Amendment No. 8 to Master Repurchase Agreement



 EXHIBIT 10.5 
  
 AMENDMENT NO. 8 TO MASTER REPURCHASE AGREEMENT 
  
 Amendment No. 8, dated as of December 22, 2005 (this “Amendment”), among MERRILL LYNCH MORTGAGE
CAPITAL INC. (“Buyer”), HOMEBANC MORTGAGE CORPORATION (“HMC” and a “Seller”) and HOMEBANC CORP. (“HB Corp.” and a “Seller”, together with HMC as the
“Sellers”). 
  
 RECITALS 
  
 The Buyer and the Sellers are parties to that certain Master Repurchase
Agreement, dated as of February 27, 2002, as amended by Amendment No. 1, dated as of April 15, 2003, Amendment No. 2, dated as of May 28, 2003, Amendment No. 3, dated as of February 25, 2004, Amendment No. 4,
dated as of June 7, 2004, Amendment No. 5 and Joinder, dated as of December 31, 2004, Amendment No. 6, dated as of February 25, 2005 and Amendment No. 7, dated as of November 30, 2005 (the “Existing Repurchase
Agreement”; as amended by this Amendment, the “Repurchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement. 
  
 The Buyer and the Sellers have agreed, subject to the terms and conditions of
this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. 
  
 Accordingly, the Buyer and the Sellers hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing
Repurchase Agreement is hereby amended, as follows: 
  
 SECTION 1. Financial Covenants. Section 12(j) of the Existing Repurchase Agreement is hereby amended by deleting clause (iii) thereto and replacing it with the following language: 
  
 “(iii) Total Recourse Liabilities to Adjusted Tangible Net Worth
Ratio. HB Corp. shall not permit the ratio of: (x) the Total Recourse Liabilities of HB Corp. and its Subsidiaries, on a consolidated basis; to (y) the Adjusted Tangible Net Worth of HB Corp. and its Subsidiaries, on a consolidated
basis; to exceed 8.00:1.00 as of the end of any calendar month or any of HB Corp.’s fiscal quarters or fiscal years.” 
  
 SECTION 2. Conditions Precedent. This Amendment shall become effective as of December 22, 2005 (the “Amendment Effective
Date”), subject to the satisfaction of the following conditions precedent: 
  
 2.1 Delivered Documents. On the date hereof, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: 
  
 (a) this Amendment, executed and delivered by duly authorized officers of
the Buyer and the Sellers; and 
  
  







 (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. 
  
 SECTION 3. Representations and Warranties. Each Seller
hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is
continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 11 of the Existing Repurchase Agreement. 
  
 SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue
to be, and shall remain, in full force and effect in accordance with its terms. 
  
 SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall
constitute one and the same instrument. 
  
 SECTION 6.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written. 
  

					
	 Buyer:
	 	MERRILL LYNCH MORTGAGE CAPITAL INC.,
	 	 	as Buyer
			
	 	 	 By:
	 	 /s/ James B. Cason


	 	 	 Name:
	 	 James B. Cason

	 	 	 Title:
	 	 
		
	 Seller:
	 	HOMEBANC MORTGAGE CORPORATION,
	 	 	as Seller
			
	 	 	 By:
	 	 /s/ James L. Krakau


	 	 	 Name:
	 	 James L. Krakau

	 	 	 Title:
	 	 Senior Vice President

		
	 Seller:
	 	HOMEBANC CORP.,
	 	 	as Seller
			
	 	 	 By:
	 	 /s/ James L. Krakau


	 	 	 Name:
	 	 James L. Krakau

	 	 	 Title:
	 	 Senior Vice President