0000931763-03-001000 Sample Contracts

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks • Georgia

AGREEMENT by and between Crescent Banking Company (the “Company”) and Michael Leddy (“Executive”), dated as of the 20th day of February, 2003.

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AMENDED AND RESTATED CUSTODIAL AGREEMENT
Custodial Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks • New York

THIS AGREEMENT, dated as of the date set forth on the cover page hereof, among UBS Warburg Real Estate Securities Inc. (the “Participant”), the Custodian whose name is set forth on the cover page hereof (the “Custodian”) and the Seller whose name is set forth on the cover page hereof (the “Seller”).

SECOND AMENDED AND RESTATED SUPPORT AGREEMENT, CASH COLLATERAL AND CONTROL AGREEMENT (Warehousing Facility)
Support Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks • New York

SECOND AMENDED AND RESTATED SUPPORT AGREEMENT, CASH COLLATERAL AND CONTROL AGREEMENT, dated as of April 8, 2003 (as previously amended and as may be amended, restated or otherwise modified from time to time, the “Support Agreement”), among CRESCENT BANK AND TRUST COMPANY (“Bank”), CRESCENT MORTGAGE SERVICES, INC., as debtor (the “Company”), UBS WARBURG REAL ESTATE SECURITIES INC., as secured party (“UBSRES”) and UBS WARBURG LLC, as custodian and as securities intermediary (the “Custodian”).

MASTER CUSTODIAL AGREEMENT
Master Custodial Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks • Florida

This MASTER CUSTODIAL AGREEMENT (this “Custodial Agreement”) dated the date set forth on the cover page hereof, by and among COLONIAL BANK, an Alabama banking corporation (“Lender”), CRESCENT MORTGAGE SERVICES, INC., a Georgia corporation (“Borrower”), and THE BANK OF NEW YORK, a New York banking corporation (“Custodian”).

AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks • New York

This Amended and Restated Mortgage Loan Purchase Agreement (“Agreement”), dated as of the date set forth on the cover page hereof, between UBS WARBURG REAL ESTATE SECURITIES INC. (“Purchaser”) and the Seller whose name is set forth on the cover page hereof (“Seller”).

LEASE SCHEDULE
Lease • April 15th, 2003 • Crescent Banking Co • State commercial banks

THIS LEASE MADE and entered into as of the date set forth on the Lease Schedule as Date of Lease, which Lease Schedule is appended to this Lease and is specifically incorporated by reference herein, by and between the Landlord and Tenant as set forth in the Lease Schedule.

THIRD AMENDMENT TO MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT
Mortgage Warehouse Loan and Security Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks • Florida

This Third Amendment to Mortgage Warehouse Loan and Security Agreement (this “Amendment”), made by and between CRESCENT MORTGAGE SERVICES, INC., a Georgia corporation, as borrower (“Borrower”), and COLONIAL BANK, an Alabama banking corporation, as lender (“Lender”), is dated as of the 31 day of July, 2002.

MASTER AGREEMENT
Insurance Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks

This Master Agreement #MA02100134 (this “Agreement”) dated as of October 24, 2002, (the “Agreement Date”) is made by and between the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and Crescent Bank & Trust Company dba Crescent Mortgage, Seller/Servicer #106856 (“Seller”).

AMENDED AND RESTATED MORTGAGE LOAN REPURCHASE AGREEMENT
Mortgage Loan Repurchase Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks • New York

This Amended and Restated Mortgage Loan Repurchase Agreement (“Agreement”), dated as of the date set forth on the cover page hereof, between UBS WARBURG REAL ESTATE SECURITIES INC. (“Purchaser” or “UBSRES”) and the Seller whose name is set forth on the cover page hereof (“Seller”).

MASTER AGREEMENT MA02373.2
Master Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks

This Master Agreement between Fannie Mae and Crescent Bank and Trust Company (“Lender”) governs the sale by Lender, and the purchase by Fannie Mae, of eligible residential mortgage loans (the “Mortgages”). This Master Agreement includes all of the terms and conditions described in all of the exhibits, attachments, conversions, commitments and MBS Pool Purchase Contracts (“MBS Contracts”) attached or entered into as a part of this Master Agreement. Additionally, the “Master Agreement Terms and Conditions” section of Fannie Mae’s Selling Guide (the “Selling Guide”), which is incorporated into this Agreement by this reference, outlines in more detail the general terms and conditions of the Master Agreement and MBS Contracts and contains a complete description of the terms “Master Conversions” and “MBS Pricing Confirmations,” as well as other related terms and instructions. The execution of this Master Agreement requires compliance with all provisions and sections of this Master Agreement,

AMENDED AND RESTATED MORTGAGE LOAN CUSTODIAL AGREEMENT
Mortgage Loan Custodial Agreement • April 15th, 2003 • Crescent Banking Co • State commercial banks • New York

THIS AMENDED AND RESTATED MORTGAGE LOAN CUSTODIAL AGREEMENT (“Agreement”), dated as of the date set forth on the cover page hereof, among UBS WARBURG REAL ESTATE SECURITIES INC. (“Purchaser”), JPMORGAN CHASE BANK (“Custodian”) and the SELLER whose name is set forth on the cover page hereof (“Seller”).

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