EXECUTION

    


    TRUST
      AGREEMENT 

    OF

    HOMEBANC
      MORTGAGE TRUST 2007-1

     

    This
      TRUST AGREEMENT (this “Trust Agreement”), is made as of March 29, 2007, by and
      among (i) HMB Acceptance Corp., a Delaware corporation, as depositor (the
“Depositor”), (ii) U.S. Bank National Association, a national banking
      association, as trustee (the “Trustee”) and (iii) Wilmington Trust Company, a
      Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”) (the
      Trustee and the Delaware Trustee together, the “Trustees”). The Depositor and
      the Trustees hereby agree as follows:

     

    1. Trust.
      The
      trust created hereby shall be known as HomeBanc Mortgage Trust 2007-1 (the
      “Trust”), in which name the Trustee may conduct the business of the Trust, make
      and execute contracts, and sue and be sued and exercise all of the powers that
      a
      Delaware statutory trust may exercise under Chapter 38 of Title 12 of the
      Delaware Code, 12 Del.
      C.§§ 3801
et seq.
      (the
“Statutory Trust Act”).

     

    2. Initial
      Trust Estate.
      The
      Depositor hereby assigns, transfers, conveys and sets over to the Trust the
      sum
      of $10. The Trustee hereby acknowledges receipt of such amount from the
      Depositor, which amount shall constitute the initial trust estate. The Trustee
      hereby declares that it will hold the trust estate in trust for the Depositor.
      It is the intention of the parties hereto that the Trust created hereby
      constitutes a statutory trust under the Statutory Trust Act, and that this
      document constitutes the governing instrument of the Trust. The Trustees are
      hereby authorized and directed to execute and file a certificate of trust with
      the Delaware Secretary of State in accordance with the provisions of the
      Statutory Trust Act.

     

    3. Initial
      Beneficiary.
      The
      initial beneficiary of the Trust shall be the Depositor.

     

    4. Duties
      and Liabilities of Trustees.

     

    (a) Except
      as
      otherwise expressly required in Sections 2 or 7 of this Trust Agreement, the
      Trustees shall not have any duty or liability with respect to the administration
      of the Trust, the investment of the Trust’s property or the payment of dividends
      or other distributions of income or principal to the Trust’s beneficiaries, and
      no implied obligations shall be inferred from this Trust Agreement on the part
      of the Trustees. The Trustees shall not be liable for the acts or omissions
      of
      the Depositor or any other person who acts on behalf of the Trust nor shall
      the
      Trustees be liable for any act or omission by them in good faith in accordance
      with written directions of the Depositor.

     

    (b) The
      Trustees accept the trusts hereby created and agree to perform their respective
      duties hereunder but only upon the terms of this Trust Agreement. The Trustees
      shall not be personally liable under any circumstances, except for their own
      willful misconduct or gross negligence. In particular, but not by way of
      limitation:

     

    (i) The
      Trustees shall not be personally liable for any error of judgment made in good
      faith by an officer or employee of the Trustees;

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii) No
      provision of this Trust Agreement shall require the Trustees to expend or risk
      personal funds or otherwise incur any financial liability in the performance
      of
      its rights or duties hereunder, if the Trustees shall have reasonable grounds
      for believing that repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured or provided to it;

     

    (iii) Under
      no
      circumstance shall the Trustees be personally liable for any representation,
      warranty, covenant or indebtedness of the Trust;

     

    (iv) The
      Trustees shall not be personally responsible for or in respect of the
      genuineness, form or value of the Trust property, the validity or sufficiency
      of
      this Trust Agreement or for the due execution hereof by the
      Depositor;

     

    (v) In
      the
      event that the Trustee or Delaware Trustee is unsure as to the course of action
      to be taken by it hereunder, the Trustee or Delaware Trustee, as applicable,
      may
      request instructions from the Depositor and to the extent the Trustee or
      Delaware Trustee follows such instructions in good faith it shall not be liable
      to any person. In the event that no instructions are provided within the time
      requested by the Trustee or the Delaware Trustee, it shall have no duty or
      liability for its failure to take any action or for any action it takes in
      good
      faith;

     

    (vi) All
      funds
      deposited with the Trustee hereunder may be held in a non-interest bearing
      trust
      account and the Trustee shall not be liable for any interest thereon or for
      any
      loss as a result of the investment thereof at the direction of the Depositor;
      and

     

    (vii) To
      the
      extent that, at law or in equity, the Trustees have duties and liabilities
      relating thereto to the Depositor or the Trust, the Depositor agrees that such
      duties and liabilities are replaced by the terms of this Trust
      Agreement.

     

    (c) The
      Trustees shall incur no liability to anyone in acting upon any document believed
      by it to be genuine and believed by it to be signed by the proper party or
      parties. The Trustees may accept a certified copy of a resolution of the board
      of directors or other governing body of any corporate party as conclusive
      evidence that such resolution has been duly adopted by such body and that the
      same is in full force and effect. As to any fact or matter the manner of
      ascertainment is not specifically prescribed herein, the Trustees may for all
      purposes hereof rely on a certificate, signed by the Depositor, as to such
      fact
      or matter, and such certificate shall constitute full protection to the Trustees
      for any action taken or omitted to be taken by it in good faith in reliance
      thereon.

     

    (d) In
      the
      exercise or administration of the trusts hereunder, the Trustees (i) may act
      directly or, at the expense of the Depositor, through agents or attorneys,
      and
      the Trustees shall not be liable for the default or misconduct of such attorneys
      or agents if such agents and attorneys shall have been selected by the Trustees
      in good faith, and (ii) may, at the expense of the Depositor, consult with
      counsel, accountants and other experts, and it shall not be liable for anything
      done, suffered or omitted in good faith by it in accordance with the advice
      or
      opinion of any such counsel, accountants or other experts.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e) Notwithstanding
      anything contained herein to the contrary, the Delaware Trustee shall not be
      required to take any action in any jurisdiction other than the State of Delaware
      if the taking of such action will (i) require the consent or approval or
      authorization or order of or the giving of notice to, or the registration with
      or the taking of any other action in respect of, any state or other governmental
      authority or agency of any jurisdiction other than the State of Delaware, (ii)
      result in any fee, tax or other governmental charge under the laws of any
      jurisdiction or any political subdivision thereof in existence becoming payable
      by the Delaware Trustee or (iii) subject the Delaware Trustee to personal
      jurisdiction in any jurisdiction other than the State of Delaware for causes
      of
      action arising from acts unrelated to the consummation of the transactions
      by
      the Delaware Trustee, contemplated hereby. 

     

    (f) Except
      as
      expressly provided in this Section 4, in accepting and performing the trusts
      hereby created, the Trustees act solely as trustees hereunder and not in their
      individual capacity, and all persons having any claim against the Trustees
      by
      reason of the transactions contemplated by this Trust Agreement shall look
      only
      to the Trust’s property for payment or satisfaction thereof.

     

    5. Compensation,
      Reimbursement, and Indemnification.
      The
      Depositor hereby agrees to (i) compensate the Trustees for their services
      hereunder in an amount separately agreed to by the Depositor and the Trustee,
      (ii) reimburse the Trustees for all reasonable expenses (including reasonable
      fees and expenses of counsel and other experts) and (iii) indemnify, defend
      and
      hold harmless the Trustees and any of the officers, directors, employees and
      agents of the Trustees (the “Indemnified Persons”) from and against any and all
      losses, damages, liabilities, claims, actions, suits, costs, expenses,
      disbursements (including reasonable fees and expenses of its counsel), taxes
      and
      penalties of any kind and nature whatsoever (collectively, “Expenses”), to the
      extent that such Expenses arise out of or are imposed upon or asserted at any
      time against such Indemnified Person with respect to the performance of this
      Trust Agreement, the creation, operation or termination of the Trust or the
      transactions contemplated hereby; provided,
      however,
      that
      the Depositor shall not be required to indemnify any Indemnified Person for
      any
      Expenses which are a result of the willful misconduct or gross negligence of
      such Indemnified Person. The obligations of the Depositor under this Section
      5
      shall survive the termination of this Trust Agreement.

     

    6. Notice.
      Any
      notices or other communications to the Depositor or the Trustees may be
      delivered to the respective party at the address set forth below.

     

    If
      to the
      Trustee:

     

    U.S.
      Bank
      National Association

    One
      Federal Street, Third Floor

    Boston,
      Massachusetts 02110

    Attention:
      Corporate Trust Services/HomeBanc 2007-1

     

    If
      to the
      Delaware Trustee:

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      DE 19890

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
      to the
      Depositor:

     

    HMB
      Acceptance Corp.

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    Attention:
      Debra F. Watkins, EVP Capital Markets

    Facsimile:
      (404) 705-2301

    


    with
      a
      copy to:

    


    HMB
      Acceptance Corp.

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    Attention:
      General Counsel 

    Facsimile:
      (404) 303-4069

     

    7. Delaware
      Trustee.
      The
      Delaware Trustee shall be a trustee hereunder for the sole and limited purpose
      of fulfilling the requirements of § 3807(a) of the Statutory Trust
      Act.

     

    8. Governing
      Law.
      This
      Trust Agreement shall be governed by and construed in accordance with the laws
      of the State of Delaware, without reference to its conflict of law provisions,
      and the obligations, rights and remedies of the parties hereunder shall be
      determined in accordance with such laws.

     

    9. Counterparts.
      This
      Trust Agreement may be executed in two or more counterparts, each of which
      shall
      be an original, but all such counterparts shall together constitute one and
      the
      same agreement.

     

    10. Amendments.
      This
      Trust Agreement shall be amended and restated by the parties hereto as necessary
      to provide for the operation of the Trust; provided, however, that the Trustees
      shall not be required to enter into any amendment hereto which adversely affects
      the rights, duties or immunities of the Trustees. Prior to the execution and
      delivery of such amended and restated Trust Agreement, the Trustees shall not
      have any duty or obligation with respect to the operation of the Trust, all
      obligations of the Trustees hereunder being limited as set forth in Section
      4(a).

     

    11. Successor
      Trustee.
      Any of
      the Trustees may resign upon thirty days prior notice to the Depositor. If
      no
      successor has been appointed within such thirty day period, the Trustees may,
      at
      the expense of the Trust, petition a court of competent jurisdiction to appoint
      a successor trustee.

     

    12. Integration.
      This
      Trust Agreement constitutes the entire agreement between the parties hereto
      with
      respect to the subject matter hereof, and supersedes all prior agreements and
      understandings between the parties.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Declaration as of the
      date set forth above.

     

    HMB
      ACCEPTANCE CORP., as Depositor

    


     

    By: 
      /s/
      Debra F. Watkins            
Name: Debra
      F.
      Watkins
Title: Executive
      Vice President

    


    


    U.S.
      BANK NATIONAL ASSOCIATION, as Trustee

     

    


    By: 
      /s/
      Karen R. Beard            
Name: Karen
      R.
      Beard
Title: Vice
      President

    


    


    WILMINGTON
      TRUST COMPANY, as Delaware Trustee

    


     

    By: 
      /s/
      Michele C. Harra            
Name:
      Michele C. Harra
Title:
      Financial Services Officer