Common use of Action Upon Certain Failures of the Master Servicer and Upon Master Servicer Event of Default Clause in Contracts

Action Upon Certain Failures of the Master Servicer and Upon Master Servicer Event of Default. 120 Section 8.07. Preparation of Reports. 121 Section 9.01. Termination 122 Section 9.02. Termination Prior to Maturity Date; Optional Redemption. 122 Section 9.03. Certain Notices upon Final Payment 123 Section 10.01. Binding Nature of Agreement; Assignment 123 Section 10.02. Entire Agreement 123 Section 10.03. Amendment. 123 Section 10.04. Acts of Noteholders 124 Section 10.05. Recordation of Agreement 124 Section 10.06. Governing Law 125 Section 10.07. Notices 125 Section 10.08. Severability of Provisions 127 Section 10.09. Indulgences; No Waivers 127 Section 10.10. Headings Not To Affect Interpretation 127 Section 10.11. Benefits of Agreement 128 Section 10.12. Special Notices to the Rating Agencies. 128 Section 10.13. Counterparts 128 Section 10.14. Agreement of the Issuer 128 Section 10.15. Execution by the Issuer 129 Exhibit A-1 Form of Initial Certification Exhibit A-2 Form of Interim Certification Exhibit A-3 Form of Final Certification Exhibit A-4 Form of Endorsement Exhibit A-5 Form of Request For Release Exhibit B Form of Lost Note Affidavit Exhibit C Custodial Agreement Exhibit D Custodial Account Letter Agreement Exhibit E Escrow Account Letter Agreement Exhibit F Standard Layout For Monthly Defaulted Loan Report Schedule A Mortgage Loan Schedule This TRANSFER AND SERVICING AGREEMENT, dated as of May 1, 2005 (this “Agreement” or this “Transfer and Servicing Agreement”), is by and among HOMEBANC MORTGAGE TRUST 2005-3, a Delaware statutory trust, as issuer (the “Issuer”), HMB ACCEPTANCE CORP., a Delaware corporation, as depositor (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”), ▇▇▇▇▇ FARGO BANK, N.A., as securities administrator (in such capacity, the “Securities Administrator”) and master servicer (in such capacity, the “Master Servicer”) and HOMEBANC CORP., a Georgia corporation, as seller (in such capacity, the “Seller”) and servicer (in such capacity, the “Servicer”).

Action Upon Certain Failures of the Master Servicer and Upon Master Servicer Event of Default. 120 135 Section 8.07. 8.07 Preparation of Reports. 121 135 Section 9.019.01 Termination. Termination 122136 Section 9.02. 9.02 Termination Prior to Maturity Date; and Optional Redemption. 122 136 Section 9.03. 9.03 Certain Notices upon Final Payment 123 Payment. 137 Section 10.019.04 Beneficiaries. 138 Section 10.01 Binding Nature of Agreement; Assignment 123 Assignment. 138 Section 10.0210.02 Entire Agreement. Entire Agreement 123 138 Section 10.03. 10.03 Amendment. 123 138 Section 10.04. 10.04 Acts of Noteholders 124 Securityholders. 139 Section 10.05. 10.05 Recordation of Agreement 124 Agreement. 139 Section 10.0610.06 Governing Law. Governing Law 125 140 Section 10.0710.07 Notices. Notices 125 140 Section 10.08. 10.08 Severability of Provisions 127 Provisions. 142 Section 10.09. 10.09 Indulgences; No Waivers 127 Waivers. 142 Section 10.10. 10.10 Headings Not To Affect Interpretation 127 Interpretation. 142 Section 10.11. 10.11 Benefits of Agreement 128 Agreement. Section 10.12. 10.12 Special Notices to the Rating Agencies. 128 142 Section 10.1310.13 Counterparts. Counterparts 128 143 Section 10.14. Agreement of the Issuer 128 Section 10.15. 10.14 Execution by the Issuer 129 Issuer. 143 Exhibit A-1 Form of Initial Certification Exhibit A-2 Form of Interim Certification Exhibit A-3 Form of Final Certification Exhibit A-4 Form of Endorsement Exhibit A-5 Form of Request For Release B [Reserved] Exhibit B Form of C Lost Note Affidavit Exhibit C D Custodial Agreement Exhibit D E Custodial Account Letter Agreement Exhibit E F Escrow Account Letter Agreement Exhibit F G-1 Form Of Monthly Remittance Advice Exhibit G-2 Standard Layout For Monthly Defaulted Loan Report Exhibit H CMMC Form of Sarbanes Back-up Certification Exhibit I [Reserved] Exhibit J [Reserved] Exhibit K ▇▇▇▇▇▇ ▇▇▇ Guide Announcement 95-19 Schedule A Mortgage Loan Schedule This TRANSFER AND SERVICING AGREEMENT, dated as of May January 1, 2005 2004 (this the “Agreement” or this the “Transfer and Servicing Agreement”), is by and among HOMEBANC FIELDSTONE MORTGAGE TRUST 2005INVESTMENT TRUST, SERIES 2004-31, a Delaware statutory trust, as issuer (the “Issuer”), HMB ACCEPTANCE CORP▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor (the “Depositor”), U.S. HSBC BANK NATIONAL ASSOCIATIONUSA, as indenture trustee Indenture Trustee (the “Indenture Trustee”), ▇▇▇▇▇ FARGO BANKBANK MINNESOTA, N.A., as securities trust administrator (in such capacity, the “Securities Trust Administrator”) and master servicer (in such capacity, the “Master Servicer”) and HOMEBANC ), FIELDSTONE SERVICING CORP., a Georgia corporation, as seller (in such capacity, the “Seller”) and servicer (in such capacity, the “Servicer”), CHASE MANHATTAN MORTGAGE CORP., as subservicer (the “Subservicer”) and FIELDSTONE INVESTMENT CORPORATION, as Seller (the “Seller”).