TERMINATION 115. Section 10.01. Optional Repurchase of Offered Notes 115 Section 10.02. Termination 116 TABLE OF CONTENTS (Continued) Page
TERMINATION 115. Section 9.01 Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans 115 Section 9.02 Additional Termination Requirements 117 Section 9.03 Trust Irrevocable 118 ARTICLE X Miscellaneous Provisions 118 Section 10.01 Amendment 118 Section 10.02 Recordation of Agreement 119 Section 10.03 Limitation on Rights of Certificateholders 120 Section 10.04 Access to List of Certificateholders 120 Section 10.05 Governing Law 121 Section 10.06 Notices 121 Section 10.07 Compliance With Regulation AB 121 Section 10.08 Severability of Provisions 122 Section 10.09 Counterpart Signatures 122 Section 10.10 Benefits of Agreement 122 Section 10.11 Notices and Copies to Rating Agencies 122 Section 10.12 Covenant Not to Place Trust Into Bankruptcy 123 Section 10.13 Covenant Not to Place Company Into Bankruptcy 123
TERMINATION 115. Section 9.02. Termination Prior to Maturity Date; Optional Redemption. 115 Section 9.03. Certain Notices upon Final Payment 116 ARTICLE X MISCELLANEOUS PROVISIONS Section 10.01. Binding Nature of Agreement; Assignment 116 Section 10.02. Entire Agreement 116 Section 10.03. Amendment. 116 Section 10.04. Acts of Noteholders 117 Section 10.05. Recordation of Agreement 118 Section 10.06. Governing Law 118 Section 10.07. Notices 118 Section 10.08. Severability of Provisions 120 Section 10.09. Indulgences; No Waivers 121 Section 10.10. Headings Not To Affect Interpretation 121 Section 10.11. Benefits of Agreement 121 Section 10.12. Special Notices to the Rating Agencies. 121 Section 10.13. Counterparts 122 Section 10.14. Agreement of the Issuer 122 Section 10.15. Execution by the Issuer 122 ATTACHMENTS 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 February 1, 2005 (this “Agreement” or this “Transfer and Servicing Agreement”), is by and among HOMEBANC MORTGAGE TRUST 2005-1, 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”), XXXXX 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”).
