EXHIBIT 99.1
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated December 22,
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-R12, and pursuant to the Pooling and Servicing
Agreement, dated as of December 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 22, 2004
3. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date:
$300,000,434.74
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
5.500% 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 $879,227.37 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 7.427% 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
66.91% 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 6.003%, (vii) have a weighted average FICO score of not less than 611;
(viii) will have no more than 16.36% 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 75.80% 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 7.048% and not more than 7.164%; (iii) have a weighted average
Loan-to-Value Ratio of not
more than 79.88%; (iv) have no Mortgage Loan with a Stated Principal Balance in
excess of $879,227.37; (v) consist of Mortgage Loans with Prepayment Charges
representing no less than approximately 69.83% 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 5.764%, (vii) have a weighted
average FICO score of not less than 632, (viii) will have no more than 6.61% 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 80.67% 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]
