0001162318-04-000944 Sample Contracts

FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • December 7th, 2004 • HMB Acceptance Corp. • New York

THIS MORTGAGE LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of [ ], between HMB Acceptance Corp., a Delaware corporation (the “Purchaser”), and [HomeBanc Corp.], a [Georgia corporation] (the “Seller”).

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FORM OF TRANSFER AND SERVICING AGREEMENT among HOMEBANC [MORTGAGE] [HOME EQUITY] TRUST [ ], as Issuer, [HOMEBANC CORP.], as Servicer, as Master Servicer HMB ACCEPTANCE CORP., as Depositor and as Indenture Trustee and Custodian HOMEBANC [MORTGAGE]...
Transfer and Servicing Agreement • December 7th, 2004 • HMB Acceptance Corp. • New York

[The provisions of the Transfer and Servicing Agreement for each series will be modified as applicable, including the addition of provisions for home equity line of credit transactions if applicable. References herein to a master servicer will only be applicable to each series for which a master servicer has been identified.]

FORM OF TRUST AGREEMENT between HMB ACCEPTANCE CORP., Depositor, and Owner Trustee Dated as of [ ]
Trust Agreement • December 7th, 2004 • HMB Acceptance Corp. • Delaware
FORM OF ADMINISTRATION AGREEMENT between HOMEBANC [MORTGAGE] [HOME EQUITY] TRUST [ ], Issuer and Administrator Dated as of [ ]
Administration Agreement • December 7th, 2004 • HMB Acceptance Corp. • New York

This Administration Agreement (the “Agreement”) is entered into as of [ ], between HomeBanc [Mortgage] [Home Equity] Trust [ ], a [Delaware statutory trust] (the “Issuer”) and [ ], a [ ], not in its individual capacity but as administrator (the “Administrator”).

FORM OF UNDERWRITING AGREEMENT [The provisions of the Underwriting Agreement for each series will be modified as applicable]
Underwriting Agreement • December 7th, 2004 • HMB Acceptance Corp. • New York

HMB Acceptance Corp. (the “Depositor”), a Delaware corporation, has authorized the issuance and sale of HomeBanc [Mortgage] [Home Equity] Trust [[Mortgage] [Asset]-Backed Notes] [[Mortgage] [Asset]-Backed Certificates], Series [ ] (the “Securities”). The Securities are designated as the Class [ ] and Class [ ] [Notes] [Certificates].

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