the terms and conditions set forth in each P&S
Agreement, the Purchaser shall have the benefit of and full rights to the
Servicing Rights relating to the Securitized Portfolio including, but not
limited to, the Servicing Fees and Ancillary Income for so long as the Purchaser
acts as subservicer under this Agreement; and (iii) subject to Section 6.01, the
Purchaser hereby accepts such appointment as subservicer and agrees to perform
the servicing and administration of the Mortgage Loans in accordance with the
terms of the related P&S Agreements. Subject to Section 6.01, from and after the
Closing Date, the Purchaser shall have full power and authority, acting alone,
to do any and all things in connection with the servicing and administration of
the Loans in the Securitized Portfolio that the Purchaser may deem necessary or
desirable, consistent with the terms of this Agreement and the Servicing
Requirements. The Purchaser and Metwest agree to enter into a Subservicing
Agreement to further evidence the subservicing arrangement between Metwest and
the Purchaser with respect to the Securitized Portfolio, which agreement shall
satisfy the requirements of the P&S Agreements and shall be delivered by Metwest
to the Trustee.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  Section 3.01.00 Representations and Warranties of the Seller.

                  Each Seller makes the following representations, warranties
and covenants to the Purchaser, as of the Closing Date and as of the related
Purchase Date, provided, however, that no Seller makes any such representation,
warranty or covenant with respect to any other Seller or any other Seller's
related Assets or Servicing Rights:

                  (a) Each Seller is a corporation duly organized and in good
standing under the laws of its state of incorporation and was at all material
times and now is qualified to do business and duly licensed in those states in
which each Mortgaged Property or Obligor is located if the laws of such states
require qualification or licensing for the conduct of business of the type
conducted by such Seller, except where the failure to be so qualified would not
have a Material Adverse Effect.

                  (b) Each Seller has full power and authority, corporate and
otherwise, to execute and deliver this Agreement and to perform all its
obligations hereunder. The execution, delivery and performance of this Agreement
by such Seller and consummation of the transactions contemplated by this
Agreement have been duly and validly authorized by all necessary corporate,
shareholder or other action, and this Agreement has been duly and validly
executed and delivered by such Seller and is valid and enforceable against such
Seller in accordance with


                                      -13-
<PAGE>


its terms, except as such enforceability may be subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally
and to general principles of equity.

                  (c) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by any Seller of, or compliance by any Seller with, this Agreement,
or the consummation of the transactions contemplated hereby, or if any such
consent, approval, authorization or order is required, such Seller has obtained
such approval. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated by this Agreement nor compliance
with its terms and conditions, shall conflict with or result in the breach of,
or constitute a default under, or result in the creation or imposition of any
lien, charge or encumbrance of any nature upon, any of the Assets, the Servicing
Rights or the properties or assets of such Seller, any of the terms, conditions
or provisions of its charter or by-laws or any similar corporate documents of
such Seller or any mortgage, indenture, deed of trust, loan or credit agreement
or other agreement or instrument to which such Seller is now a party or by which
it is bound or any federal or state law, rule or regulation or any judicial or
administrative decree, order, ruling or regulation applicable to it, or to the
Servicing Rights of such Seller.

                  (d) There is no litigation or action at law or in equity
pending, or, to its knowledge, threatened, against any Seller and no proceeding
or investigation of any kind is pending or, to its knowledge, threatened, by any
federal, state or local governmental or administrative body, which could
reasonably be expected to have a Material Adverse Effect.

                  (e) The consummation of the transactions contemplated by this
Agreement and the sale and transfer of the Servicing Rights by such Seller are
not subject to the bulk transfer or similar statutory provisions of applicable
state or federal law.

                  (f) Subject to the rights of an escrow company under an Escrow
Mortgage Loan to receive and remit to the related servicer payments from the
related Obligor and to hold in escrow the original Mortgage Note, Mortgage and
certain other loan documents, each Seller is the sole holder of the Servicing
Rights and has good and marketable title to and has the right to assign and
transfer the Servicing Rights of such Seller as of the applicable Purchase Date
and to assign, transfer and deliver such Servicing Rights as contemplated by
this Agreement free and clear of any and all claims, charges, defenses, security
interests, liens, offsets and encumbrances.

                  (g) Each Seller, any current or prior holder of an Asset and
any prior servicer or sub-servicer of an Asset is and was at all material times,
a HUD-approved mortgagee, lender and seller/servicer, as applicable, to the
extent required to be so approved in order to originate, sell or service the
Assets relating to such Seller and was in compliance with any and all applicable
"doing business" and licensing requirements of the laws of the state wherein the
Mortgaged Property and obligor is located. No Seller is in default in the
performance of its obligations under any P&S Agreement, and such Seller is, and
each prior servicer or sub-servicer was, in compliance with all applicable laws
and regulations relating to the Servicing Rights, and there has been no
occurrence as of the Closing Date or the related Purchase Date that could cause
the cancellation of the Servicing Rights or material changes in procedures with
respect to the Assets. Each Seller and any prior servicer or sub-servicer has
and has at all times had all


                                      -14-
<PAGE>


licenses, permits, consents, approvals, orders, certificates, authorizations,
declarations and filings (collectively, "Permits") required by all governmental
entities (including, without limitation, any federal, state or local authorities
or agencies regulating debt collectors, consumer lenders, mortgage bankers, or
servicers and their operations and all courts and other tribunals) which are
necessary for the conduct of the servicing business and the origination, sale or
servicing of the Assets, except where the failure to hold such a Permit would
not have a Material Adverse Effect.

                  (h) Each Seller and any prior holder of an Asset or any prior
servicer or sub-servicer under the P&S Agreements or otherwise have taken all
necessary steps to make and keep any hazard insurance policy, primary mortgage
insurance policy, and title insurance policy valid, binding and enforceable;
each such insurance policy is the binding, valid and enforceable obligation of
the private insurer to the full extent thereof, without surcharge, defense or
set-off, subject to bankruptcy and insolvency laws and all premiums thereon have
been paid. Such insurance policies may be included in a blanket insurance policy
to the extent permitted under the applicable Servicing Requirements.

                  (i) There are no actions, claims, litigation or governmental
investigations pending or, to the knowledge of any Seller, threatened, against
such Seller or with respect to any Asset, which relate to, or affect the Assets
or such Seller's right to sell, assign and transfer, the Servicing Rights (other
than usual and customary actions such as foreclosure proceedings with respect to
the Loans).

                  (j) The information set forth on the Asset Schedule and the
Data Base, and on any updates thereof or other document, instrument or schedule
furnished to the Purchaser by any Seller or its affiliates pursuant to, or prior
to and in connection with, this Agreement is accurate and complete in all
material respects, and relates exclusively to the related Assets, as of the
dates indicated thereon or otherwise applicable.

                  (k) All Collection Accounts and Escrow Accounts are maintained
by or on behalf of each Seller and have been maintained in accordance with
applicable law and the terms of the Assets and the related Servicing
Requirements. The Escrow Payments required by the Assets which have been paid to
any Seller for the account of an Obligor are on deposit in the appropriate
Escrow Account.

                  (l) The Advances with respect to the Assets are valid and
subsisting accounts owing to the related Seller, and are carried on the books of
such Seller at values determined in accordance with generally accepted
accounting principles, and are not subject to any set-offs or claims of the
account debtor.

                  (m) Subject to generally accepted servicing practices of
prudent lenders of like assets, documentation with respect to the servicing of
the Assets has been properly and accurately completed and executed. With respect
to the Securitized Portfolio, except as set forth on Schedule D(m) all documents
required by the P&S Agreements to be delivered to the Custodian have been
completed and all documents required to service the Loans in the Securitized
Portfolio in accordance with this Agreement and the related P&S Agreements have
been delivered to the Purchaser or its designee. With respect to the
Non-Securitized Portfolio, all documents held by a


                                      -15-
<PAGE>


Seller or its designee and used by such Seller or a subservicer to service the
Assets in the Non-Securitized Portfolio in accordance with this Agreement and
the Servicing Agreement have been delivered to the Purchaser or its designee.

                  (n) All funds received by any Seller in connection with the
Loans including, without limitation, foreclosure proceeds, fire insurance
proceeds from fire losses, condemnation proceeds and principal reductions, have
promptly been deposited in the Collection Account or Escrow Account, each as
applicable, and all such funds have been applied to reduce the principal balance
of the Loans in question and/or to pay interest, or for reimbursement of repairs
to the related property or as otherwise required by the terms of the related
loan documents, applicable law and the Metwest Servicing Requirements.

                  (o) All payments received by a Seller with respect to any
Asset have been remitted and properly accounted for pursuant to Metwest
Servicing Requirements. Except as set forth on Schedule D(o), no payment of
principal or interest or other amount on any such Asset has been forgiven,
suspended or rescheduled. Any waiver, alteration or modification that has been
made to the terms or provisions of any Assets is accurately reflected on the
Asset Schedule and Data Base, provided that such modification, waiver or
alteration occurred two Business Days prior to the Cut-off Date (and if
occurring after two Business Days prior to the Cut-off Date, such Asset Schedule
and Data Base shall be promptly updated accordingly by the Seller and delivered
to the Purchaser prior to the Closing Date), and a copy of any modification
agreement is included in the related Asset File.

                  (p) Each Asset has been originated in compliance with, or is
exempt from, all applicable state or federal laws, regulations, and Servicing
Requirements, including, without limitation, those pertaining to usury and at
origination all Loan or other Asset documents were in compliance with applicable
law and Servicing Requirements. The origination, collection and servicing
practices used with respect to each Asset have been in all respects legal.

                  (q) Each Seller and any current or prior lender or servicer of
the Assets have complied in all respects with every applicable federal, state,
or local law, statute, and ordinance, and any rule, regulation, or order issued
thereunder including, without limitation, the Servicing Requirements, the fair
housing, anti-redlining, equal credit opportunity, truth-in-lending, real estate
settlement procedures, fair credit reporting, and every other prohibition
against unlawful discrimination in residential lending or governing consumer
credit, and also including, without limitation, the Consumer Credit Reporting
Act, Equal Credit Opportunity Act of 1975 and Regulation B, Fair Credit
Reporting Act, Truth-in-Lending Law, in particular, Regulation Z as amended, the
Flood Disaster Protection Act of 1973, the Real Estate Settlement Procedures Act
of 1974 as amended, and state and local consumer credit codes and laws. The
collection and all other practices of any Seller in connection with the
origination or servicing of the Assets including, without limitation, the timing
and manner of liquidation, are and have been reasonable and prudent and in
compliance with all applicable laws. There has been no improper act or omission
or, alleged improper act or omission, or material error by any Seller or any
prior servicer or any employees, agent or representative of any of the
foregoing, with respect to the servicing or any of the Assets which will have a
material adverse effect on Purchaser or the value of the Servicing Rights to
Purchaser. The Loan and other Asset documents being delivered


                                      -16-
<PAGE>


to the Purchaser are adequate and sufficient to properly service the Assets in
accordance with the standards set forth in the P&S Agreements or the Servicing
Agreement, as applicable.

                  (r) The sale, transfer and assignment of the Servicing Rights
by each Seller and the instruments required to be executed by such Seller and
delivered in connection therewith pursuant to this Agreement, the Servicing
Requirements, or other contractual provisions, are, or will be as of the Closing
Date and related Purchase Date, executed, delivered, valid and enforceable in
accordance with their terms, subject to bankruptcy and insolvency laws and the
availability of equitable remedies and will effectively vest in the Purchaser
good title to the Servicing Rights, free and clear of any and all liens, claims,
or encumbrances. No Seller has previously assigned, transferred or encumbered
the Servicing Rights and there no sub-servicing agreements exist with respect to
the Assets other than as set forth on Schedule D(r). As of the Closing Date and
related Purchase Date, there are no contracts affecting the Servicing Rights to
which the Purchaser is or will be bound except as contemplated hereby, disclosed
to the Purchaser in writing or caused to exist by the Purchaser nor shall any
Seller enter into any such contracts following the Closing Date without the
consent of the Purchaser, and no other party has any interest in the Servicing
Rights or in the Assets except the applicable Owner or otherwise as contemplated
hereby. Other than as set forth on Schedule D(r), none of the Loans are loans
subject to interest rate subsidies or, except with respect to the Escrow
Mortgage Loans, special escrow arrangements, or loans secured by manufactured
housing that is not considered to be real estate under applicable state law or
mobile homes.

                  (s) Neither any Seller nor any of its agents or affiliates has
intentionally contacted or shall contact any Obligor for the purpose of inducing
or encouraging the early prepayment or refinancing of the related Asset except
for materially delinquent accounts or balloon loans within six (6) months of the
balloon date and except for general solicitations not targeted specifically at
the Obligors or groups of Obligors.

                  (t) With regard to each Loan for which there is an Escrow
Account, all accounts for items which are required to be escrowed pursuant to
the terms of such Loan, without limitation, all taxes and hazard insurance
premiums, are current and all amounts which previously became due and owing have
been paid, or escrow funds have been established in accordance with the terms of
such Loan in amounts which the related Seller believes to be sufficient to pay
for every such item which remains unpaid and which has been assessed but is not
yet due and payable or will be required to be paid to continue operating the
related property in accordance with the terms of the related Loan documents; and
to each Seller's best knowledge there are no other governmental assessments,
water, sewer and municipal charges, leasehold payments or ground rents of any
kind which are required to be escrowed under the related Loan documents or
Metwest Servicing Requirements, and any such items are current and all amounts
which previously became due and owing have been paid. All taxes, leasehold
payments, governmental assessments, insurance premiums, water, sewer, municipal
charges and common charges of condominiums or planned unit developments relating
to the Loans have been paid by or on behalf of the related Seller to the extent
of Escrow Payments made by the applicable Obligor with respect thereto or
Advances as required by Metwest Servicing Requirements.


                                      -17-
<PAGE>

                  (u) To the extent required by the related Loan documents, all
Mortgaged Properties with structures thereon are currently insured against loss
by fire, hazards of extended coverage and such other hazards as are customary in
the area where such Mortgaged Property is located (including, where required by
applicable rules or regulations, flood insurance policies) pursuant to insurance
policies in conformity with Metwest Servicing Requirements and in an amount at
least equal to the outstanding principal balance of the applicable Loans or,
where applicable, carry a sufficient amount of guaranteed replacement cost
coverage. Schedule D(u) sets forth those improved Mortgage Properties for which
the foregoing insurance is not required to be maintained under the related Loan
documents or Servicing Requirements. Such insurance policies may be included in
a blanket policy to the extent permissible under the applicable Metwest
Servicing Requirements.

                  (v) Except as set forth in the P&S Agreements, none of the
Servicing Rights are subject to recourse against the servicer for losses on
liquidation of a Loan, or otherwise or any third party expenses such as
attorney's fees and restoration expenses, or to repurchase obligations upon the
occurrence of non-payment or other events.

                  (w) No Seller knows of any fact (other than facts of a general
economic or political nature) which now or in the future is reasonably likely to
have a material adverse effect on such Seller or the related Servicing Rights
which has not been disclosed to the Purchaser herein.

                  (x) Each P&S Agreement delivered to the Purchaser on or prior
to the Closing Date represents a true, correct, and complete copy of the
original as it may have been amended. Each of the P&S Agreements is in full
force and effect and has not been amended, modified, or altered, except to the
extent that the Purchaser has been notified in writing prior to the Closing
Date. Metwest is not a party to or subject to any agreement, stipulation,
conditional approval, memorandum of understanding, notice of determination,
consent decree, advisory settlement, compromise, litigation, or other agreement
or understanding with any Owner, court or other governmental agency or body
which seeks to modify, interpret or clarify or has the effect of modifying,
interpreting, or clarifying any of the terms of the P&S Agreements or otherwise
affects Metwest's servicing obligations and practices (including, without
limitation, Metwest's escrow practices).

                  (y) Each Seller has performed all obligations to be performed
under the related Metwest Servicing Requirements, no event of default or
termination event with respect to Metwest has occurred under the related P&S
Agreement, and no event has occurred and is continuing which, but for the
passage of time or the giving of notice or both, would constitute with respect
to Metwest an event of default or termination event under the related P&S
Agreement. There has been no occurrence of any event with respect to Metwest, as
Master Servicer or Servicer, that could obligate Metwest, as Master Servicer or
Servicer, to repurchase any Loans or cause the termination of the Servicing
Rights. Each Seller and any predecessor servicer has serviced the Assets and has
kept and maintained complete and accurate books and records in connection
therewith, all in accordance with the Metwest Servicing Requirements, the terms
of the related Loan documents and applicable law, and each Seller has made all
remittances required to be made by it.


                                      -18-
<PAGE>


                  (z) The dollar amount of Advances with respect to the Assets
to be provided by any Seller to the Purchaser pursuant to this Agreement, will
be true and correct as of the date given. Nothing has come to the attention of
any such Seller that would lead such Seller to believe that any Advance is not
recoverable pursuant to the related P&S Agreement or this Agreement.

                  (aa) No Uniform Commercial Code financing statements have been
filed against any Seller concerning any Servicing Rights or any Advances, other
than those filed in favor of the Purchaser in respect of the transactions
contemplated by this Agreement.

                  (bb) All of the representations and warranties made by Metwest
in the P&S Agreements are true and correct as of the related date set forth in
such P&S Agreements.

                  Section 3.02.00 Certain Provisions Relating to each Seller's
                                  Representations and Warranties.

                  Each Seller agrees that the representations and warranties set
forth in Section 3.01 shall survive the sale of the Servicing Rights to the
Purchaser, the related Transfer Date, any resale thereof in whole or in part by
the Purchaser and the delivery of each Asset File to the Purchaser and shall
inure to the benefit of the Purchaser and its successors and any subsequent
holder of the Servicing Rights or any of them.

                  Section 3.03.00 Representations and Warranties of the
                                  Purchaser.

                  The Purchaser makes the following representations, warranties
and covenants to the Sellers, as of the Closing Date and each Purchase Date:

                  (a) The Purchaser is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization. The
Purchaser has all requisite power and authority to own its properties and carry
on its business as and where now being conducted. The Purchaser has all
requisite power and authority to enter into this Agreement, and the agreements
to which it is or will become a party as contemplated by this Agreement, and to
carry out the transactions contemplated hereby.

                  (b) The execution and delivery by the Purchaser of this
Agreement, and of the agreements to be entered into pursuant hereto, and the
consummation of the transactions contemplated hereby have each been duly and
validly authorized by all necessary action, and this Agreement and such other
agreements constitute valid and legally binding agreements enforceable in
accordance with their respective terms.

                  (c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not violate, conflict
with, result in a breach of, constitute a default under or be prohibited by, or
require any additional approval, waiver or consent under the Purchaser's charter
or other agreement relating to its organization or any instrument or agreement
to which it is a party or by which it is bound or any federal or state law, rule
or regulation or any judicial or administrative decree, order, ruling or
regulation applicable to it, or to the Servicing Rights.


                                      -19-
<PAGE>


                  (d) There is no litigation or action at law or in equity
pending, or, to its knowledge, threatened against the Purchaser and no
proceeding or investigation of any kind is pending or, to its knowledge,
threatened, by any federal, state or local governmental or administrative body,
which could reasonably be expected to have a Material Adverse Effect.

                  (e) The Purchaser is qualified and has all necessary licenses,
and shall use its best efforts to remain qualified and licensed, to service the
Assets under the terms of the P&S Agreements and the Servicing Agreement. This
section shall not in any way modify the Purchaser's obligation under the P&S
Agreements and the Servicing Agreement.

                  (f) The Purchaser shall not solicit any Obligor for life
insurance or annuity products or securities brokerage services except for
general solicitations not targeted specifically at the Obligors or groups of
Obligors.

                  (g) The Purchaser shall maintain such computer systems
(hardware and software), experienced staff and facilities as is necessary to
service the Assets.

                  Section 3.04.00 Certain Provisions Relating to the Purchaser's
                                  Representations and Warranties.

                  The Purchaser agrees that the representations and warranties
set forth in Section 3.03 shall survive the sale of the Servicing Rights to the
Purchaser, the related Transfer Date, any resale thereof in whole or in part by
the Purchaser and the delivery of each Asset File to the Purchaser and shall
inure to the benefit of the Sellers and their successors.

                                   ARTICLE IV

          CLOSING DATE AND TRANSFER DATE DELIVERIES AND ADMINISTRATION

                  Section 4.01.00 Documents, Schedules and Exhibits Required
                                  with Respect to the Closing Date.

                  (a) Each Seller, as applicable, shall deliver to the Purchaser
on the Closing Date or such other date specified herein the following items, in
such forms as are agreed upon and reasonably acceptable to the Purchaser:

                  (i) An executed Assignment and Assumption Agreement (with
         respect to the Securitized Portfolio, to be delivered on the related
         Purchase Date), Subservicing Agreement (with respect to Securitized
         Portfolio), Servicing Agreement (with respect to the Non-Securitized
         Portfolio), Agreement to Sell Servicing Rights (with respect to the
         Securitized and Non-Securitized Portfolios) and Advance Purchase
         Agreement (with respect to the Securitized and Non-Securitized
         Portfolios).

                  (ii) A Seller's Closing Certificate for each Seller.

                  (iii) A written opinion of counsel for each Seller as to the
         matters set forth in Exhibit 5.


                                      -20-
<PAGE>


                  (iv) On or before the related Transfer Date, a corporate
         resolution with respect to the Non-Securitized Portfolio, in form and
         substance acceptable to the Purchaser, appointing the Purchaser as
         attorney-in-fact for the Owners for the purpose of executing documents
         and processing and endorsing payments, all as may be reasonable and
         appropriate to effectuate the purposes of this Agreement.

                  (v) All of the consents required pursuant to Section 7.02 on
         or before the Closing Date or the related Purchase Date, as applicable.

                  (vi) All documents required to be delivered pursuant to
         Section 2.02 and Section 2.03 by the date specified therein.

                  (b) The Purchaser shall have delivered to the Sellers on the
Closing Date or such other date specified herein the following items, in such
forms as are reasonably acceptable to the Sellers:

                  (i) An executed Assignment and Assumption Agreement (with
         respect to the Securitized Portfolio, to be delivered prior to the
         related Purchase Date), Subservicing Agreement (with respect to the
         Securitized Portfolio), Servicing Agreement (with respect to the
         Non-Securitized Portfolio), Agreement to Sell Servicing Rights (with
         respect to the Securitized and Non-Securitized Portfolios) and Advance
         Purchase Agreement (with respect to the Securitized and Non-Securitized
         Portfolios).

                  (ii) A Purchaser's Closing Certificate.

                  (iii) A written opinion of counsel for the Purchaser as to the
         matters set forth in Exhibit 6.

                  Section 4.02.00 Documents and Schedules Required With Respect
                                  to the related Transfer Date.

                  Each Seller, as applicable, shall deliver or cause to be
delivered on the dates specified herein, the following documents and files to
the Purchaser:

                  (a) Each Seller shall deliver to the Purchaser the documents
and files and perform any other obligations specified in the Transfer
Instructions by the dates specified therein.

                  (b) On or prior to the applicable Transfer Date, each Seller
shall deliver to the Purchaser the copy of the notice to any sub-servicer that
the sub-servicer is being terminated as servicer on or prior to the related
Transfer Date and such Seller shall pay all costs associated with such
termination, provided, however, that the escrow companies handling payments and
loan documents with respect to the Escrow Mortgage Loans shall not constitute
sub-servicers.

                  (c) On or prior to the applicable Transfer Date, each Seller
shall have made all payments of taxes and insurance and other escrow items for
which such Seller has received a bill or invoice ten (10) days prior to such
Transfer Date to the extent escrow is provided under the related Loan documents.
The related Seller shall reimburse the Purchaser for any penalties or


                                      -21-
<PAGE>


costs incurred due to non-payment of tax, insurance or other escrow items as a
result of such Seller's failure to perform as provided in this subsection (c).
Advances of tax, insurance payments and escrow payments, and advances of
principal and interest shall be reimbursed to the related Sellers as provided in
Section 2.02. Upon the termination of any force-placed insurance maintained by a
Seller, such Seller shall promptly refund the related Escrow Accounts for
unearned premiums.

                  (d) Each Seller shall provide to the Purchaser a reasonable
time prior to the related Transfer Date records as may be reasonably requested
by the Purchaser for the Purchaser to review the accounting status of the
Assets; such records shall include, but, shall not be limited to, the monthly
remittance reports for the Securitized Portfolio delivered to the related Owner
for at least the previous six months.

                  (e) Each Seller, as applicable, shall have furnished the
Purchaser with the following additional information and documents not later than
the applicable Transfer Date, except where otherwise specified:

                  (1)      On or prior to the applicable Transfer Date, a wire
                           transfer, or at the Purchaser's option, a check,
                           payable to the Purchaser, in trust for the applicable
                           Owner and/or Obligors in an amount equal to the
                           outstanding balances identified on the Loan records
                           in full payment of all funds held or due in the
                           applicable Escrow Accounts and any unremitted
                           principal or interest net of any amounts permitted
                           pursuant to subsection (c) herein. These funds must
                           be received by the applicable Transfer Date. Each
                           Seller shall exclude from the funds to be transferred
                           pursuant to this subsection (e) all remittances due
                           to the related Owners for the period through the
                           applicable Transfer Date, which shall be paid by such
                           Seller;

                  (2)      A copy of each Seller's system trial balance in
                           electronic format mutually agreed to by each such
                           Seller and the Purchaser as of the applicable
                           Transfer Date, which shall include, without
                           limitation, as to each Asset: (i) the loan or asset
                           number, (ii) the next due date, (iii) the principal
                           balance thereof, (iv) the escrow balance, (v) the
                           Scheduled Payment and (vi) comprehensive tax and
                           insurance information for the Asset, identifying
                           payee, payee address, next payment due date, next
                           amount payable and policy/parcel number; this copy
                           trial balance must be received by the Purchaser by
                           the fifth Business Day after such Transfer Date;

                  (3)      The Asset File for each Asset, which files shall be
                           shipped by the Sellers no later than the related
                           Transfer Date for delivery within five (5) Business
                           Days of such Transfer Date;

                  (4)      Trial balances and reconciliations for each Pool for
                           each month for at least the last six months as
                           reasonably available and to the extent reasonably
                           necessary to and requested by the Purchaser, up to
                           the month immediately prior to the month of transfer;


                                      -22-
<PAGE>


                  (5)      Complete principal and interest, tax, and insurance
                           bank account reconciliations as of the end of the
                           calendar month immediately preceding the applicable
                           Transfer Date; provided, however, that if such
                           Transfer Date is prior to the 15th day of the month
                           such information will be provided by the 15th day of
                           the month after the applicable Transfer Date;

                  (6)      The loan escrow analysis for each Loan to the extent
                           such loan escrow analysis is reasonably necessary to
                           and requested by the Purchaser within a reasonable
                           timeframe;

                  (7)      Foreclosure and bankruptcy files and collection
                           records, including collection cards, default letters,
                           demand letters, payment plans and other forbearance
                           agreements, and property inspections for each Asset
                           as required by Servicing Requirements, which may be
                           delivered in electronic format agreed to by the
                           Sellers and the Purchaser;

                  (8)      With respect to the Securitized Portfolio, a copy of
                           any available Custodial File certification executed
                           by the related Trustee or Custodian on each Pool and
                           related exception and tracking reports; and

                  (9)      With respect to an Asset for which the Obligor is in
                           bankruptcy, the related Seller shall provide the
                           Purchaser with the following information prior to the
                           applicable Transfer Date: attorney name, address and
                           phone number, foreclosure status, bankruptcy status
                           and bankruptcy case number, filing date and chapter.
                           In addition, such Seller shall notify the bankruptcy
                           trustee with respect to the Loan of the change in
                           servicer from such Seller (or a sub-servicer) to the
                           Purchaser and shall provide the Purchaser with copies
                           of such notices.

                  (f) All records delivered or transferred to the Purchaser
shall be clearly identified, and in loan/asset number order. All boxes shall be
sequentially labeled and contain a complete listing of Asset Files therein. The
Sellers shall provide the Purchaser a summary schedule reflecting Asset Files
therein and exceptions thereto and the Purchaser shall sign and return one copy
of the summary schedule.

                  (g) No later than five (5) Business Days after the applicable
Transfer Date, a transfer tape showing for each Asset the due date of the
Scheduled Payment and the paid-to date as of such Transfer Date;

                  (h) No later than five (5) Business Days after the applicable
Transfer Date, a copy of the payment history and escrow analysis in electronic
format (or hard copies for the period prior to July 1992) for each Asset from
the time after a Seller became the servicer of such Asset.

                  (i) No later than ten (10) Business Days after the applicable
Transfer Date, a certification from each Seller that either (1) with respect to
Loans as to which such Seller


                                      -23-
<PAGE>


maintains escrows for such items, all real estate and property taxes have been
paid on all related Mortgaged Properties for which such taxes are payable prior
to such Transfer Date or (2) otherwise, such Seller has received no notice of
delinquent taxes or will provide the Purchaser with a list of Loans with
delinquent taxes.

                  (j) No later than ten (10) Business Days after the applicable
Transfer Date, certification from each Seller that either (1) with respect to
Loans as to which such Seller maintains escrows for such items, all Insurance
Policy premiums have been paid on all properties which premiums are due ten (10)
days prior to such Transfer Date or (2) otherwise, such Seller has received no
notice of cancelled policies and will provide the Purchaser with a list of Loans
for which it has received notice of taxes due.

                  (k) Prior to the applicable Transfer Date, the Sellers will
assign and transfer their transferable life-of-loan tax service contract with
First American Real Estate Tax Service, Inc. for each Mortgage Loan to the
Purchaser at no cost or expense to the Purchaser. If such contract is not
transferred to the Purchaser with respect to any Mortgage Loan, the Purchaser
shall have the right to purchase such a contract from a vendor of its choice and
the related Seller shall reimburse the Purchaser for the cost thereof. In
addition, the Sellers will transfer and assign to the Purchaser any life-of-loan
flood zone determination tracking contracts currently in existence with respect
to the Mortgage Loans. If such contract is not currently in place or is
otherwise not transferred to the Purchaser with respect to a Mortgage Loan, then
the Purchaser will have no obligations under this Agreement or the Servicing
Agreement to maintain or track flood insurance with respect to any such Mortgage
Loan in the Non-Securitized Portfolio.

                  (l) On or before the applicable Transfer Date, a list of all
related Loans that are on an automatic clearing house program, including loans
number, withdrawal amount, withdrawal date, account number, and all other
similar information.

                  (m) On or before the applicable Transfer Date, all unexpired
payoff quotes including date of quote, amount of quote and all other relevant
information.

                  (n) On or before the applicable Transfer Date, a list of all
related Assets with open or pending disputes, including loan number and a
summary of the dispute, with the complete information and documentation
regarding the dispute included in the related Asset File.

                  (o) The Sellers shall promptly notify the Purchaser following
the receipt of any insufficient funds notices received with respect to any
checks received from Obligors and the Purchaser shall reimburse the related
Seller for amounts advanced by such Seller with respect to such amounts.

                  Section 4.03.00 Notice Letters of Transfer.

                  Prior to the applicable Transfer Date, unless otherwise agreed
by the parties, the Sellers shall, at the Sellers' expense, notify each Obligor
of the transfer of the Servicing Rights and instruct the Obligor to remit all
Scheduled Payments and all tax and insurance notices to the Purchaser after such
Transfer Date. Such letters shall be mailed on such date and be in such form


                                      -24-
<PAGE>


as is reasonably acceptable to the Sellers and the Purchaser. The Sellers shall
exchange copies of the "hello-goodbye" letters with the Purchaser prior to
mailing such letters and the Sellers and the Purchaser shall cooperate on a
joint mailing program for notification to the Obligors. The Sellers shall also,
at Seller's expense, notify any Custodian and, with respect to any Mortgage
Loans with Escrow Accounts, any insurance companies and/or agents, that the
Servicing Rights are being transferred and instruct such entities to deliver all
payments, notices, and insurance statements to the Purchaser after the
applicable Transfer Date. Such notices shall instruct such entities to deliver,
from and after the applicable Transfer Date, all applicable payments, notices,
bills, statements, records, files and other documents to the Purchaser. All such
notices sent to hazard, flood, earthquake, private mortgage guarantee (such
notice only required to the extent the mortgage insurance premium not fully paid
at closing) and other insurers shall comply with the requirements of the
applicable master policies and shall instruct such insurers to change the
mortgagee clause to "Ocwen Federal Bank FSB, as servicer for the mortgagee, its
successors and assigns" or as otherwise required under applicable Servicing
Requirements. The Sellers shall be responsible for the cost of preparing and
delivering all notices described in this Section and shall provide the Purchaser
with a copy of the form of each notice used by the Sellers to comply with this
Section.

                  Section 4.04.00 Statements.

                  The Sellers shall provide each Obligor with an annual year-end
statement in accordance with the P&S Agreements or the Servicing Agreement, as
applicable, and Internal Revenue Service or Treasury Department regulations.
Such statement shall reflect the status of the related Asset up to and including
the applicable Transfer Date. The Purchaser shall not have any responsibility
for providing such information for the period of time the Asset was serviced by
the Sellers. The Sellers shall not have any responsibility for providing such
information for the period of time the Loan was serviced by the Purchaser.

                  Section 4.05.00 Payments and Notices Received After the
                                  Transfer Date.

                  The Sellers and the Purchaser acknowledge that, during the
seventy-five (75) day period after the applicable Transfer Date, all funds
received in connection with the Assets, including, but not limited to, tax,
insurance, principal, interest and all other types of payments, including,
without limitation, mortgage guaranty or mortgage insurance payments, insurance
loss drafts and tax refunds, are to be immediately paid over to the Purchaser
without offset or deduction. The Purchaser shall be entitled to the service fees
and other servicing related income on all such payments. During such
seventy-five (75) day period such funds shall be identified by the related
Seller's loan or asset numbers and shall be immediately transferred to the
Purchaser at such Seller's expense by overnight courier, for next Business Day
delivery, at the address for notices to the Purchaser. In addition, each Seller
shall deliver or cause to be delivered to the Purchaser, as promptly as
practicable after receipt by such Seller, copies of all correspondence received
from any Owner or any Obligor or otherwise relating to any Assets. Following
such seventy-five (75) day period, all such funds and correspondence shall be
returned to the sender with a letter of explanation a copy of which letter shall
be sent to the Purchaser. Each Seller hereby covenants and agrees that it shall
maintain such staff and facilities during such seventy-five (75) day period that
are sufficient to perform all of such responsibilities


                                      -25-
<PAGE>


                  Section 4.06.00 Service Bureau Cooperation.

                  Each Seller will cause its service bureau and/or EDP
department to cooperate with the Purchaser, and each Seller will provide a test
tape, trial tape, and an accurate conversion tape containing all history
maintained by the service bureau from (i) the origination of any Assets if such
Asset was originated by such Seller or an affiliate or (ii) the date of transfer
of servicing of any Assets to such Seller, until the applicable Transfer Date,
Pool and loan or asset information as of such Transfer Date so as to complete
the conversion of all loan/asset, Pool, and security information recorded on an
EDP to EDP basis, or such other basis as may reasonably be requested by the
Purchaser, including the information set forth in Section 4.02. Such tapes shall
be provided to the Purchaser in accordance with Section 4.02.

                  Section 4.07.00 Missing Social Security Number; Forms W-8 or
                                  W-9.

                  Each Seller will provide a report satisfactory in form and
content to the Purchaser to substantiate compliance with Internal Revenue
Service and other applicable Treasury Department regulations and requirements
applicable to reporting of interest and obtaining Social Security numbers in
respect of Assets serviced by such Seller for the period prior to the applicable
Transfer Date. Each Seller also agrees to provide the certification of an
authorized officer that the Seller has complied with all Internal Revenue
Service ("IRS") and U.S. Treasury Department requirements for due diligence in
obtaining and maintaining tax identification numbers for each Asset transferred.
In addition to the foregoing, each Seller agrees to reimburse the Purchaser for
any and all penalties incurred because of Internal Revenue Service and, or,
Treasury Department requirements for any missing tax numbers and forms incurred
as a result of infractions prior to the applicable Transfer Date. The Purchaser
agrees that if it is notified by the IRS or other taxing authority of a
potential penalty to be paid by a Seller hereunder, the Purchaser will notify
such Seller and permit such Seller a reasonable opportunity to resolve the issue
with the IRS/taxing authority to either obtain an abatement or pay the fine.

                  The Purchaser will forward all government forms it receives
that report income on lotteries to the related Seller in accordance with the
terms of the Servicing Agreement.

                  Section 4.08.00 Access to Information.

                  Upon reasonable prior notice to a Seller, such Seller shall
afford reasonable cooperation to the Purchaser and its counsel, accountants and
other representatives in providing reasonable access during normal business
hours throughout the period prior to a Transfer Date, to the Asset Files and all
of such Seller's files, books and records relating to the related Assets, the
Advances, and Servicing Rights; provided, however, that such Seller shall be
entitled to take reasonable and appropriate actions to assure that the Purchaser
maintains, and the Purchaser hereby agrees to maintain, the confidentiality of
the names and addresses of the Obligors under the related Assets and all
non-public information obtained in such investigation that could reasonably be
construed to be of a confidential or proprietary nature, and such Seller shall
provide the Purchaser with access to and reasonable cooperation with its
officers and employees. The Purchaser and its representatives and affiliates
shall treat as confidential all information obtained in such investigation and
not otherwise in the public domain.


                                      -26-
<PAGE>


                  Section 4.09.00 Transfer Expenses.

                  Except as provided below, the Sellers shall pay for all costs
relating to transfer of the Servicing Rights including, without limitation, all
costs of insured delivery to Purchaser of all of the Asset Files to the
Purchaser, all costs in connection with preparing, obtaining and delivering the
documents, consents, approvals, reports and schedules specified in Section
2.03(a), Section 4.01 and Section 4.02, and all costs related to preparing,
obtaining and delivering such documents as are necessary to transfer the
Servicing Rights and effect the principal transfer of servicing to the
Purchaser, including but not limited to, the Real Estate Settlement Procedures
Act and to obtain any required final certification or recertification of the
Custodial Files with respect to the Loans in the Securitized Portfolio. The
Purchaser shall not be responsible for any fees or expenses of any Custodian or
Trustee or for any costs in preparing or recording Assignments of Mortgage.
Except as otherwise provided in this Agreement, the Sellers and the Purchaser
shall each bear their own expenses incurred in connection with the transactions
contemplated by this Agreement.

                  Section 4.10.00 Purchaser to Service Pursuant to P&S
                                  Agreements and Servicing Agreement.

                  On the applicable Purchase Date, and subject to the
satisfaction or waiver of all of the conditions of the Sellers set forth herein,
all of the Sellers' rights and obligations with respect to the Servicing Rights
shall be transferred to the Purchaser. Subject to Section 6.01, from and after
the applicable Purchase Date, the Purchaser shall assume the Servicing Rights
and be responsible for assuring that the Assets are serviced in accordance with
the Servicing Requirements and shall have full power and authority, acting
alone, to do any and all things in connection with such servicing and
administration that the Purchaser may deem necessary or desirable, consistent
with the terms of this Agreement and the Servicing Requirements.

                  Section 4.11.00 Document Deficiencies.

                  Within forty-five (45) days following the applicable Transfer
Date, the Purchaser shall deliver to Metropolitan, on behalf of the Sellers, the
list of servicing-related documents which have not been previously delivered to
the Purchaser or its designee and shall notify Metropolitan, on behalf of the
Sellers, of any errors with respect to the reconciliation statements provided to
the Purchaser (each such servicing document deficiency or reconciliation
statement error, a "Servicing Document Deficiency"). The Purchaser shall not
have any responsibility to cure or correct any documentary or collateral defects
with respect to any Custodial File, including but not limited to the preparation
and recordation of Assignments of Mortgage. However, the Purchaser will not
suspend its servicing of any Asset with a Servicing Document Deficiency and will
notify Metropolitan, on behalf of the related Seller, of any such Servicing
Document Deficiency within five (5) Business Days of Purchaser's determination
that servicing of the Asset cannot continue without the missing documentation.
In the event that such Seller does not cure the Servicing Document Deficiency,
the Purchaser shall attempt to cure such deficiency at such Seller's expense. In
the event that the Purchaser incurs any out-of-pocket costs in attempting to
cure or correct such defects, the Purchaser shall be reimbursed for such costs
by the related Seller.


                                      -27-
<PAGE>


                                    ARTICLE V

                                    REMEDIES

                  Section 5.01.00 Indemnification.

                  (a) Each Seller shall indemnify and hold the Purchaser and its
successors and assigns harmless from, and will reimburse the Purchaser and its
successors and assigns for, all material losses, liabilities, damages,
penalties, fines, forfeitures, deficiencies, claims, judgments or other costs or
expenses (including attorney's fees and related costs) actually incurred by the
Purchaser (excluding, however, punitive damages, exemplary damages and loss of
profit damages) to the extent that such loss, damage, deficiency, claim or
expense results from:

                  (i) Any non-compliance by such Seller with the Metwest
         Servicing Requirements existing on or prior to the applicable Transfer
         Date, whether or not such defects are subsequently discovered;

                  (ii) Acts or omissions of such Seller or prior servicers with
         respect to the Servicing Rights or in servicing any of the Assets
         occurring prior to the applicable Transfer Date, or otherwise in breach
         of such Seller's obligations under this Agreement or any P&S Agreement,
         or applicable laws or regulations, including, without limitation,
         incomplete or erroneous loan documentation, fraud by such Seller or the
         originator in the origination of an Asset, improper escrow
         disbursements, misapplied payments or claims not covered by insurance;

                  (iii) A material breach of such Seller's representations,
         warranties or covenants contained in Section 3.01; or

                  (iv) Any Servicing Document Deficiencies or incomplete Asset
         Files.

                  (b) The Purchaser shall indemnify and hold each Seller and its
successors and assigns harmless from, and will reimburse such Seller and its
successors and assigns for, all material losses, liabilities, damages,
penalties, fines, forfeitures, deficiencies, claims, judgments or other costs or
expenses (including attorney's fees and related costs) actually incurred by such
Seller (excluding, however, punitive damages, exemplary damages and loss of
profit damages) to the extent that such loss, damage, deficiency, claim or
expense results from:

                  (i) Any non-compliance by the Purchaser with the Servicing
         Requirements following the applicable Transfer Date, whether or not
         such defects are subsequently discovered;

                  (ii) Acts or omissions of the Purchaser with respect to the
         Servicing Rights or in servicing any of the Assets occurring after the
         Transfer Date, or otherwise in breach of the Purchaser's obligations
         under this Agreement, the Servicing Agreement or any P&S Agreement, or
         applicable laws or regulations, including, without limitation,
         incomplete or erroneous loan documentation, fraud by the Purchaser with
         respect to improper escrow disbursements, misapplied payments or claims
         not covered by insurance; or


                                      -28-
<PAGE>


                  (iii) A material breach of the Purchaser's representations and
         warranties contained in Section 3.02 of this Agreement.

                  (c) Promptly after receipt by an indemnified party under this
Section 5.01 (an "Indemnified Party") of notice of the commencement of any such
action, such indemnified party will notify the Indemnifying Party in writing of
the commencement thereof if a claim in respect of such action is to be made
against the Indemnifying Party under this Section 5.01 (an "Indemnifying
Party"), but the omission so to notify the Indemnifying Party will not relieve
the Indemnifying Party from any liability hereunder unless such omission
materially prejudices the rights and positions of the Indemnifying Party. If any
such action is brought against an Indemnified Party, and it notifies the
Indemnifying Party of the commencement thereof, the Indemnifying Party will be
entitled to participate therein, and to assume the defense thereof, with counsel
selected by the Indemnifying Party and reasonably satisfactory to such
Indemnified Party, and after notice from the Indemnifying Party to the
Indemnified Party of its election so to assume the defense thereof, the
Indemnifying Party will not be liable to the Indemnified Party under this
Section 5.01 for any legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense of such action; provided,
however, that if the defendants in any such action include both one or more
Indemnified Parties and the Indemnifying Party and the Indemnified Party shall
have reasonably concluded that there may be legal defenses available to it which
are different from or additional to those available to the Indemnifying Party,
the Indemnified Party shall have the right to select separate counsel to defend
such legal action on its behalf (it being understood, however, that the
Indemnifying Party shall not be liable for the expenses of more than one
separate counsel appointed by the Indemnified Party) and, provided, further,
that this sentence shall not be in effect if (i) the Indemnifying Party shall
not have employed counsel reasonably satisfactory to the Indemnified Party to
represent the Indemnified Party within a reasonable time after notice of
commencement of the action or (ii) the Indemnifying Party shall have authorized
the employment of counsel for the Indemnified Party at the expense of the
Indemnifying Party. If the Indemnifying Party assumes the defense of any such
proceeding, it shall be entitled to settle such proceeding with the consent of
the Indemnified Party that is also subject to such proceeding or, if such
settlement provides for release of the Indemnified Party in connection with all
matters relating to the proceeding which have been asserted against the
Indemnified Party in such proceeding by the other parties to such settlement,
without the consent of the Indemnified Party.

                  (d) Notwithstanding any provision in this Agreement to the
contrary, in no event shall the Purchaser have any responsibility or liability
for the performance of the residual securities relating to the Securitized
Portfolio.

                                   ARTICLE VI

                         INTERIM SERVICING REQUIREMENTS

                  Section 6.01.00 Metwest to Act as Subservicer During Interim
                                  Period.

                  (a) The Sellers and the Purchaser mutually acknowledge that it
is impracticable for the Purchaser immediately to perform the Servicing
Requirements as of the


                                      -29-
<PAGE>


Closing Date and that a period of time from the Closing Date to the applicable
Transfer Date (as to any Servicing Rights and Servicing Requirements, the
"Interim Period") may be required for the Purchaser directly to assume and
perform the physical tasks of such servicing. Metwest will interim service the
Assets as subservicer during the Interim Period in accordance with Metwest
Servicing Requirements. During the Interim Period, Metwest shall be entitled to
a monthly subservicing fee equal to 1/12 of 0.35% of the outstanding principal
balance (determined as of the first day of the related calendar month) of the
Assets then being subserviced by Metwest (the "Subservicing Fee"), which fee
shall be payable out of the Servicing Fee and shall be pro-rated for any partial
month. Notwithstanding anything in this Agreement to the contrary, Metwest shall
make all remittances and comply with all reporting requirements during the
Interim Period, including but not limited to funding all Advances required to be
made in accordance with the Metwest Servicing Requirements. Metwest and the
Purchaser mutually agree that no later than five (5) Business Days after the end
of each calendar month during the Interim Period, Metwest shall deliver to the
Purchaser all Servicing Fees received during the Interim Period, less the
Subservicing Fee which may be retained by Metwest. In addition, Metwest will
remit to the Purchaser on the applicable Transfer Date all Ancillary Income due
to the Purchaser with respect to the related Assets that has been received since
the Cut-off Date and not previously remitted to the Purchaser, provided,
however, that notwithstanding any provision in this Agreement to the contrary,
Ancillary Income during the Interim Period will be deemed to equal a computed
sum equal to the sum of the product of 1/12 of 8.8 basis points multiplied by
the outstanding balance of the Assets as of the first day of the month in which
such Ancillary Income is received, which amount shall be pro-rated for any
partial month and for the transfer of any Assets on the applicable Transfer
Date.

                  (b) In the event Metwest makes any Advances during the Interim
Period pursuant to Section 6.01(a), the Purchaser shall reimburse Metwest for
such Advances in the same manner and to the same extent as provided for under
Section 2.02, with 90% of such Advances to be reimbursed on the applicable
Transfer Date for such Assets and the remaining 10% to be reimbursed within
fifteen (15) Business Days following such Transfer Date.

                  (c) It is the express intent hereunder of the parties hereto
that the Sellers shall have no rights whatsoever in respect of any and all
reimbursements in respect of Advances reimbursed by the Purchaser pursuant to
this Agreement. However, in the event that, notwithstanding the intent of the
parties hereto, any rights to reimbursement in respect of Advances made by the
Purchaser hereunder are determined to belong, in whole or in part, to the
Sellers, then the Sellers hereby unconditionally assign, transfer and otherwise
convey to the Purchaser all of their right, title and interest, in, to and under
such rights to reimbursement in respect to Advances reimbursed by the Purchaser,
whether now existing or hereafter created or arising from time to time with
respect thereto, and all monies due and or to become due and all amounts
received with respect thereto and all proceeds (including, without limitation,
"proceeds" as defined in the Uniform Commercial Code) thereof.

                  Section 6.02.00 Limitations on Interim Servicing.

                  From and after the applicable Purchase Date, the sole and
exclusive ownership of the related Servicing Rights shall vest in the Purchaser.
The possession of all Loan Files and


                                      -30-
<PAGE>


other books, records, accounts and funds by the Sellers or its agents following
the related Purchase Date is solely in a fiduciary capacity for and at the will
of the Purchaser, subject to any rights of the related Owners.

                  Section 6.03.00 Servicing Platform.

                  The term "Servicing Platform" includes the following:

                  (a) all or a sufficient portion of Metwest's current office
space in Spokane, Washington;

                  (b) sufficient computer equipment and related accessories and
facilities used as of the Closing Date in connection with the servicing of the
Assets;

                  (c) sufficient computer software, including all enhancements
thereof being operated on the computer equipment necessary for the servicing of
the Assets;

                  (d) sufficient consultants and support staff with respect to
the computer hardware and software operated as of the Closing Date in connection
with the servicing of the Assets;

                  (e) sufficient furniture and fixtures and other equipment used
necessary for the servicing of the Assets; and

                  (f) sufficient number of Metwest's employees to service the
Assets in accordance with the requirements of law and the Servicing
Requirements.

                  Metwest represents and warrants to the Purchaser that the
Servicing Platform is adequate and sufficient for the Purchaser to perform all
of Metwest's obligations as subservicer during the Interim Period.

                  The obligations and performance of the Purchaser under this
Agreement are conditioned upon and subject to Metwest maintaining the Servicing
Platform for the period commencing on the Closing Date and continuing thereafter
through and including the applicable Transfer Date. The Purchaser will receive
all servicing revenues from the P&S Agreement and the Servicing Agreement for
this period including without limitation, all Servicing Fees and Ancillary
Income in accordance with, and subject to, Section 6.01. The Sellers agrees that
the Purchaser shall assume no obligations or liabilities and shall not become
responsible for the performance or satisfaction of any obligations or
liabilities with respect to or arising out of the Servicing Platform.


                                      -31-
<PAGE>


                                   ARTICLE VII

                              ADDITIONAL AGREEMENTS

                  Section 7.01.00 Publicity.

                  As soon as practicable after the Closing Date, a joint press
release, in such form as mutually agreed by the parties hereto, may be issued by
the parties hereto. No other publicity regarding the transactions contemplated
by this Agreement shall be made without the prior written approval of the
parties hereto, except as may be required by applicable law upon the advice of
counsel.

                  Section 7.02.00 Consents.

                  (a) The purchase and sale of the Servicing Rights relating to
the Securitized Portfolio is subject to Metwest obtaining at its sole expense
all necessary amendments to the P&S Agreements and the consent of the Trustee
and the certificateholders under the related P&S Agreements to such amendments
prior to the related Purchase Date. The Purchaser shall cooperate with Metwest
in effecting such amendments and obtaining such consents and shall timely
respond to all reasonable requests concerning the Purchaser and its business
operations in connection therewith. Metwest shall notify the Purchaser in
writing immediately upon the execution of such amendments and delivery of the
requisite consents and Metwest shall provide a copy of each such amendment and
consents to the Purchaser.

                  (b) Metwest shall obtain any consent letters not provided for
in subsection (a) above and provide any notice letters that are required with
respect to any Rating Agency, Custodian or other third party prior to the
related Purchase Date or Transfer Date, as applicable, at its sole expense with
respect to any Loan in the Securitized Portfolio.

                  Section 7.03. REO Resales.

                  So long as Metwest or any affiliate owns the residual economic
interest in any Pool within the Securitized Portfolio, the Purchaser and Metwest
agree to cooperate in allowing Metwest an opportunity to provide financing
and/or resale advice, including but not limited to determination of sale price
and marketing method, in connection with REO Properties relating to such series;
provided, however, that in no event shall the Purchaser have any obligation to
take any action that would be inconsistent with the Servicing Requirements.

                  Section 7.04. Imaged Asset Files.

                  The Purchaser shall make available to Metropolitan, on behalf
of the Sellers, on-line access to the Purchaser's servicing system for purposes
of certain servicing data with respect to the Assets. In addition, in the event
the Purchaser images documents contained in the Asset Files, the Purchaser
agrees to make available to Metropolitan on-line access to such imaged documents
to the extent such access is readily available. Metropolitan shall be
responsible for software and hardware costs necessary for Metropolitan to access
such on-line information. In no event shall the Purchaser be obligated to make
the foregoing on-line access to information


                                      -32-
<PAGE>


available to the extent not permitted by law or otherwise inconsistent with the
Servicing Requirements.


                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

                  Section 8.01.00 Amendment.

                  This Agreement may be amended from time to time by the
Purchaser and the Sellers only by written agreement signed by the Purchaser and
the Sellers.

                  Section 8.02.00 Governing Law.

                  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT PREEMPTED
BY FEDERAL LAW.

                  Section 8.03.00 Notices.

                  All notices or other communications hereunder shall be in
writing and shall be deemed to have been given and received: (a) upon receipt if
delivered personally (unless subject to clause (b)) or if mailed by registered
or certified mail return receipt requested, postage prepaid seven (7) Business
Days after deposit in the U.S. Mail; (b) at 5:00 p.m. local time on the business
day following dispatch if sent by a nationally recognized overnight courier; or
(c) upon completion of transmission (which is confirmed by telephone or by a
statement generated by the transmitting machine) if transmitted by telecopy or
other means of facsimile which provided immediate or near immediate transmission
to compatible equipment in the possession of the recipient, in any case to the
parties at the following addresses or telecopy numbers (or at such other address
or telecopy number for a party as will be specified by like notice):

                  If to the Purchaser:

                           Ocwen Federal Bank FSB
                           The Forum, Suite 1002
                           1675 Palm Beach Lakes Blvd.
                           West Palm Beach, Florida 33401
                           Attention:  Secretary
                           Facsimile Number:  (561) 682-8177
                           Confirmation Number:  (561) 682-8517


                                      -33-
<PAGE>


                  If to the Sellers:

                           [Name of Seller]
                           c/o Metropolitan Mortgage & Securities Co., Inc.
                           601 West First Avenue
                           Spokane, Washington  99201
                           Attention:  Legal Department
                           Facsimile Number:  (509) 835-2758
                           Confirmation Number:  (509) 838-3111

                  Section 8.04.00 Exhibits.

                  The exhibits to this Agreement are hereby incorporated and
made a part hereof and are an integral part of this Agreement.

                  Section 8.05.00 General Interpretive Principles.

                  For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

                  (a) the terms defined in this Agreement have the meanings
assigned to them in this Agreement and include the plural as well as the
singular;

                  (b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;

                  (c) references herein to "Articles," "Sections,"
"Subsections," "Paragraphs," and other subdivisions without reference to a
document are to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Agreement;

                  (d) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions;

                  (e) the words "herein," "hereof," "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any particular
provision; and

                  (f) the term "include" or "including" shall mean without
limitation by reason of enumeration.

                  Section 8.06.00 Reproduction of Documents.

                  This Agreement and all documents relating thereto, including,
without limitation, (i) consents, waivers and modifications which may hereafter
be executed, (ii) documents received by any party at the closing, and (iii)
financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree
that


                                      -34-
<PAGE>


any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

                  Section 8.07.00 Counterparts.

                  This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one instrument. It shall not be necessary in making proof of
this Agreement or any counterpart thereof to produce or account for any other
counterpart.

                  Section 8.08.00 Entire Agreement, Successors and Assigns.

                  Except as otherwise provided herein, this Agreement
constitutes the entire agreement between the parties hereto and supersedes all
rights and prior agreements and understandings, oral and written, between the
parties hereto with respect to the subject matter hereof. This Agreement (A) is
in writing and (B) is approved by either the board of directors or the loan
committee of the Sellers and the authority for such approval is reflected in the
minutes of said board or committee. This Agreement shall not be assignable in
whole or in part by the Sellers or the Purchaser. This Agreement and any rights,
remedies, obligations or liabilities under or by reason of the Agreement shall
inure to the benefit of and be binding on the parties hereto or their respective
successors and permitted assigns.

                  Section 8.09.00 Intention of the Parties

                  It is the intention of the parties that the Sellers are
selling, and the Purchaser is purchasing, only the Servicing Rights to the
Assets and not any interest in the Assets themselves. The parties intend that
the sale and transfer herein contemplated constitute a sale of the Servicing
Rights, conveying good title thereto free and clear of any liens and
encumbrances, from the Sellers to the Purchaser and that such property not be
part of any Seller's estate or property of any Seller in the event of any
insolvency by any Seller. In the event that such conveyance is deemed to be, or
to be made as security for, a loan the parties intend that each Seller shall be
deemed to have granted and does hereby grant to the Purchaser a valid security
interest in all of such Seller's right, title and interest in and to the
Servicing Rights and that this Agreement shall constitute a security agreement
under applicable law. The Sellers agree that from time to time, at its expense,
it shall promptly execute and deliver all additional instruments and documents
and take all additional action that the Purchaser may reasonably request in
order to perfect the interests of the Purchaser in, to and under, or to protect,
the Servicing Rights or to enable the Purchaser to exercise or enforce any of
its rights or remedies hereunder. To the fullest extent permitted by applicable
law, the Purchaser and its successors and assigns shall be permitted to sign and
file continuation statements and amendments thereto and assignments thereof
without any Seller's signature in such cases where a Seller is obligated
hereunder or under the relevant Uniform Commercial Code to sign such statements,
amendments or assignments if, after written notice to such Seller, such Seller
shall have failed to sign such continuation statements,


                                      -35-
<PAGE>


amendments or assignments within five (5) Business Days after receipt of such
notice from the Purchaser.

                  Section 8.10.00 Brokerage Commissions.

                  The Purchaser and the Sellers represent, each to the other
party hereto, that it has dealt with no broker in connection with the
transactions contemplated by this Agreement who is entitled to a commission or
fee payable by the other party hereunder and each party shall indemnify the
other party against any claims for brokerage commissions based solely on such
party's own acts.

                  Section 8.11.00 Further Assurances.

                  From time to time prior to the related Transfer Dates, the
Purchaser and the Sellers shall furnish to the other such reports, information
or documentation supplementary to the information contained in the documents and
schedules delivered pursuant hereto and deliver such reports as may reasonably
be requested by the Purchaser or the Sellers, as applicable, and as are
reasonably normal and customary in the servicing industry for like assets, and
the Purchaser and the Sellers shall afford reasonable cooperation each to the
other both prior to and following the Transfer Dates.

                  The Sellers and the Purchaser will each, at the request of the
other, execute and deliver to each other all such other instruments or
documentation that either may reasonably request in order to perfect the
transfer, assignment and delivery to the Purchaser of the Servicing Rights and
the consummation of the agreements hereunder, the assumption by the Purchaser of
the Servicing Requirements, and the release of the Sellers from the Servicing
Requirements.


                                      -36-
<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Servicing
Rights Purchase Agreement to be executed by their duly authorized officers as of
the date first above written.

                                OCWEN FEDERAL BANK FSB
                                (Purchaser)

                                By: /s/ RICHARD DELGADO
                                   ---------------------------------------------
                                Name: Richard Delgado
                                     -------------------------------------------
                                Title:  Vice President
                                      ------------------------------------------


                                METWEST MORTGAGE SERVICES, INC.
                                (Seller)

                                By: /s/ C. PAUL SANDIFUR, JR.
                                   ---------------------------------------------
                                Name: C. Paul Sandifur, Jr.
                                     -------------------------------------------
                                Title: President
                                      ------------------------------------------


                                METROPOLITAN MORTGAGE & SECURITIES CO., INC.
                                (Seller)

                                By: /s/ C. PAUL SANDIFUR, JR.
                                   ---------------------------------------------
                                Name: C. Paul Sandifur, Jr.
                                     -------------------------------------------
                                Title: President
                                      ------------------------------------------


                                WESTERN UNITED LIFE ASSURANCE COMPANY
                                (Seller)

                                By: /s/ C. PAUL SANDIFUR, JR.
                                   ---------------------------------------------
                                Name: C. Paul Sandifur, Jr.
                                     -------------------------------------------
                                Title: Vice President
                                      ------------------------------------------


                                SUMMIT SECURITIES, INC.
                                (Seller)

                                By: /s/ TOM TURNER
                                   ---------------------------------------------
                                Name: Tom Turner
                                     -------------------------------------------
                                Title: President
                                      ------------------------------------------



<PAGE>


                                OLD STANDARD LIFE INSURANCE COMPANY
                                (Seller)

                                By: /s/ TOM TURNER
                                   ---------------------------------------------
                                Name: Tom Turner
                                     -------------------------------------------
                                Title: Vice President Secretary Treasurer
                                      ------------------------------------------


                                OLD WEST ANNUITY AND LIFE INSURANCE COMPANY
                                (Seller)

                                By: /s/ TOM TURNER
                                   ---------------------------------------------
                                Name: Tom Turner
                                     -------------------------------------------
                                Title: Vice President
                                      ------------------------------------------


<PAGE>



                                   SCHEDULE A

                       SECURITIZED PORTFOLIO LOAN SCHEDULE
                              (SEGREGATED BY POOL)



                            [Electronic Copy on File]

<PAGE>



                                   SCHEDULE B

                    NON-SECURITIZED PORTFOLIO ASSET SCHEDULE


                            [Electronic Copy on File]



<PAGE>



                                  SCHEDULE B-1

                         METWEST NON-SECURITIZED ASSETS


                            [Electronic Copy on File]



<PAGE>



                                  SCHEDULE B-2

                       METROPOLITAN NON-SECURITIZED ASSETS


                            [Electronic Copy on File]


<PAGE>



                                  SCHEDULE B-3

                         WESTERN NON-SECURITIZED ASSETS


                            [Electronic Copy on File]


<PAGE>



                                  SCHEDULE B-4

                          SUMMIT NON-SECURITIZED ASSETS


                            [Electronic Copy on File]

<PAGE>



                                  SCHEDULE B-5

                       OLD STANDARD NON-SECURITIZED ASSETS


                            [Electronic Copy on File]

<PAGE>



                                  SCHEDULE B-6

                         OLD WEST NON-SECURITIZED ASSETS


                            [Electronic Copy on File]

<PAGE>



                                   SCHEDULE C


                          ESCROW MORTGAGE LOAN SCHEDULE





<PAGE>



                                   SCHEDULE D

                              DISCLOSURE SCHEDULES


                                    [Omitted]

<PAGE>



                                    EXHIBIT 1

                    LIST OF POOLING AND SERVICING AGREEMENTS

1.       Series 1996-1

         Pooling and Servicing Agreement, dated as of April 1, 1996, by and
         among Metropolitan Mortgage & Securities Co., Inc., among others, as
         Sellers, Tryon Mortgage Funding, Inc., as Sponsor, Spokane Mortgage
         Co., as Master Servicer and The Bank of New York, as Trustee.

2.       Series 1996-A

         Pooling and Servicing Agreement, dated as of November 1, 1996, by and
         among Metropolitan Mortgage & Securities Co., Inc., among others, as
         Sellers, Metropolitan Asset Funding, Inc., as Depositor, Metwest
         Mortgage Services, Inc., as Master Servicer and The Bank of New York,
         as Trustee.

3.       Series 1997-A

         Pooling and Servicing Agreement, dated as of August 1, 1997, by and
         among Metropolitan Asset Funding, Inc. II, as Depositor, Metwest
         Mortgage Services, Inc., as Servicer and The Bank of New York, as
         Trustee and Back-up Servicer.

4.       Series 1997-B

         Pooling and Servicing Agreement, dated as of September 1, 1997, by and
         among Metropolitan Mortgage & Securities Co., Inc., among others, as
         Sellers, Metropolitan Asset Funding, Inc. II, as Depositor, Metwest
         Mortgage Services, Inc., as Master Servicer and The Bank of New York,
         as Trustee, as amended by Amendment No. 1.

5.       Series 1998-A

         Pooling and Servicing Agreement, dated as of April 1, 1998, by and
         among Metropolitan Mortgage & Securities Co., Inc., among others, as
         Sellers, Metropolitan Asset Funding, Inc. II, as Depositor, Metwest
         Mortgage Services, Inc., as Master Servicer and The Bank of New York,
         as Trustee.

6.       Series 1998-B

         Pooling and Servicing Agreement, dated as of November 1, 1998, by and
         among Metropolitan Mortgage & Securities Co., Inc., among others, as
         Sellers, Metropolitan Asset Funding, Inc. II, as Depositor, Metwest
         Mortgage Services, Inc., as Master Servicer and The Bank of New York,
         as Trustee.


<PAGE>


7.       Series 1999-A

         Pooling and Servicing Agreement, dated as of March 1, 1999, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.

8.       Series 1999-B

         Pooling and Servicing Agreement, dated as of August 1, 1999, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.

9.       Series 1999-C

         Pooling and Servicing Agreement, dated as of October 1, 1999, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.

10.      Series 1999-D

         Pooling and Servicing Agreement, dated as of November 1, 1999, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.

11.      Series 2000-A

         Pooling and Servicing Agreement, dated as of March 1, 2000, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.

12.      Series 2000-B

         Pooling and Servicing Agreement, dated as of September 1, 2000, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metwest Mortgage Funding, Inc., as
         Depositor, Metwest Mortgage Services, Inc., as Master Servicer and The
         Bank of New York, as Trustee.


<PAGE>


                                    EXHIBIT 2

                             CONTENTS OF ASSET FILES

A.       With respect to each Mortgage Loan, the Asset File shall include each
         of the following items:

         1.       Copy of the original Promissory Note.

         2.       Copy of the original recorded Mortgage or Deed of Trust or
                  certified true copy of the Mortgage submitted for recording if
                  the original recorded Mortgage has not yet been returned.

         3.       A copy of the original recorded Assignment of Mortgage to the
                  related Loan Owner if the Loan Owner is not the Mortgagee or
                  beneficiary under the original Mortgage or Deed of Trust
                  executed by the assignor, and, if required by Servicing
                  Requirements, recorded. Subject to the foregoing and to
                  Servicing Requirements, such assignments may be by blanket
                  assignments for Mortgage Loans covering Mortgaged Properties
                  situated within the same county.

         4.       Copy of the original policy of lender's title insurance, if
                  applicable.

         5.       Evidence of all Insurance Policies and Insurance Agreements,
                  if applicable.

         6.       Copy of the original of each assumption, extension and
                  modification agreements, if any.

         7.       Copy of the original recorded intervening Assignments of
                  Mortgage, if any.

         8.       Original copy of the hazard insurance policy or certificate
                  thereof, if applicable and, in certain instances any evidence
                  of flood insurance, with extended coverage of the hazard
                  insurance policy which may be appropriate.

         9.       Residential or commercial appraisal, as applicable, if any.

         10.      Origination documents, if applicable, not available on seller
                  financed portfolio or certain pool acquisitions.

                  A.       Loan application;

                  B.       Credit Report;

                  C.       Preliminary Title Report and/or Commitment for Title
                           Insurance. Copies of easements and/or restrictions
                           and Tax Search sheet, if applicable; and

                  D.       Loan Commitment, if any.


<PAGE>


         11.      Closing certificates (for residential loans, if applicable,
                  will not be available on seller financed, employee loan
                  portfolio or certain pool acquisitions:

                  A.       Executed Truth in Lending statement pursuant to
                           Federal Reserve Board Regulation Z;

                  B.       Notices pursuant to the Equal Credit Opportunity Act
                           and Federal Reserve Board Regulation B, as amended;

                  C.       Form HUD-1 (Real Estate Settlement Procedures Act);

                  D.       If a refinance Mortgage, copy of the notice of right
                           to rescind, signed and dated; and

                  E.       Sale contract/deposit receipt, or escrow
                           instructions, as required.

         12.      Other papers and records developed or originated by the Seller
                  or others, required to document the Mortgage Loan or to
                  service the Mortgage Loan pursuant to Metwest Servicing
                  Requirements.

         13.      In addition, with respect to Commercial Mortgage Loans:

                  a.       A copy of the original security agreement, if any,
                           and of any intervening assignment thereof in
                           recordable form to the Loan Owner and all intervening
                           assignments showing an unbroken chain of assignment
                           from the originator thereof to the Person assigning
                           such security agreement to the Loan Owner.

                  b.       A copy of the original of the related assignment of
                           leases, if any (if such item is a document separate
                           from the Mortgage) and of any intervening assignments
                           thereof that precede the assignment to the Loan
                           Owner, in each case with evidence of recording
                           indicated thereon showing an unbroken chain of
                           assignment from the originator thereof to the person
                           assigning such assignment of leases to the Loan
                           Owner.

                  c.       A copy of an original assignment of any related
                           assignment of leases (if such item is a document
                           separate from the Mortgage), in recordable form to
                           the Loan Owner.

                  d.       Copies of filed copies of any prior UCC financing
                           statements in favor of the originator of such
                           Commercial Mortgage Loan or in favor of any assignee
                           prior to the Loan Owner, if any, and copies of the
                           original UCC-2s or UCC-3s, as appropriate, in favor
                           of the Loan Owner in each case, perfecting a security
                           interest in personal property.

                  e.       A copy of any related loan agreement, ground lessor
                           recognition agreement, collateral lease, management
                           agreement, guaranty, collateral


<PAGE>


                           assignment or other similar agreements made for the
                           benefit of the originator of such Commercial Mortgage
                           Loan, if any, and, if separate from the Mortgage,
                           original assignments thereof in favor of the Loan
                           Owner (and all intervening assignments).

B.       With respect to Mortgage  Loans that are Land Sale Contracts:

      1.       Copy of the original Land Sale Contract with evidence of
               recording indicated thereon or if the evidence of recording is
               not indicated on such Land Sale Contract, a Memorandum of Land
               Sale Contract with evidence of recording indicated thereon, or
               appropriate recorded copy of the original Warranty Deed to
               Seller.

      2.       A copy of the assignment of Land Sale Contract to the related
               Loan Owner executed by the assignor, and, if required by
               Servicing Requirements, recorded.

      3.       Copy of the original title insurance policy (or duplicate policy)
               or, if the original title insurance policy has not been issued,
               the irrevocable commitment to issue the same.

      4.       Copies of all assumption, modification and substitution
               agreements in those instances where the terms or provisions of
               the Land Sale Contract have been modified or assumed.

      5.       Copy of warranty deed in the name of the related Loan Owner, if
               not included in the assignment of Land Sale Contract.

      6.       Copies of all original recorded intervening assignments, if any,
               of the Land Sale Contract, with recording information thereon,
               showing a complete chain of assignment from the originator of the
               Land Sale Contract to the related Loan Owner.

      7.       To the extent contained in the file, in the case of each Land
               Sale Contract relating to a Commercial Property, filed copies of
               prior UCC financing statements, if any, in favor of the
               originator of such Mortgage Loan or in favor of any assignee
               prior to the related Loan Owner and original UCC-2s or UCC-3s, as
               appropriate, in favor of the related Loan Owner.

      8.       To the extent contained in the file, in the case of each Land
               Sale Contract relating to a Commercial Property, copies of the
               related loan agreement, ground lessor recognition agreement,
               collateral lease, management agreement, guaranty, collateral
               assignment or other similar agreements made for the benefit of
               the originator of such Mortgage Loan, if any, and, if separate
               from the Mortgage, copies of the original assignments thereof in
               favor of the related Loan Owner.

      9.       Residential or commercial appraisal, as applicable, if any.

      10.      Origination documents, if applicable, not available on seller
               financed portfolio or certain pool acquisitions:


<PAGE>


                  a.       Loan application;

                  b.       Credit Report;

                  c.       Preliminary Title Report and/or Commitment for Title
                           Insurance. Copies of easements and/or restrictions
                           and Tax Search sheet, if applicable; and

                  d.       Loan Commitment, if any.

         11.      Closing certificates (for residential Land Sale Contracts, if
                  applicable) not available on seller financed portfolio,
                  employee loans or certain pool acquisitions:

                  a.       Executed Truth in Lending statement pursuant to
                           Federal Reserve Board Regulation Z;

                  b.       Notices pursuant to the Equal Credit Opportunity Act
                           and Federal Reserve Board Regulation B, as amended;

                  c.       Form HUD-1 (Real Estate Settlement Procedures Act);

                  d.       If a refinance Mortgage, copy of the notice of right
                           to rescind, signed and dated; and

                  e.       Sale contract/deposit receipt, or escrow
                           instructions, as required.

         12.      Other papers and records developed or originated by the Seller
                  or others, required to document the Land Sale Contracts or to
                  service the Land Sale Contracts pursuant to Metwest Servicing
                  Requirements.

C.       With respect to each Non-Mortgage Loan, the Loan File shall include
         each of the following items:

         1.       Copy of the original note, when applicable.

         2.       Copy of the original security agreement or similar agreement
                  granting a security interest in collateral.

         3.       Evidence of all Insurance Policies and Insurance Agreements,
                  if any.

         4.       Copy of the original of each assumption, extension and
                  modification agreements, if any.

         5.       Collateral appraisal, if applicable.

         6.       Origination documents, if any:

                  a.       Loan application;


<PAGE>


                  b.       Credit Report; and

                  c.       Loan Commitment, if any.

         7.       Other papers and records developed or originated by the Seller
                  or others, required to document the Non-Mortgage Loan or to
                  service the Non-Mortgage Loan pursuant to Metwest Servicing
                  Requirements.

         8.       In addition, with respect to Timeshare Loans

                  a.       Copy of the original Promissory Note.

                  b.       Copy of the original recorded Mortgage or Deed of
                           Trust or certified true copy of the Mortgage
                           submitted for recording if the original recorded
                           Mortgage has not yet been returned.

                  c.       A copy of the original recorded Assignment of
                           Mortgage to the related Loan Owner if the Loan Owner
                           is not the Mortgagee or beneficiary under the
                           original Mortgage or Deed of Trust executed by the
                           assignor, and, if required by Metwest Servicing
                           Requirements, recorded. Subject to the foregoing and
                           to Servicing Requirements, such assignments may be by
                           blanket assignments for Mortgage Loans covering
                           Mortgaged Properties situated within the same county.

                  d.       Copy of the original of each assumption, extension
                           and modification agreements, if any.

                  e.       Copy of the original recorded intervening Assignments
                           of Mortgage, if any.

                  f.       Other papers and records developed or originated by
                           the Seller or others, required to document the
                           Mortgage Loan or to service the Mortgage Loan
                           pursuant to Metwest Servicing Requirements.

         9.       In addition, with respect to Lottery Loans:

                           A. Copy of Court Order, certified true and correct
                           copy from issuing court, if applicable.

                           B. Copy of original promissory note, if applicable.

                           C. Security Agreement, if applicable.

                           D. To the extent contained in the file, in the case
                           of each Alternative Cashflow Transaction relating to
                           a Lottery Loan or other collateral loan, filed copies
                           of prior UCC financing statements, if any, in favor
                           of the originator of such Lottery Loan or other
                           collateral loan or in favor of any


<PAGE>


                           assignee prior to the related Loan Owner and original
                           UCC-2s or UCC-3s, as appropriate, in favor of the
                           related Loan Owner.

                           E. Loan Agreement, if applicable.

                           F. Acknowledgement letter from Lottery Commission,
                           Annuity Owner, or Payment Obligor, if applicable, in
                           favor of the originator of such Lottery Loan or other
                           collateral loan or in favor of any assignee prior to
                           the related Loan Owner and original UCC-2s or UCC-3s,
                           as appropriate, in favor of the related Loan Owner.

                           G. Receivable Purchase and Sale Agreements between
                           Seller and/or Broker and Metro company.

LOTTERY ASSIGNMENTS:

         A.       Copy of Court Order, certified true and correct copy from
                  issuing court, if applicable.

         B.       Copy of Annuity Policy, if applicable.

         C.       Copy of original Lottery Prize Assignment between Broker and
                  Seller (prize winner), if applicable.

         D.       To the extent contained in the Asset File, in the case of each
                  Alternative Cashflow Transaction relating to a Assignable
                  Lottery transaction or other collateral loan, filed copies of
                  prior UCC financing statements, if any, in favor of the
                  originator of such Assignable Lottery transaction or other
                  collateral loan or in favor of any assignee prior to the
                  related Owner and original UCC-2s or UCC-3s, as appropriate,
                  in favor of the related Owner.

         E.       Acknowledgment letter from Lottery Commission, Annuity Owner,
                  or Payment Obligor, if applicable.

         F.       Receivable Purchase and Sale Agreements between Seller and/or
                  Broker and Metropolitan affiliated company.


LOTTERY TRUST TRANSACTIONS

         A.       Signed copy of the trust agreement.

         B.       Copy of Court Order, certified true and correct copy from
                  issuing court, if applicable.

         C.       Copy of original promissory note, if applicable.

<PAGE>


         D.       Security Agreement, if applicable.

         E.       To the extent contained in the Asset File, in the case of each
                  Alternative Cashflow Transaction relating to a Lottery trust
                  transaction, filed copies of prior UCC financing statements,
                  if any, in favor of the originator of such Lottery trust or in
                  favor of any assignee prior to the related Loan Owner and
                  original UCC-2s or UCC-3s, as appropriate, in favor of the
                  related Loan Owner.

         F.       Loan Agreement, if applicable.

         G.       Acknowledgment letter from Trustee in favor of the originator
                  of such transaction or any assignee prior to the related Loan
                  Owner.

         H.       Receivable Purchase and Sale Agreements between Seller and/or
                  Broker and Metropolitan affiliated company.

JUDGMENT TRANSACTIONS:

         A.       Filed copy of the judgment against the city/county, etc.

         B.       Signed copy of the settlement agreement, if any.

         C.       Complete copy of the annuity policy, if any.

         D.       UCC, judgment and lien search made on the seller.

         E.       Receivable purchase and sale agreement (with power of
                  attorney).

         F.       Affidavit made by the seller.

         G.       Notice of assignment and direction of payments.

         H.       Payment distribution letter (pass-thru letter), if needed.

         I.       Receivable Purchase and Sale Agreements between Seller and/or
                  Broker and Metropolitan affiliated company.

ANNUITY TRANSACTIONS:

         A.       Copy of Annuity Policy, if applicable.

         B.       Copy of original Assignment Agreement between Broker and
                  Seller (prize winner), if applicable.

         C.       To the extent contained in the Asset File, in the case of each
                  Alternative Cashflow Transaction relating to an Assignable
                  Annuity transaction or other collateral loan, filed copies of
                  prior UCC financing statements, if any, in favor of the
                  originator of


<PAGE>


                  such Assignable Annuity transaction or other collateral loan
                  or in favor of any assignee prior to the related Owner and
                  original UCC-2s or UCC-3s, as appropriate, in favor of the
                  related Owner.

         D.       Acknowledgment letter from Annuity Owner, or Payment Obligor,
                  if applicable.

         E.       Copy of Court Order, certified true and correct copy from
                  issuing court, if applicable.

         F.       Receivable Purchase and Sale Agreements between Seller and/or
                  Broker and Metropolitan affiliated company.

MISCELLANEOUS CASHFLOW TRANSACTIONS:

         A.       To the extent contained in the Asset File, a copy of Court
                  Order, certified true and correct copy from issuing court, if
                  applicable.

         B.       To the extent contained in the Asset File, a copy of original
                  Assignment Agreement, Loan Agreement and Security Agreement
                  between Broker and Seller (prize winner), if applicable.

         C.       To the extent contained in the Asset File, a copy of the
                  original Promissory note and accompanying endorsements.

         D.       To the extent contained in the Asset File, in the case of each
                  Miscellaneous Cashflow Transaction relating to a Miscellaneous
                  Cashflow transaction or other collateral loan, filed copies of
                  prior UCC financing statements, if any, in favor of the
                  originator of such Miscellaneous Cashflow transaction or other
                  collateral loan or in favor of any assignee prior to the
                  related Owner and original UCC-2s or UCC-3s, as appropriate,
                  in favor of the related Owner.

         E.       Acknowledgment letter from Annuity Owner, or Payment Obligor,
                  if applicable.

         F.       Receivable Purchase and Sale Agreements between Seller and/or
                  Broker and Metropolitan affiliated company.

FARM SUBSIDY TRANSACTIONS:

1.       Conservation Reserve Payment Program CRP - documentation requirements:

         A.       Copy of Sellers most recent Farm Operating Plan/Financial
                  Statement.

         B.       Signed copy of Highly Erodible Land Conservation (HELC) and
                  Wetland Conservation (WC) Certificate.

         C.       Copy of original Certificate Purchase and Assignment
                  Agreement.


<PAGE>


         D.       Copy of Testamentary Agreement.

         E.       Copy of original Assignment Of Payments (Form Ccc-36) executed
                  by the farmer.

         F.       Copy of Written Approval of Assignment from the FSA Office.

         G.       Copy of original signed Notice of Purchase and Assignment
                  Agreement from farmer.

2.       Production Flexibility Contract Program - PFC documentation
         requirements

         A.       Copy of Sellers most recent Farm Operating Plan/Financial
                  Statement.

         B.       Copy of original Highly Erodible Land Conservation (HELC) and
                  Wetland Conservation (WC) Certificate.

         C.       Copy of original executed update to Operating Plan, Form
                  CCC-502 Or CCC-502ez, if any.

         D.       Copy of original Production Flexibility Contract (Form
                  CCC-478).

         E.       Copy of original Production Flexibility Contract Payments
                  Form.

         F.       Copy of original Form FSA-156ez (printout from the FSA
                  Office).

         G.       Copy of original Sale, Assignment Form & Testamentary
                  Agreement between farmer & FCC (Farm Capital Corp.).

         H.       Copy of original Assignment of Payments (Form CCC-36) executed
                  by the farmer.

         I.       Copy of original written approval of assignment from the FSA
                  office.

         J.       Copy of signed Notice of Purchase and Assignment Agreement
                  from farmer.



<PAGE>



                                    EXHIBIT 3

                      FORM OF SELLER'S CLOSING CERTIFICATE

                  I, ______________________, hereby certify that I am the duly
elected [Vice] President of [Name of Seller], a ______________ corporation (the
"______") and further certify as follows:

                  1. The representations and warranties made by the Seller in
Section 3.01 of the Servicing Rights Purchase Agreement, dated as of April 1,
2001 (the "Purchase Agreement"), by and among [Name of Sellers] (collectively,
the "Sellers") and Ocwen Federal Bank FSB (the "Purchaser") are true and correct
in all material respects at and as of the date hereof with the same effect as if
made on the date hereof.

                  2. Each person who, as an officer or representative of the
Seller, signed the Purchase Agreement and the Servicing Agreement and any
document delivered prior hereto or on the date hereof in connection with the
transactions contemplated under the Purchase Agreement was, at the respective
times of such signing and delivery, and is now duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents are their genuine signatures.

                  3. Attached hereto is a certified true copy of the
authorization of the execution of the Purchase Agreement and the Servicing
Agreement and certain related matters, and such authorization has not been
amended, modified, annulled or revoked and is in full force and effect.

                  4. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Purchase Agreement.


<PAGE>



                  IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the seal of the Seller.

Dated:                       , 2001
       ----------------------

                                        [NAME OF SELLER]

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
[Seal]                                  Title:
                                              ----------------------------------


                  I, ________________________, a ________________________ of
[Name of Seller], hereby certify that ________________________ is the duly
elected, qualified and acting ______________ of the Seller and that the
signature appearing above is [her] [his] genuine signature.

                  IN WITNESS WHEREOF, I have hereunto assigned my name.

Dated:            , 2001.
      ------------
                                        [NAME OF SELLER]

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


<PAGE>



                                    EXHIBIT 4

                     FORM OF PURCHASER'S CLOSING CERTIFICATE

                  I, ______________________, hereby certify that I am the duly
elected [Vice] President of OCWEN FEDERAL BANK FSB, a federal savings bank (the
"Purchaser") and further certify as follows:

                  1. The representations and warranties made by the Purchaser in
Section 3.03 of the Servicing Rights Purchase Agreement, dated as of April 1,
2001 (the "Purchase Agreement"), by and among [Name of Sellers] (collectively,
the "Sellers") and the Purchaser are true and correct in all material respects
at and as of the date hereof with the same effect as if made on the date hereof.

                  2. Each person who, as an officer or representative of the
Purchaser, signed the Purchase Agreement and the Servicing Agreement and any
other document delivered prior hereto or on the date hereof in connection with
the transactions contemplated under the Purchase Agreement and the Servicing
Agreement was, at the respective times of such signing and delivery, and is now
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
are their genuine signatures.

                  3. Attached hereto is a certified true copy of the
authorization of the execution of the Purchase Agreement and the Servicing
Agreement and certain related matters, and such authorization has not been
amended, modified, annulled or revoked and is in full force and effect.

                  4. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Purchase Agreement.


<PAGE>



                  IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the seal of the Purchaser.

Dated:             , 2001
      -------------


                                        OCWEN FEDERAL BANK FSB

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
[Seal]                                  Title:
                                              ----------------------------------


                  I, ________________________, a ________________________ of
Ocwen Federal Bank FSB, hereby certify that ________________________ is the duly
elected, qualified and acting ______________ of the Purchaser and that the
signature appearing above is [her] [his] genuine signature.

                  IN WITNESS WHEREOF, I have hereunto assigned my name.

Dated:                  , 2001.
       -----------------
                                        OCWEN FEDERAL BANK FSB

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


<PAGE>



                                    EXHIBIT 5

                      FORM OF OPINION OF COUNSEL TO SELLERS


                                  April __ 2001


Ocwen Federal Bank FSB
1675 Palm Beach Lakes Blvd
West Palm Beach, FL  33401


Ladies and Gentlemen:

                  We have acted as counsel to [Name of Sellers] (collectively,
the "Sellers"), with respect to certain matters in connection with the sale by
the Seller of Servicing Rights as defined in the Servicing Rights Purchase
Agreement, dated as of April 1, 2001 (the "Purchase Agreement"), by and between
the Sellers and Ocwen Federal Bank FSB, a federal savings bank (the
"Purchaser"). We have also acted as counsel to the Seller in connection with the
execution and delivery of the Servicing Agreement, dated as of April 1, 2001
(the "Servicing Agreement"), by and between the Sellers and the Purchaser, the
Agreement to Sell Servicing Rights, dated as of April 1, 2001 (the "Resale
Agreement"), by and between the Sellers and [other agreements] together with the
Purchase Agreement, the Servicing Agreement and the Resale Agreement, the
"Agreements"). This opinion is being provided to you pursuant to Section 4.01 of
the Purchase Agreement. Capitalized terms used but not otherwise defined herein
shall have the meanings set forth in the Purchase Agreement.

                  We have reviewed the Agreements and such other documents as we
deemed necessary or advisable for purposes of the opinions set forth below. To
the extent that we have deemed appropriate, we have relied upon representations
and certifications of officers of the Seller. We have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of natural persons and the conformity to the
originals of all documents. Based upon the foregoing, we are of the opinion
that:

                  1. Each Seller has the requisite power, authority and legal
right to engage in the transactions contemplated by the Agreements and to
execute and deliver each of the Agreements and to perform and observe the terms
and conditions of each of such Agreements.

                  2. Each of the Agreements has been duly authorized, executed
and delivered by each Seller and is the legal, valid and binding obligation of
such Seller, enforceable in accordance with their respective terms against such
Seller, subject to bankruptcy, insolvency and other similar laws and to the
availability of equitable remedies.

                  3. No consent, approval, authorization or order of, or notice
to, or declaration, filing or registration with, any person, court or
governmental agency or body is


<PAGE>


required for the execution, delivery and performance by each Seller of, or
compliance by each Seller with, any of the Agreements, or the transfer of the
Servicing Rights or the consummation of the transactions contemplated by the
Agreements, other than those that have been obtained or as set forth on Exhibit
A.

                  4. The execution and delivery of the Agreements, and the
performance by each Seller of its obligations under the Agreements, will not
violate, conflict with or result in a default under any of the terms of the
organizational documents of such Seller, or of any material agreement, contract,
mortgage, indenture or other instrument, or any order or decree of any court or
other tribunal or governmental agency which is binding upon such Seller.

                  5. There is no action, suit, proceeding or investigation
pending or, to the best of our knowledge, threatened against any Seller which in
our judgment, either in any one instance or in the aggregate, would draw into
question the validity of any of the Agreements or which would be likely to
impair materially the ability of such Seller to perform under the terms of any
of the Agreements.

                                         Very truly yours,


                                         ------------------------------



<PAGE>



                                    EXHIBIT 6

                   FORM OF OPINION OF COUNSEL TO THE PURCHASER



                                 April __, 2001


To:      Parties Identified
         on Schedule A


Ladies and Gentlemen:

                  We have acted as counsel to Ocwen Federal Bank FSB, a federal
savings bank (the "Purchaser"), with respect to certain matters in connection
with the transfer by the Sellers (as defined below) of Servicing Rights as
defined in the Servicing Rights Purchase Agreement, dated as of April 1, 2001
(the "Purchase Agreement"), by and between [Name of Sellers] (collectively, the
"Sellers") and the Purchaser. We have also acted as counsel to the Purchaser in
connection with the execution and delivery of the Servicing Agreement, dated as
of April 1, 2001 (the "Servicing Agreement"), by and between the Sellers and the
Purchaser, the Agreement to Sell Servicing Rights, dated as of April 1, 2001
(the "Resale Agreement") and [other agreements] (together with the Purchase
Agreement, the Servicing Agreement and the Resale Agreement, the "Agreements").
This opinion is being provided to you pursuant to Section 4.01 of the Purchase
Agreement. Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Purchase Agreement.

                  We have reviewed the Agreements and such other documents as we
deemed necessary or advisable for purposes of the opinions set forth below. To
the extent that we have deemed appropriate, we have relied upon representations
and certifications of officers of the Purchaser. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of natural persons and the conformity to the
originals of all documents. Based upon the foregoing, we are of the opinion
that:

                  1. The Purchaser has the requisite power, authority and legal
right to engage in the transactions contemplated by each of the Agreements and
to execute and deliver each of the Agreements and to perform and observe the
terms and conditions of each of the Agreements.

                  2. Each of the Agreements has been duly authorized, executed
and delivered by the Purchaser and is the legal, valid and binding obligation of
the Purchaser, enforceable in accordance with its respective terms against the
Purchaser, subject to bankruptcy, insolvency, receivership, and other similar
laws and to the availability of equitable remedies.

                  3. No consent, approval, authorization or order of, or notice
to, or declaration, filing or registration with, any person, court or
governmental agency or body is


<PAGE>


required for the execution, delivery and performance by the Purchaser of, or
compliance by the Purchaser with, any of the Agreements, or the transfer of the
Servicing Rights or the consummation of the transactions contemplated by the
Agreements, other than those that have been obtained or are required to be
obtained by the Sellers under the Agreements.

                  4. The execution and delivery of the Agreements, and the
performance by the Purchaser of its obligations under the Agreements, will not
violate, conflict with or result in a default under any of the terms of the
organizational documents of the Purchaser, or of any material agreement,
contract, mortgage, indenture or other instrument, or any order or decree of any
court or other tribunal or governmental agency which is binding upon the
Purchaser.

                  5. There is no action, suit, proceeding or investigation
pending or, to the best of our knowledge, threatened against the Purchaser which
in our judgment, either in any one instance or in the aggregate, would draw into
question the validity of any of the Agreements or which would be likely to
impair materially the ability of the Purchaser to perform under the terms of any
of the Agreements.

                                          Very truly yours,


                                          ------------------------------


<PAGE>



                                    EXHIBIT 7

                       FORM OF ADVANCE PURCHASE AGREEMENT



                              [See Document No. 3]

<PAGE>




                                    EXHIBIT 8

                           FORM OF SERVICING AGREEMENT
                         (FOR NON-SECURITIZED PORTFOLIO)



                              [See Document No. 4]

<PAGE>




                                    EXHIBIT 9

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated _______
__, 2001, between METWEST MORTGAGE SERVICES, INC., a Washington corporation (the
"Assignor"), and OCWEN FEDERAL BANK FSB, a federal savings bank ("Assignee"):

         For and in consideration of the sum of TEN DOLLARS ($10.00) and other
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

         SECTION 1. TRANSFER OF SERVICING RIGHTS. The Assignor hereby grants,
transfers and assigns to Assignee, effective as of _______ __, 2001 or such
other date as mutually agreed by the Assignor and Assignee (the "Closing Date"),
all of the right, title and interest of the Assignor, in its capacity as Master
Servicer or Servicer (collectively the "Servicing Rights"), in, to and under the
Pooling and Servicing Agreements more fully described on Schedule I attached
hereto (the "P&S Agreements") with respect to the mortgage loans (the "Loans")
set forth on Schedule II attached hereto. The Assignee agrees to be bound, as
Master Servicer or Servicer, by all terms, covenants and conditions of the P&S
Agreements, and from and after the Closing Date the Assignee assumes all of the
Assignor's obligations arising from and after the Closing Date as Master
Servicer or Servicer thereunder. Notwithstanding any other provision in this
Agreement to the contrary, Assignor shall remain and be liable as Master
Servicer or Servicer under the P&S Agreements following the Closing Date in
respect of the performance of all obligations and duties of the Master Servicer
or Servicer taken or to be taken prior to the Closing Date, and Assignee shall
have no duties or liabilities in respect thereof. Capitalized terms used but not
defined herein shall have the meanings assigned to them in the P&S Agreements.

         SECTION 2. CONSENT TO TRANSFER OF SERVICING. Assignor has obtained the
consent of the necessary parties required for the consummation of the
transactions contemplated by this Assignment and Assumption Agreement and the
transfer of servicing of the Loans and the related Servicing Rights to Assignee.

         SECTION 3. NOTICES. The Assignee's address for purposes for all notices
and correspondence relating to the P&S Agreements and this Assignment and
Assumption Agreement is:


<PAGE>


                               Ocwen Federal Bank FSB
                               1675 Palm Beach Lakes Blvd.
                               Suite 1002
                               West Palm Beach, FL 33401
                               Attention:  Secretary
                               Telephone Number:  (561) 682-8157
                               Telecopier Number:  (561) 682-8177

              WITH A COPY TO:  Ocwen Federal Bank FSB
                               1675 Palm Beach Lakes Blvd.
                               Suite 532
                               West Palm Beach, FL 33401
                               Attention:  Law Dept.
                               Telephone Number:  (561) 682-8820
                               Telecopier Number:  (561) 682-8163

         SECTION 4. COUNTERPARTS. For the purpose of facilitating the execution
of this Assignment and Assumption Agreement and or other purposes, this
Assignment and Assumption Agreement may be executed simultaneously in any manner
in any number of counterparts, each of which shall be deemed to be an original,
and other shall constitute and be one and the same instrument.


<PAGE>



                  IN WITNESS WHEREOF, the parties have caused this Assignment
and Assumption Agreement to be executed by their duly authorized officers as of
the date first above written.


ASSIGNOR:                                    ASSIGNEE:

METWEST MORTGAGE SERVICES, INC.              OCWEN FEDERAL BANK FSB

By:                                          By:
   ----------------------------------           --------------------------------
Name:                                        Name:
     --------------------------------             ------------------------------
Its:                                         Its:
    ---------------------------------            -------------------------------


<PAGE>



                SCHEDULE I TO ASSIGNMENT AND ASSUMPTION AGREEMENT
                           LIST OF ALL P&S AGREEMENTS

1.       Series 1996-1

         Pooling and Servicing Agreement, dated as of April 1, 1996, by and
         among Metropolitan Mortgage & Securities Co., Inc., Summit Securities,
         Inc., Western United Life Assurance Company and Old Standard Life
         Insurance Company, as Sellers, Tryon Mortgage Funding, Inc., as
         Sponsor, Spokane Mortgage Co., as Master Servicer and The Bank of New
         York, as Trustee.

2.       Series 1996-A

         Pooling and Servicing Agreement, dated as of November 1, 1996, by and
         among Metropolitan Mortgage & Securities Co., Inc., Summit Securities,
         Inc., Western United Life Assurance Company and Old Standard Life
         Insurance Company, as Sellers, Metropolitan Asset Funding, Inc., as
         Depositor, Metwest Mortgage Services, Inc., as Master Servicer and The
         Bank of New York, as Trustee.

3.       Series 1997-A

         Pooling and Servicing Agreement, dated as of August 1, 1997, by and
         among, Metropolitan Asset Funding, Inc. II, as Depositor, Metwest
         Mortgage Services, Inc., as Servicer and The Bank of New York, as
         Trustee and Back-up Servicer.

4.       Series 1997-B

         Pooling and Servicing Agreement, dated as of September 1, 1997, by and
         among Metropolitan Mortgage & Securities Co., Inc., Old West Annuity
         and Life Insurance Co. (formerly known as Arizona Life Insurance
         Company), as Sellers, Metropolitan Asset Funding, Inc. II, as
         Depositor, Metwest Mortgage Services, Inc., as Master Servicer and The
         Bank of New York, as Trustee, as amended by Amendment No. 1.

5.       Series 1998-A

         Pooling and Servicing Agreement, dated as of April 1, 1998, by and
         among Metropolitan Mortgage & Securities Co., Inc., Old West Annuity
         and Life Insurance Co. (formerly known as Arizona Life Insurance
         Company), Western United Life Assurance Company and Old Standard Life
         Insurance Company, as Sellers, Metropolitan Asset Funding, Inc. II, as
         Depositor, Metwest Mortgage Services, Inc., as Master Servicer and The
         Bank of New York, as Trustee.


<PAGE>


6.       Series 1998-B

         Pooling and Servicing Agreement, dated as of November 1, 1998, by and
         among Metropolitan Mortgage & Securities Co., Inc., Old West Annuity
         and Life Insurance Co. (formerly known as Arizona Life Insurance
         Company), Western United Life Assurance Company and Old Standard Life
         Insurance Company, as Sellers, Metropolitan Asset Funding, Inc. II, as
         Depositor, Metwest Mortgage Services, Inc., as Master Servicer and The
         Bank of New York, as Trustee.

7.       Series 1999-A

         Pooling and Servicing Agreement, dated as of March 1, 1999, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.

8.       Series 1999-B

         Pooling and Servicing Agreement, dated as of August 1, 1999, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.

9.       Series 1999-C

         Pooling and Servicing Agreement, dated as of October 1, 1999, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.

10.      Series 1999-D

         Pooling and Servicing Agreement, dated as of November 1, 1999, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.

11.      Series 2000-A

         Pooling and Servicing Agreement, dated as of March 1, 2000, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metropolitan Asset Funding, Inc.
         II, as Depositor, Metwest Mortgage Services, Inc., as Master Servicer
         and The Bank of New York, as Trustee.


<PAGE>


12.      Series 2000-B

         Pooling and Servicing Agreement, dated as of September 1, 2000, by and
         among Metropolitan Mortgage & Securities Co., Inc., and Western United
         Life Assurance Company, as Sellers, Metwest Mortgage Funding, Inc., as
         Depositor, Metwest Mortgage Services, Inc., as Master Servicer and The
         Bank of New York, as Trustee.


<PAGE>



               SCHEDULE II TO ASSIGNMENT AND ASSUMPTION AGREEMENT
                           SCHEDULE OF MORTGAGE LOANS

                                    [to come]



<PAGE>



                                   EXHIBIT 10

                         FORM OF SUBSERVICING AGREEMENT

                              [See Document No. 5]