EXHIBIT 99.1
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated December 8, 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-R10, and pursuant to the Pooling and Servicing
Agreement, dated as of October 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.
(a) 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.
(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 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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ADDITIONAL TERMS OF SALE
General
Subsequent Cut-off Date: December 1, 2004
Subsequent Transfer Date: December 8, 2004
Aggregate Principal Balance of the Subsequent Mortgage Loans
as of the Subsequent Cut-off Date: $399,991,066.71
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 116 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 8 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate
less than 5.750% or greater than 12.900%; (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
January 1, 2005; (ix) the Subsequent Mortgage Loan shall have a Stated Principal
Balance no greater than $750,000 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.
(d) 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 7.725% and not more than 7.874%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 74.36%, (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
60.27% of the Group I Mortgage Loans and (vi) with respect to the
Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross
Margin of not less than 6.134%, 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.
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 356 months
from the first payment date thereon; (ii) have a weighted average Mortgage Rate
of not less than 7.399% and not more than 7.548%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 76.20%; (iv) have no Mortgage Loan with a
Stated Principal Balance in excess of $749,415; (v) consist of Mortgage Loans
with Prepayment Charges representing no less than approximately 68.71% of the
Group II Mortgage Loans; and (vi) with respect to the Adjustable-Rate Mortgage
Loans in Loan Group II, have a weighted average Gross Margin of not less than
5.955%, 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.
ATTACHMENT B
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SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
[Filed by Paper]
