SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated July 23, 2002
(the "Instrument"), between Ameriquest Mortgage Securities Inc. as seller (the
"Depositor"), U.S. Bank National Association as trustee (the "Trustee") and
Deutsche Bank National Trust Company as trust administrator (the "Trust
Administrator") of the Ameriquest Mortgage Securities Inc., Asset-Backed
Pass-Through Certificates, Series 2002-2, and pursuant to the Pooling and
Servicing Agreement, dated as of June 1, 2002 (the "Pooling and Servicing
Agreement"), among the Depositor as depositor, Ameriquest Mortgage Company as
master servicer, the Trustee as trustee and the Trust Administrator as trust
administrator, the Depositor, the Trustee and the Trust Administrator 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 Trust
Administrator 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, the Trust
Administrator 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.
(a) The Depositor hereby confirms that each of the conditions
precedent and the representations and warranties set forth in Section 2.10 of
the Pooling and Servicing Agreement are satisfied as of the date hereof.
(b) 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 the Trust Administrator and their respective
successors and assigns.
AMERIQUEST MORTGAGE SECURITIES INC.
By:___________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:___________________________________
Name:
Title:
DEUTSCHE BANK NATIONAL TRUST
COMPANY, as Trust Administrator
By:___________________________________
Name:
Title:
ATTACHMENTS
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
ATTACHMENT A
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ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: July 1, 2002
2. Subsequent Transfer Date: July 23, 2002
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of
the Subsequent Cut-off Date: $38,418,133.93
4. Purchase Price: 100.00%
B. The following representations and warranties with respect to each
Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date is 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 term to stated
maturity of the Subsequent Mortgage Loan will not be less than 174 months and
will 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 will not have a Loan-to-Value Ratio greater than 95.00%; (v) the
Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a
weighted average term since origination not in excess of 3 months; (vi) no
Subsequent Mortgage Loan shall have a Mortgage Rate less than 6.50% or greater
than 14.75%; (vii) the Subsequent Mortgage Loan shall have been serviced by the
Master Servicer since origination or purchased by the Originator in accordance
with its underwriting guidelines; (viii) the Subsequent Mortgage Loan must have
a first payment date occurring on or before August 2002 and (ix) the Subsequent
Mortgage Loan shall have been be underwritten in accordance with the criteria
set forth under the section "The Mortgage Pool--Underwriting Standards;
Representations" in the Prospectus Supplement.
C. Following the purchase of the Subsequent Mortgage Loans by the Trust
Fund for deposit in Loan Group I, the Group I Mortgage Loans (including the
related Subsequent Mortgage Loans) will, as of the related Subsequent Cut-off
Date: (i) have a weighted average original term to stated maturity of not more
than 360 months from the first payment date thereon; (ii) have a weighted
average Mortgage Rate of not less than 8.43% and not more than 8.60%, by
aggregate principal balance of the Mortgage Loans; (iii) have a weighted average
Loan-to-Value Ratio of not more than 79.50% and (iv) have no Mortgage Loan with
a principal balance in excess of $575,000, in each case, measured by aggregate
principal balance of the Group I Mortgage Loans as of the related Cut-off Date
applicable to each Mortgage Loan.
Following the purchase of the Subsequent Mortgage Loans by the Trust
Fund for deposit in Loan Group II, the Group II Mortgage Loans (including the
related Subsequent Mortgage Loans) will, as of the related Subsequent Cut-off
Date: (i) have a weighted average original term to stated maturity of not more
than 360 months from the first payment date thereon; (ii) have a weighted
average Mortgage Rate of not less than 9.52% and not more than 9.702%, by
aggregate principal balance of the Mortgage Loans; (iii) have a weighted average
Loan-to-Value Ratio of not
more than 78.10%; (iv) have no Mortgage Loan with a principal balance in excess
of $575,000 and (v) have a weighted average Gross Margin of not less than 6.42%,
in each case, measured by aggregate principal balance of the Group II Mortgage
Loans as of the related Cut-off Date applicable to each Mortgage Loan.
ATTACHMENT B
SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
[FILED BY PAPER]
