EXHIBIT 99.1
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated December 16,
2004 (the "Instrument"), between Ameriquest Mortgage Securities Inc. as seller
(the "Depositor") and Deutsche Bank National Trust Company as trustee (the
"Trustee") of the Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through
Certificates, Series 2004-R11, and pursuant to the Pooling and Servicing
Agreement, dated as of November 1, 2004 (the "Pooling and Servicing Agreement"),
among the Depositor as depositor, Ameriquest Mortgage Company as master servicer
and the Trustee, the Depositor and the Trustee agree to the sale by the
Depositor and the purchase by the Trustee, on behalf of the Trust Fund, of the
Mortgage Loans listed on the attached Schedule of Mortgage Loans (the
"Subsequent Mortgage Loans").Capitalized terms used but not otherwise defined
herein shall have the meanings set forth in the Pooling and Servicing Agreement.
Section 1. CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.
(a) The Depositor does hereby sell, transfer, assign, set over and
convey to the Trustee on behalf of the Trust Fund, without
recourse, all of its right, title and interest in and to the
Subsequent Mortgage Loans, and including all amounts due on
the Subsequent Mortgage Loans after the related Subsequent
Cut-off Date, and all items with respect to the Subsequent
Mortgage Loans to be delivered pursuant to Section 2.01 of the
Pooling and Servicing Agreement; provided, however that the
Depositor reserves and retains all right, title and interest
in and to amounts due on the Subsequent Mortgage Loans on or
prior to the related Subsequent Cut-off Date. The Depositor,
contemporaneously with the delivery of this Agreement, has
delivered or caused to be delivered to the Trustee each item
set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the
Subsequent Mortgage Loans identified on the Mortgage Loan
Schedule shall be absolute and is intended by the Depositor,
the Master Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Depositor to the
Trust Fund.
(b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise
convey to the Trustee without recourse for the benefit of the
Certificateholders all the right, title and interest of the
Depositor, in, to and under the Subsequent Mortgage Loan
Purchase Agreement, dated the date hereof, between the
Depositor as purchaser and the Master Servicer as originator
and as seller, to the extent of the Subsequent Mortgage Loans.
(c) Additional terms of the sale are set forth on Attachment A
hereto.
Section 2. REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.
(d) The Depositor hereby confirms that each of the conditions
precedent and the representations and warranties set forth in
Section 2.09 of the Pooling and Servicing Agreement are
satisfied as of the date hereof.
(e) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided,
however, that in the event of any conflict, the provisions of
this Instrument shall control over the conflicting provisions
of the Pooling and Servicing Agreement.
Section 3. RECORDATION OF INSTRUMENT.
To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Master
Servicer at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. GOVERNING LAW.
This Instrument shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.
Section 5. COUNTERPARTS.
This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
Section 6. SUCCESSORS AND ASSIGNS.
This Instrument shall inure to the benefit of and be binding upon the
Depositor, the Trustee and their respective successors and assigns.
Ameriquest Mortgage SECURITIES INC.
By:_________________________________
Name:_______________________________
Title:______________________________
DEUTSCHE BANK NATIONAL TRUST
COMPANY, as Trustee
By:_________________________________
Name:_______________________________
Title:______________________________
By:_________________________________
Name:_______________________________
Title:______________________________
ATTACHMENTS
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
ATTACHMENT A
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ATTACHMENT A
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ADDITIONAL TERMS OF SALE
General
1. Subsequent Cut-off Date: December 1, 2004
2. Subsequent Transfer Date: December 16, 2004
3. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date:
$299,979,952.72
4. Purchase Price: 100.00%
The following representations and warranties with respect to such
Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date
are true and correct: (i) the Subsequent Mortgage Loan may not be 30 or more
days delinquent as of the related Subsequent Cut-off Date; (ii) the remaining
term to stated maturity of the Subsequent Mortgage Loan shall not be less than
114 months and shall not exceed 360 months from its first payment date; (iii)
the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the
Subsequent Mortgage Loan shall not have a Loan-to-Value Ratio greater than
95.00%; (v) the Subsequent Mortgage Loans shall have, as of the Subsequent
Cut-off Date, a weighted average term since origination not in excess of 5
months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than
5.750% or greater than 13.750%; (vii) the Subsequent Mortgage Loan shall have
been serviced by the Master Servicer since origination or purchase by the
Originator in accordance with its standard servicing practices; (viii) the
Subsequent Mortgage Loan must have a first payment date occurring on or before
March 1, 2005; (ix) the Subsequent Mortgage Loan shall have a Stated Principal
Balance no greater than $879,220 and (x) the Subsequent Mortgage Loan shall have
been underwritten in accordance with the criteria set forth under the section
"The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus
Supplement.
Following the purchase of the Subsequent Group I Mortgage Loans, the
Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans)
shall, as of the related Subsequent Cut-off Date: (i) have a weighted average
original term to stated maturity of not more than 351 months from the first
payment date thereon; (ii) have a weighted average Mortgage Rate of not less
than 7.534% and not more than 7.634%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 77.64%, (iv) have no Mortgage Loan with a
Stated Principal Balance in excess of Xxxxxxx Mac loan limits, (v) consist of
Mortgage Loans with Prepayment Charges representing no less than approximately
64.56% of the Group I Mortgage Loans, (vi) with respect to the Adjustable-Rate
Mortgage Loans in Loan Group I, have a weighted average Gross Margin of not less
than 6.005%, (vii) have a weighted average FICO score of not less than 611;
(viii) will have no more than 15.40% of the Group I Mortgage Loans with a FICO
score of less than 540, in each case, measured by aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the Cut-off Date or Subsequent
Cut-off Date, as applicable and (ix) will have no less than 61.37% of the Group
I Mortgage Loans covered by a PMI Policy.
Following the purchase of the Subsequent Group II Mortgage Loans, the
Group II Mortgage Loans (including the related Subsequent Group II Mortgage
Loans) shall, as of the related Subsequent Cut-off Date: (i) have a weighted
average original term to stated maturity of not more than 358 months from the
first payment date thereon; (ii) have a weighted average Mortgage Rate of not
less than 7.064% and not more than 7.164%; (iii) have a weighted average
Loan-to-Value Ratio of not
more than 79.80%; (iv) have no Mortgage Loan with a Stated Principal Balance in
excess of $879,220; (v) consist of Mortgage Loans with Prepayment Charges
representing no less than approximately 72.94% of the Group II Mortgage Loans;
(vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a
weighted average Gross Margin of not less than 5.769%, (vii) have a weighted
average FICO score of not less than 635, (viii) will have no more than 4.39% of
the Group II Mortgage Loans with a FICO score of less than 540, in each case,
measured by aggregate Stated Principal Balance of the Group II Mortgage Loans as
of the related Cut-off Date or Subsequent Cut-off Date, as applicable and (ix)
will have no less than 87.53% of the Group II Mortgage Loans covered by a PMI
Policy.
ATTACHMENT B
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SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
[Filed by Paper]
