Promissory Note


  Exhibit 10.27
  PROMISSORY NOTE

	  $35,000,000.00
 	  Birmingham, Alabama
 
	  
 	  December 20, 1999
 

                      FOR VALUE RECEIVED, Crescent Mortgage Services, Inc., a Georgia corporation (the “Borrower”),
hereby unconditionally promises to pay to the order of COLONIAL BANK (together with any subsequent holder of this Note, the “Lender”) the unpaid principal amount of each Advance made by the Lender to the Borrower pursuant to the
Loan Agreement referred to below on the Maturity Date. The Borrower further promises to pay interest on the unpaid principal amount of each Advance on the dates and at the rate or rates provided for in the Loan Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in immediately available funds at the office of the Lender, located at 201 East Pine Street, Suite 730, Orlando, Florida 32801 or at such other office as the Lender may
designate in writing from time to time.
                      The Lender is hereby authorized to
record the date and amount of each Advance, the Type of each Advance, each payment and prepayment of principal of any such Advance, each payment of interest on such Advance and other information with respect thereto on the schedule annexed to and
constituting a part of this Note (or on continuation of such schedule attached hereto and made a part hereof), or otherwise to record such information in the Lender’s internal records, and any such recordation shall constitute, absent manifest
error, prime facie evidence of the accuracy of the information so recorded; provided that the failure to make a notation or the inaccuracy of any notation shall not limit or otherwise affect the Obligations.
                     This Note is the Note referred to in, and is entitled to all the benefits of the Note referred to
in the Mortgage Warehouse Loan and Security Agreement dated as of December 20, 1999 between the Borrower and the Lender (as modified, amended, supplemented or restated from time to time, the “Loan Agreement”). Reference is hereby made to
the Loan Agreement for rights and obligations of payment and prepayment, collateral security.  Events of Default and the rights of acceleration of the maturity hereof. Any capitalized terms not otherwise defined herein are used with the
meanings given such terms in the Loan Agreement.
                      THIS NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF FLORIDA.
                      IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed, sealed and delivered, in its
corporate name by and through its duly authorized officer as of the date and year first above written.

	  
 	  
 	  BORROWER:
 
	  
 	  
 	  
 
	  ATTEST:
 	  
 	  
 
	  
 	   
 	  
 	  
 	  
 	  CRESCENT MORTGAGE SERVICES, INC.
 
	  
 	   
 	  
 	  
 	  
 	   
 
	 By:
 	  /s/ J. DONALD  BOGGUS, JR.
 	  
 	  By:
 	  
 	  /s/ ROBERT C. KENKNIGHT
 
	  
 	 
 	  
 	  
 	 
 
	  Its:
 	  Secretary
 	  
 	  Name:
 	  Robert C. KenKnight
 
	  
 	  
 	  Title:
 	  President
 
	  
 	  
 	  
 	  
 
	 [CORPORATE SEAL]
 	  
 	  
 	  
 







   Note (cont’d)
  ADVANCES AND PAYMENTS OF PRINCIPAL

	  Date
 	   
 	  Type of Advance
 	   
 	  Amount
 of Advance
 	   
 	  Amount of
 Principal Repaid
 	   
 	  Notation
 Made by
 	   
 
	 
 	   
 	 
 	   
 	 
 	   
 	 
 	   
 	 
 	   
 
	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 

 2






   FIRST AMENDMENT TO PROMISSORY NOTE
                      This First Amendment to Promissory Note (this “Amendment”) is entered into as of the 25th day of
June, 2001, by and between CRESCENT MORTGAGE SERVICES, INC., a Georgia corporation (herein called “Borrower”), and Colonial Bank, an Alabama banking corporation (herein called “Lender”):
 W I T N E S S E T H:
                      WHEREAS,
Borrower and Lender are parties to that certain Promissory Note in the original maximum principal amount of up to $35,000,000.00 dated December 20, 1999 (the “Note”); and
                      WHEREAS, Borrower and Lender desire to evidence a $15,000,000.00 increase in the maximum principal amount
of the Note by amending the Note, as hereinafter provided.
                      NOW, THEREFORE,
Borrower and Lender hereby agree as follows:
                      1.          The term “$35,000,000.00” is
hereby deleted from the upper lefthand corner on the first page of the Note and the term “$50,000,000.00” is substituted in lieu thereof.
                      2.          Except as herein amended the Note shall
remain in full force and effect, and said Note, as hereby amended, is ratified and affirmed in all respects.
                      3.          Upon execution of this Amendment, the Lender
may attach this Amendment to the original Note, whereupon it shall become a part thereof.
                      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.

	  
 	 BORROWER:
 
	  
 	  
 	   
 
	  
 	  
 	  CRESCENT MORTGAGE SERVICES, INC.
 
	  
 	  
 	   
 
	  [CORPORATE SEAL]
 	  By:
 	  /s/   ROBERT C. KENKNIGHT


	  
 	  
 	 
 
	  
 	  
 	  Robert C. KenKnight 
 
	  ATTEST:
 	  Its:
 	  President
 
	  
 	  
 	  
 
	 By:
 	  /s/   J. DONALD BOGGUS, JR.

	   
 	  
 	  
 
	  
 	 
 	   
 	  
 	  
 
	  
 	  J. Donald Boggus, Jr.
 	   
 	  
 	  
 
	  Its:
 	  Secretary
 	   
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  LENDER:
 
	  
 	  
 	  
 
	  
 	  
 	 COLONIAL BANK
 
	  
 	  
 	  
 
	  
 	 By:
 	 /s/   AMY J. NUNNELEY
 
	  
 	  
 	 
 
	  
 	  
 	 Amy J. Nunneley
 
	  
 	 Its:
 	 Senior Vice President
 







   SECOND AMENDMENT TO PROMISSORY NOTE
                      This Second Amendment to Promissory Note (this “Amendment”) is entered into as of the 31 day of
July, 2002, by and between CRESCENT MORTGAGE SERVICES, INC., a Georgia corporation (herein called “Borrower”), and Colonial Bank, an Alabama banking corporation (herein called “Lender”):
 W I T N E S S E T H:
                      WHEREAS,
Borrower and Lender are parties to that certain Promissory Note in the original maximum principal amount of up to $35,000,000.00 dated December 20, 1999, as amended by that certain First Amendment to Promissory Note dated as of June 25, 2001 which
increased the maximum principal amount to $50,000,000.00 (as heretofore amended, the “Note”); and
                      WHEREAS, Borrower and Lender desire to evidence a $10,000,000.00 decrease in the maximum principal amount
of the Note by amending the Note, as hereinafter provided.
                      NOW, THEREFORE,
Borrower and Lender hereby agree as follows:
                      1.          The term “$50,000,000.00” is
hereby deleted from the upper lefthand corner on the first page of the Note and the term “$40,000,000.00” is substituted in lieu thereof.
                      2.          Except as herein amended the Note shall
remain in full force and effect, and said Note, as hereby amended, is ratified and affirmed in all respects.
                      3.          Upon execution of this Amendment, the Lender
may attach this Amendment to the original Note, whereupon it shall become a part thereof.
                      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.

	  
 	 BORROWER:
 
	  
 	  
 	   
 
	  
 	  
 	  CRESCENT MORTGAGE SERVICES, INC.
 
	  
 	  
 	   
 
	  [CORPORATE SEAL]
 	  By:
 	  /s/ ROBERT C. KENKNIGHT
 
	  
 	  
 	 
 
	  
 	  
 	  Robert C. KenKnight 
 
	  ATTEST:
 	  Its:
 	  President
 
	  
 	  
 	  
 
	 By:
 	  /s/ J. DONALD BOGGUS, JR.
 	   
 	  
 	  
 
	  
 	 
 	   
 	  
 	  
 
	  
 	  J. Donald Boggus, Jr.
 	   
 	  
 	  
 
	  Its:
 	  Secretary
 	   
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  LENDER:
 
	  
 	  
 	  
 
	  
 	  
 	 COLONIAL BANK
 
	  
 	  
 	  
 
	  
 	 By:
 	 /s/ AMY J. NUNNELEY
 
	  
 	  
 	 
 
	  
 	  
 	 Amy J. Nunneley
 
	  
 	 Its:
 	 Senior Vice President